EXHIBIT10.1**STANDARD OFFICE LEASE AGREEMENT (NET)**     **THIS LEASE AGREEMENT**(hereafter called the “**Lease Agreement**”) made as of the 2nd day ofMay, 2007 by and between **UNITED PROPERTIES INVESTMENT LLC**, a Minnesota limited liability companyhaving offices at Suite 200, 3500 American Boulevard West, Bloomington, Minnesota, 55431 (hereaftercalled the “**Landlord**”) and **HEATLH FITNESS CORPORATION**, a Minnesota corporation (hereafter calledthe “**Tenant**”).**WITNESSETH**     **FOR AND IN CONSIDERATION**of the sum of One Dollar ($1.00) in hand paid by each of the partiesto the other, and other good and valuable consideration, receipt and sufficiency of which is herebyacknowledged, the parties hereby agree as follows:**ARTICLE 1 — PREMISES AND TERM**     A. Landlord does hereby lease and let unto Tenant, and Tenant does hereby hire, lease and takefrom Landlord, those areas of the Building depicted on Exhibit A-1 attached hereto, and by thisreference incorporated herein, containing approximately 28,222 square feet in the aggregate(hereafter called the “**Premises**”) and consisting of the following suites (each a “**Suite**”):   Suite Square Footage1100, Southpoint Tower 17,294 rentable square feet100, Southpoint East 6,989 rentable square feet50, Southpoint East 3,939 usable square feetSaid Premises are located in the City of Bloomington, County of Hennepin, State of Minnesota. Theterm “**Building**” as it is used herein means the land and the Southpoint Office Center consisting ofthree (3) interconnected buildings at 1600 West 82nd Street (“**Southpoint East**”), 1650West 82nd Street (“**Southpoint Tower**”) and 1700 West 82nd Street (“**SouthpointWest**”), all as depicted on Exhibit A-2 attached hereto.     B. To have and to hold said Premises for a term of sixty (60) months commencing January 1,2008 and terminating December 31, 2012 (hereafter called the “**Term**”) upon the rentals and subjectto the conditions set forth in this Lease Agreement, and the Exhibits attached hereto. Thecommencement and termination dates are specifically subject to the provisions of Article 5 hereof.**ARTICLE 2 — USE**     The Premises shall be used by the Tenant solely for the following purposes: General office use**ARTICLE 3 — RENTALS**     Tenant agrees to pay to Landlord as minimum rental (hereafter called “**Minimum Rental**”) for thePremises, without notice, set-off or demand, the following amounts per month:         Month of Term  Annual Rate Per RSF Monthly Minimum Rental**For Suite 1100 and Suite 100 together (24,283 rsf in the aggregate):** ****1 to 12 $13.00  $26,306.58 13 to 24 $13.50  $27,318.38 25 to 36 $14.00  $28,330.17 37 to 48 $14.50  $29,341.96 49 to 60 $15.00  $30,353.75 **For Suite 50 (3,939 usf):**    1 to 60 $15.00  $4,923.75 Said monthly installments shall be due and payable by Tenant in advance on the first day of eachcalendar month during the Term of this Lease Agreement, or any extension or renewal thereof, at theoffice of Landlord set forth in the preamble to this Lease Agreement or at such other place asLandlord may designate. In the event of any fractional calendar month, Tenant shall pay for eachday in such partial month a rental equal to 1/30 of the Minimum Rental. Tenant agrees to pay, asAdditional Rental, which shall be collectible to the same extent as Minimum Rental, all amountswhich may become due to Landlord hereunder and any tax, charge or fee that may be levied, assessedor imposed upon or measured by the rents reserved hereunder by any governmental authority actingunder any present or future law before any fine, penalty, interest or costs may be added theretofor non-payment. Pursuant to Article 6 hereof, Landlord’s estimated Operating Expenses and RealEstate Taxes for 2007 total $11.40 per rentable square foot.**ARTICLE 4 — CONSTRUCTION**     Preliminary plans (hereafter the “**Preliminary Plans**”) for the permanent improvements Tenantdesires to have made to the Premises to modify the Premises to accommodate Tenant’s intended usethereof are attached hereto as Exhibit B. Tenant shall have until June 1, 2007 to makemodifications to the Preliminary Plans. Upon approval of the Landlord to any modifications made tothe Preliminary Plans by Tenant, which approval shall not be unreasonably withheld or delayed,Landlord shall cause Nelson Architecture, Inc. (the “**Architect**”) to prepare final plans, includinga full set of construction drawings (hereafter the “**Plans**”) which shall be consistent with, exceptfor mutually agreed upon changes, the Preliminary Plans. Upon approval of the Plans by Landlordand Tenant, which approval shall not be unreasonably withheld or delayed by either party and anyrequired approval of the Plans by the City of Bloomington (“**City**”) and the issuance of a buildingpermit by the City, Landlord shall be responsible for constructing the improvements as shown on thePlans (hereafter called “**Tenant Improvements**”) for and on behalf of Tenant. Landlord’sconstruction manager shall obtain bids for the construction of the Tenant Improvements from atleast three (3) reputable subcontractors for each Major Subcontract (a “**Major Subcontract**” shall bedeemed any contract in excess of $10,000.00). All Major Subcontract bids shall be disclosed andreviewed with Tenant and absent a compelling reason to do otherwise, Landlord shall select thelowest bidding subcontractor for each Major Subcontract. Landlord and Tenant have agreed that thecosts of such Tenant Improvements shall be paid by Tenant, although Landlord shall provide Tenantan allowance of up to $450,000.00 to be utilized toward the cost of the Tenant Improvements(hereafter called the “**T. I. Allowance**”). The T. I. Allowance shall be used only for the paymentof costs relating to the construction of the Tenant Improvements (including the costs of preparingthe Preliminary Plans and Plans, demolition and building permit costs, Wiring costs, a constructionmanagement fee payable to Landlord’s construction manager in the total amount of eight percent (8%)of the total cost of the Tenant Improvements, and

 
upon presentation to Landlord of paid receipts or other reasonable evidence of payment byTenant, up to $20,000.00 of Tenant’s out-of-pocket moving costs) (hereafter collectively referredto as the “**Improvement Costs**”), which Improvement Costs Landlord shall pay directly out of the T.I. Allowance, for the credit of Tenant, and in no event shall any part of the T. I. Allowance bepaid to or payable to Tenant. Any Improvement Costs which exceed the T. I. Allowance (hereafterthe “**Excess Improvement Costs**”) shall be paid by Tenant to Landlord without further demand withinfifteen (15) days of the day of submission by Landlord to Tenant of a statement of said costs(hereafter the “**Improvement Costs Statement**”); it being further agreed by the parties that atTenant’s option, Tenant may elect to pay more of the Improvement Costs than just any ExcessImprovement Costs, which payment would likewise be due within fifteen (15) days of the day ofsubmission by Landlord to Tenant of the Improvement Costs Statement. Any improvements to thePremises, other than as shown on the Plans, and the furnishing of the Premises, shall be made byTenant at the sole cost and expense of Tenant, subject to all other provisions of this LeaseAgreement, including compliance with all applicable governmental laws, ordinances and regulations.If the Tenant Improvements cannot be substantially completed prior to the commencement of the Term,then the provisions of Article 5 shall apply.**ARTICLE 5 — POSSESSION**     A. Except as otherwise provided and subject to the provisions of Article 5 B below, Landlordshall deliver possession of the Premises on or before the date hereinabove specified forcommencement of the Term, but delivery of possession prior to such commencement date shall notaffect the expiration date of this Lease Agreement. Failure of Landlord to deliver possession ofthe Premises by the date hereinabove provided, due to a holding over by a prior tenant, delay bythe City in approving the Plans or issuing a building permit or any other cause beyond Landlord’sreasonable control, or time required for construction delays due to labor or material shortages,strikes, or acts of God, shall automatically postpone the date of commencement of the Term of thisLease Agreement and shall extend the termination date by periods equal to those which shall haveelapsed between and including the date hereinabove specified for commencement of the Term hereofand the date on which possession of the Premises is delivered to the Tenant. The rentals hereinreserved shall commence on the first day of the Term, provided, however, in the event of anyoccupancy by Tenant prior to the beginning of the Term, such occupancy shall in all respects be thesame as that of a tenant under this Lease Agreement, and the rental shall commence as of the datethat Tenant enters into such occupancy of the Premises. Provided further, that if Landlord shallbe delayed in delivery of the Premises to Tenant due to Tenant’s failure to agree to the Plans,changes in or additions to the Plans or the Tenant Improvements made at the request of Tenant orany other delay caused by a party employed by or the agent of Tenant, or by Tenant’s failure to payfor the costs of the Tenant Improvements in excess of the T. I. Allowance, then in such case therental shall be accelerated by the number of days of such delay, and the rentals shall commence thesame as if occupancy had been taken by Tenant. Prior to the commencement of the Term, Landlordshall have no responsibility or liability for loss or damage to fixtures, facilities or equipmentinstalled or left on the Premises. By occupying the Premises as a Tenant, or to install fixtures,facilities or equipment, or to perform finishing work, Tenant shall be conclusively deemed to haveaccepted the same and to have acknowledged that the Premises are in the condition required by thisLease Agreement, except items which are not in compliance with the Plans and for which Tenant hasgiven Landlord a written “punch list” within thirty (30) days of Tenant’s first occupancy of thePremises. Should the commencement of the rental obligations of Tenant under this Lease Agreementoccur for any reason on a day other than the first day of a calendar month, then in that eventsolely for the purposes of computing the Term of this Lease Agreement, the commencement date of theTerm shall become and be the first day of the first full calendar month following the date whenTenant’s rental obligation commences, or the first day of the first full calendar month followingthe commencement date set out in Article 1 (if such is other than the first date of a calendarmonth), whichever date is later, and the termination date shall be adjusted accordingly; providedhowever, that the termination date shall be the last day of a calendar month, which date shall inno event be earlier than the termination date set out in Article 1. Immediately after Tenant’soccupancy of the Premises the Landlord and Tenant shall execute a ratification agreement whichshall set forth the final commencement and termination dates for the Term and shall acknowledge theMinimum Rental, the rentable square footage of the Premises, delivery of the Premises in thecondition required by this Lease Agreement and the respective amounts of the Improvement Costs,Excess Improvement Costs, Letter of Credit, Unfurnished Allowance and Contingent Annual Payment.     B. It is acknowledged by the parties that Suite 1100 of the Premises is currently occupied bya tenant required to vacate said Suite 1100 no later than November 4, 2007 and Suites 50 and 100 ofthe Premises are both currently vacant. Notwithstanding anything in Article 5 A above to thecontrary, in the event Tenant desires to lease Suite 50 and/or Suite 100 (but not Suite 1100) priorto the scheduled commencement date of the Term of January 1, 2008, Tenant shall so notify Landlordin writing (hereafter “**Tenant’s Early Lease Notice**”) specifying therein the Suite(s) (Suite 50and/or Suite 100) Tenant desires to lease early (hereafter each an “**Early Lease Suite**”). Followingsuch Tenant’s Early Lease Notice for an Early Lease Suite, Landlord shall cause the Architect toprepare Plans for the Tenant Improvements to be made to such Early Lease Suite and upon approval ofsuch Plans by the parties, Landlord shall construct the Tenant Improvements to such Early LeaseSuite in accordance with the provisions of Article 4 above. Upon delivery of possession of suchEarly Lease Suite by Landlord to Tenant with the Tenant Improvements thereto substantiallycompleted, the Term of this Lease Agreement shall commence as to such Early Lease Suite and Tenantshall begin paying for such Early Lease Suite, Minimum Rental as set forth in Article 3 above andas to Suite 100, Additional Rental under Article 6 of this Lease Agreement for Real Estate Taxesand Operating Expenses based on the 6,989 rentable square feet comprising said Suite 100.Notwithstanding anything herein to the contrary, the lease of an Early Lease Suite by Tenant inaccordance with the foregoing provisions of this Article 5 B prior to the commencement date of theTerm of this Lease Agreement for the remainder of the Premises, shall not affect the expirationdate of the Term of this Lease Agreement, which expiration date shall continue to apply to all ofthe Premises being leased under this Lease Agreement and be the last day of the sixtieth (60th)full calendar month following the date the Term of this Lease Agreement has commenced as to all ofthe Premises.**ARTICLE 6 — TENANT’S PRO RATA SHARE OF REAL ESTATE TAXES AND OPERATING EXPENSES**     A. During each full or partial calendar year during the Term of this Lease Agreement, Tenantshall pay to Landlord, as Additional Rental, an amount equal to the Real Estate Taxes and OperatingExpenses (both as hereafter defined) per square foot of rentable area in the Building multiplied bythe number of square feet of rentable area in the Premises prorated for the period that Tenantoccupied the Premises. In the event that during all or any portion of any calendar year, theBuilding is not fully rented and occupied Landlord may make any appropriate adjustment inoccupancy-related Operating Expenses for such year for the purpose of avoiding distortion of theamount of such Operating Expenses to be attributed to Tenant by reason of variation in totaloccupancy of the Building, by determining on a commercially reasonable basis the Operating Expensesthat would have been paid or incurred by Landlord had the Building been ninety-five percent (95%)rented and occupied, and the amount so determined shall be deemed to have been Operating Expensesfor such year.     **Notwithstanding anything herein or elsewhere in this Lease Agreement to the contrary, Tenantshall have no obligation to pay Additional Rental under this Article 6 for Real Estate Taxes andOperating Expenses on the 3,939 usable square feet comprising Suite 50 only, it being acknowledgedand agreed that the monthly installments of Minimum Rental payable under Article 3 of this LeaseAgreement for Suite 50 only are being paid on a “gross rental” basis.**     B. Landlord shall, each year during the Term of this Lease Agreement, give Tenant an estimateof Operating Expenses and Real Estate Taxes payable per square foot of rentable area for the comingcalendar year. Tenant shall pay, as Additional Rental, along with its monthly Minimum Rentalpayments required hereunder, one-twelfth (1/12) of such estimated Operating Expenses and RealEstate Taxes and such Additional Rental shall be payable until subsequently adjusted for thefollowing year pursuant to this Article.     C. As soon as possible after the expiration of each calendar year, Landlord shall determineand certify to Tenant the actual Operating Expenses and Real Estate Taxes for the previous year persquare foot of rentable area in the Building and the amount applicable to the Premises. If suchstatement shows that Tenant’s share of Operating Expenses and Real Estate Taxes exceeds Tenant’sestimated monthly payments for the previous calendar year, then Tenant shall, within twenty (20)days after receiving Landlord’s certification, pay such deficiency to Landlord. In the event of anoverpayment by Tenant, such overpayment shall be refunded to Tenant, at the time of certification,in the form of an adjustment in the Additional Rental next coming due, or if at the end of the Termby a refund.     D. For the purposes of this Article, the term “**Real Estate Taxes**” means the total of alltaxes, fees, charges and assessments, general and special, ordinary and extraordinary, foreseen orunforeseen, which become due or payable against or upon the Building, the parcel(s) of land uponwhich it is located
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or Landlord. All costs and expenses incurred by Landlord during negotiations for or contestsof the amount of Real Estate Taxes shall be included within the term “Real Estate Taxes.” Forpurposes of this Article, the term “**Operating Expenses**” shall be deemed to mean all costs andexpenses directly related to the Building incurred by Landlord in the repair, operation, managementand maintenance of the Building including interior and exterior and common area maintenance,management fees, cleaning expenses, energy expenses, insurance premiums, and the amortization ofcapital investments made to reduce operating costs, that are necessary due to governmentalrequirements or that are required by the insurer under any insurance policy carried on the Buildingby Landlord, all as determined on a commercially reasonable basis by Landlord.     E. Landlord may at any time designate a fiscal year in lieu of a calendar year and in suchevent, at the time of such a change, there may be a billing for the fiscal year which is less than12 calendar months.     F. Landlord reserves, and Tenant hereby assigns to Landlord, the sole and exclusive right tocontest, protest, petition for review, or otherwise seek a reduction in the Real Estate Taxes.**ARTICLE 7 — UTILITIES AND SERVICE**     A. Landlord agrees to furnish water, electricity, elevator service, and janitorial service.In the event Tenant’s requirements and/or usage of such utilities and services is substantiallygreater than is customarily supplied to a typical tenant in the Building, Landlord or Tenant mayrequest that the difference in such requirement and/or usage be determined and that appropriateadjustments be made in the Minimum Rental provided for in Article 3 of this Lease Agreement.     B. Landlord agrees to furnish heat during the usual heating season and air conditioning duringthe usual air conditioning season, all during normal business hours as defined in this LeaseAgreement. Notwithstanding the foregoing, upon reasonable advance notice given by Tenant from timeto time, Landlord shall furnish HVAC services to the Premises outside normal business hours,provided that Tenant reimburses Landlord, as Additional Rental, for Landlord’s actual coststherefore.     C. No temporary interruption or failure of such services incidental to the making of repairs,alterations or improvements, or due to accidents or strike or conditions or events not underLandlord’s control, shall be deemed as an eviction of the Tenant or relieve the Tenant from any ofthe Tenant’s obligations hereunder.     D. For the purposes of this Article 7, normal business hours shall be deemed to mean theperiods of time between 7:00 a.m. and 6:00 p.m. (7.00 p.m. for Suite 100 only), Monday throughFriday and 9:00 a.m. to 1:00 p.m. on Saturdays, and specifically excluding Sundays and legalholidays.**ARTICLE 8 — NON-LIABILITY OF LANDLORD**     Except in the event of gross negligence of Landlord, its agents, employees or contractors,Landlord shall not be liable for any loss or damage for failure to furnish heat, air conditioning,electricity, elevator service, water, sprinkler system or janitorial service. Landlord shall notbe liable for personal injury, death or any damage from any cause about the Premises or theBuilding except if caused by Landlord’s gross negligence.**ARTICLE 9 — CARE OF PREMISES**     A. Tenant agrees:     1. To keep the Premises in as good condition and repair as they were in at the timeTenant took possession of same, reasonable wear and tear and damage from fire and othercasualty for which insurance is normally procured excepted;     2. To keep the Premises in a clean and sanitary condition;     3. Not to commit any nuisance or waste on the Premises, overload the Premises or theelectrical, water and/or plumbing facilities in the Premises or Building, throw foreignsubstances in plumbing facilities, or waste any of the utilities furnished by Landlord;     4. To abide by such rules and regulations as may from time to time be reasonablypromulgated by Landlord;     5. To preserve and protect all carpeted areas and to provide and use carpet protectormats in all locations within the Premises where chairs with castors are used; and     6. To obtain Landlord’s prior approval of the interior design of any portion of thePremises visible from the common areas or from the outside of the Building. “Interiordesign” as used in the preceding sentence shall include but not be limited to floor and wallcoverings, furniture, office design, artwork and color scheme.     B. If Tenant shall fail to keep and preserve the Premises in the state of condition requiredby the provisions of this Article 9, the Landlord may at its option put or cause the same to be putinto the condition and state of repair agreed upon, and in such case the Tenant, on demand, shallpay the cost thereof.**ARTICLE 10 — NON-PERMITTED USE**     Tenant agrees to use the Premises only for the purposes set forth in Article 2 hereof. Tenantfurther agrees not to commit or permit any act to be performed on the Premises or any omission tooccur which shall be in violation of any statute, regulation or ordinance of any governmental bodyor which will increase the insurance rates on the Building or which will be in violation of anyinsurance policy carried on the Building by the Landlord. Tenant, at its expense, shall complywith all governmental laws, ordinances, rules and regulations applicable to the use of the Premisesand its occupancy and shall promptly comply with all governmental orders, rulings and directivesfor the correction, prevention and abatement of any violation upon, or in connection with thePremises or Tenant’s use or occupancy of the Premises, including the making of any alterations orimprovements to the Premises, all at Tenant’s sole cost and expense. The Tenant shall not disturbother occupants of the Building by making any undue or unseemly noise or otherwise and shall not door permit to be done in or about the Premises anything which will be dangerous to life or limb.**ARTICLE 11 — INSPECTION**     The Landlord or its employees or agents shall have the right without any diminution of rent orother charges payable hereunder by Tenant to enter the Premises at all reasonable times for thepurpose of exhibiting the Premises to prospective tenants or purchasers or existing or prospectivemortgagees of the Building (“**Mortgagees**”), inspection, cleaning, repairing, testing, altering orimproving the same or said Building, but nothing contained in this Article shall be construed so asto impose any obligation on the Landlord to make any repairs, alterations or improvements.**ARTICLE 12 — ALTERATIONS**     Tenant will not make any alterations, repairs, additions or improvements in or to the Premises(for purposes of this Article 12, any of the foregoing being referred to as the “**Work**”) or add,disturb or in any way change any plumbing, wiring, life/safety or mechanical systems, locks, orstructural portions of the Building without the prior written consent of the Landlord as to thecharacter of the Work, the manner of doing the Work, and the
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contractor(s) doing the Work. Such consent shall not be unreasonably withheld or delayed,if such Work is required of Tenant or is the obligation of Tenant pursuant to this Lease Agreement.As a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose suchconditions with respect thereto as Landlord deems appropriate, including, without limitation,requiring Tenant to furnish surety performance and/or payment bonds or other security for thepayment of all costs incurred in connection with such Work, insurance against liabilities that mayarise out of such Work, plans and specifications approved by Landlord and permits necessary forsuch Work. If such Work is performed by contractor(s) not retained by Landlord, Tenant shall uponcompletion of such Work, (i) deliver to Landlord evidence that payment for all such Work has beenmade by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) pay toLandlord a construction supervision fee of five percent (5%) of the total cost of such Work, but inno event less than $500.00 to reimburse Landlord for the costs incurred by its construction managerin inspecting and supervising such Work. All such Work shall be done in a good and workmanlikemanner using quality materials and shall comply with all applicable governmental laws, ordinances,rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from anyliability, loss, cost, damage or expense (including attorney’s fees) by reason of any of suchWork. The provisions of Article 27 of this Lease Agreement shall apply to all Work performedunder this Article 12.**ARTICLE 13 — SIGNS**     Tenant agrees that no signs or other advertising materials shall be erected, attached oraffixed to any portion of the interior or exterior of the Premises or the Building without theexpress prior written consent of Landlord.**ARTICLE 14 — COMMON AREAS**     A. Tenant agrees that the use of all corridors, passageways, elevators, toilet rooms, parkingareas and landscaped areas in and around said Building, by the Tenant or Tenant’s employees,visitors or invitees, shall be subject to such rules and regulations as may from time to time bemade by Landlord for the safety, comfort and convenience of the owners, occupants, tenants andinvitees of said Building. Tenant agrees that no awnings, curtains, drapes or shades shall be usedupon the Premises except as may be approved by Landlord.     B. In addition to the Premises, Tenant shall have the right of non-exclusive use, in commonwith others, of (a) all unrestricted automobile parking areas, driveways and walkways, and (b)loading facilities, freight elevators and other facilities as may be constructed in the Building,all to be subject to the terms and conditions of this Lease Agreement and to reasonable rules andregulations for the use thereof as prescribed from time to time by Landlord.     C. Landlord shall have the right to make changes or revisions in the site plan and in theBuilding so as to provide additional leasing area. Landlord shall also have the right to constructadditional buildings on the land described on Exhibit A-2 for such purposes as Landlord may deemappropriate. Landlord also reserves all airspace rights above, below and to all sides of thePremises, including the right to make changes, alterations or provide additional leasing areas.     D. Landlord and Tenant agree that Landlord will not be responsible for any loss, theft ordamage to vehicles, or the contents thereof, parked or left in the parking areas of the Buildingand Tenant agrees to so advise its employees, visitors or invitees who may use such parking areas.The parking areas shall include those areas designated by Landlord, in its sole discretion, aseither restricted or unrestricted parking areas. Any restricted parking areas shall be leased onlyby separate license agreement with Landlord. Tenant further agrees not to use or permit itsemployees, visitors or invitees to use the parking areas for overnight storage of vehicles.**ARTICLE 15 — ASSIGNMENT AND SUBLETTING**     A. Tenant agrees not to assign, sublet, license, mortgage or encumber this Lease Agreement,the Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise,without the specific prior written consent of Landlord in each instance. If Tenant is acorporation, partnership or other legal entity, transfer of a controlling interest of Tenant shallbe considered an assignment of this Lease Agreement for purposes of this Article. Consent byLandlord in one such instance shall not be a waiver of Landlord’s rights under this Article as torequiring consent for any subsequent instance. In connection with any assignment of this LeaseAgreement or subletting of the Premises made or requested by Tenant, Tenant shall pay Landlord (i)a processing fee of $500.00 and (ii) all out-of-pocket costs incurred by Landlord, includingreasonable attorneys’ fees. In the event Tenant desires to sublet a part or all of the Premises,or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30)days prior to the proposed subletting or assignment, which notice shall state the name of theproposed subtenant or assignee, the terms of any sublease or assignment documents and copies offinancial reports or other relevant financial information of the proposed subtenant or assignee. AtLandlord’s option, any and all payments by the proposed assignee or subtenant with respect to theassignment or sublease shall be paid directly to Landlord. In any event no assignment orsubletting shall release Tenant of its obligation to pay the rent and to perform all otherobligations to be performed by Tenant hereunder for the Term of this Lease Agreement. Theacceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlordof any provision hereof. At Landlord’s option, Landlord may terminate the Lease Agreement in lieuof giving its consent to any proposed assignment of this Lease Agreement or subletting of thePremises (which termination may be contingent upon the execution of a new lease with the proposedassignee or subtenant).     B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon anysale or transfer of the Building and, providing the purchaser succeeds to the interests of Landlordunder this Lease Agreement, Landlord shall thereupon be entirely freed of all obligations of theLandlord hereunder and shall not be subject to any liability resulting from any act or omission orevent occurring after such conveyance.**ARTICLE 16 — LOSS BY CASUALTY**     If the Building is damaged or destroyed by fire or other casualty, the Landlord shall have theright to terminate this Lease Agreement, provided it gives written notice thereof to the Tenantwithin ninety (90) days after such damage or destruction. If a portion of the Premises is damagedby fire or other casualty, and Landlord does not elect to terminate this Lease Agreement, theLandlord shall, at its expense, restore the Premises to as near the condition which existedimmediately prior to such damage or destruction, as reasonably possible, and the rentals shallabate during such period of time as the Premises are untenantable, in the proportion that theuntenantable portion of the Premises bears to the entire Premises.**ARTICLE 17 — WAIVER OF SUBROGATION**     Landlord and Tenant hereby release the other from any and all liability or responsibility tothe other or anyone claiming through or under them by way of subrogation or otherwise for any lossor damage to property caused by fire or any of the extended coverage or supplementary contractcasualties, even if such fire or other casualty shall have been caused by the fault or negligenceof the other party, or anyone for whom such party may be responsible.**ARTICLE 18 — EMINENT DOMAIN**     If the entire Building is taken by eminent domain, this Lease Agreement shall automaticallyterminate as of the date of taking. If a portion of the Building is taken by eminent domain, theLandlord shall have the right to terminate this Lease Agreement, provided it gives written noticethereof to the Tenant within ninety (90) days after the date of taking. If a portion of thePremises is taken by eminent domain and this Lease Agreement is not terminated by Landlord, theLandlord shall, at its expense, restore the Premises to as near the condition which existedimmediately prior to the date of taking as reasonably possible, and the rentals shall abate duringsuch period of time as the Premises are untenantable, in the proportion that the untenantableportion of the Premises bears to the entire Premises. All damages awarded for such taking underthe power of eminent domain shall belong to and be the sole property of Landlord, irrespective ofthe basis upon which they are awarded, provided, however, that nothing contained herein shallprevent Tenant from making a separate claim to the condemning authority for its moving expenses andtrade fixtures. For purposes of this Article, a taking by eminent domain shall include Landlord’sgiving of a deed under threat of condemnation.
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**ARTICLE 19 — SURRENDER**     On the last day of the Term of this Lease Agreement or on the sooner termination thereof inaccordance with the terms hereof, Tenant shall peaceably surrender the Premises in good conditionand repair consistent with Tenant’s duty to make repairs as provided in Article 9 hereof. On orbefore said last day, Tenant shall at its expense remove all of its equipment from the Premises,repairing any damage caused thereby, and any property not removed shall be deemed abandoned. Allalterations, additions and fixtures other than Tenant’s trade fixtures, which have been made orinstalled by either Landlord or Tenant upon the Premises shall remain as Landlord’s property andshall be surrendered with the Premises as a part thereof, or shall be removed by Tenant, at theoption of Landlord, in which event Tenant shall at its expense repair any damage caused thereby.It is specifically agreed that any and all telephonic, coaxial, ethernet, or other computer,wordprocessing, facsimile, or electronic wiring installed by Tenant within the Premises (hereafter"**Wiring**”) shall be removed at Tenant’s cost at the expiration of the Term, unless Landlord hasspecifically requested in writing that said Wiring shall remain, whereupon said Wiring shall besurrendered with the Premises as Landlord’s property. If the Premises are not surrendered at theend of the Term or the sooner termination thereof, Tenant shall indemnify Landlord against loss orliability resulting from delay by Tenant in so surrendering the Premises, including, withoutlimitation, claims made by any succeeding tenant founded on such delay. Tenant shall promptlysurrender all keys for the Premises to Landlord at the place then fixed for payment of rental andshall inform Landlord of combinations on any locks and safes on the Premises.**ARTICLE 20 — NON-PAYMENT OF RENT, DEFAULTS**     If any one or more of the following occurs: (1) a rent payment or any other payment due fromTenant to Landlord shall be and remain unpaid in whole or in part for more than ten (10) days aftersame is due and payable; (2) Tenant shall violate or default on any of the other covenants,agreements, stipulations or conditions herein, or in any parking agreement(s) or other agreementsbetween Landlord and Tenant relating to the Premises, and such violation or default shall continuefor a period of ten (10) days after written notice from Landlord of such violation or default; (3)if Tenant shall commence or have commenced against Tenant proceedings under a bankruptcy,receivership, insolvency or similar type of action; or (4) if Tenant shall vacate any substantialportion of the Premises for a period of more than fifteen (15) days; then it shall be optional forLandlord, without further notice or demand, to cure such default or to declare this Lease Agreementforfeited and the said Term ended, or to terminate only Tenant’s right to possession of thePremises, and to re-enter the Premises, with or without process of law, using such force as may benecessary to remove all persons or chattels therefrom, and Landlord shall not be liable for damagesby reason of such re-entry or forfeiture; but notwithstanding re-entry by Landlord or terminationonly of Tenant’s right to possession of the Premises, the liability of Tenant for the rent and allother sums provided herein shall not be relinquished or extinguished for the balance of the Term ofthis Lease Agreement and Landlord shall be entitled to periodically sue Tenant for all sums dueunder this Lease Agreement or which become due prior to judgment, but such suit shall not barsubsequent suits for any further sums coming due thereafter. Tenant shall be responsible for, inaddition to the rentals and other sums agreed to be paid hereunder, the cost of any necessarymaintenance, repair, restoration, reletting (including related cost of removal or modification oftenant improvements) or cure as well as reasonable attorney’s fees incurred or awarded in any suitor action instituted by Landlord to enforce the provisions of this Lease Agreement, regainpossession of the Premises, or the collection of the rentals due Landlord hereunder. Tenant shallalso be liable to Landlord for the payment of a late charge in the amount of ten percent (10%) ofthe rental installment or other sum due Landlord hereunder if said payment has not been receivedwithin ten (10) days from the date said payment becomes due and payable, or cleared by Landlord’sbank within three (3) business days after deposit. Tenant agrees to pay interest at the rate oftwelve percent (12%) per annum or the maximum permissible rate under the applicable usury statutes,whichever is less, on all rentals and other sums due Landlord hereunder not paid within ten (10)days from the date same become due and payable. Each right or remedy of Landlord provided for inthis Lease Agreement shall be cumulative and shall be in addition to every other right or remedyprovided for in this Lease Agreement now or hereafter existing at law or in equity or by statute orotherwise.**ARTICLE 21 — LANDLORD’S DEFAULT**     Landlord shall not be deemed to be in default under this Lease Agreement until Tenant hasgiven Landlord written notice specifying the nature of the default and Landlord does not cure suchdefault within thirty (30) days after receipt of such notice or within such reasonable timethereafter as may be necessary to cure such default where such default is of such a character as toreasonably require more than thirty (30) days to cure.**ARTICLE 22 — HOLDING OVER**     Tenant will, at the expiration of this Lease Agreement, whether by lapse of time ortermination, give up immediate possession to Landlord. If Tenant fails to give up possession theLandlord may, at its option, serve written notice upon Tenant that such holdover constitutes anyone of (i) creation of a month-to-month tenancy, or (ii) creation of a tenancy at sufferance. IfLandlord does not give said notice, Tenant’s holdover shall create a tenancy at sufferance. In anysuch event the tenancy shall be upon the terms and conditions of this Lease Agreement, except thatthe Minimum Rental shall be double the Minimum Rental Tenant was obligated to pay Landlord underthis Lease Agreement immediately prior to termination (in the case of tenancy at sufferance suchMinimum Rental shall be prorated on the basis of a 365 day year for each day Tenant remains inpossession); excepting further that in the case of a tenancy at sufferance, no notices shall berequired prior to commencement of any legal action to gain repossession of the Premises. In thecase of a tenancy at sufferance, Tenant shall also pay to Landlord all damages sustained byLandlord resulting from retention of possession by Tenant. The provisions of this Article shallnot constitute a waiver by Landlord of any right of re-entry as otherwise available to Landlord;nor shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as awaiver of the right to terminate this Lease Agreement for a breach by Tenant hereof.**ARTICLE 23 — SUBORDINATION**     Tenant agrees that this Lease Agreement shall be subordinate to any mortgage(s) that may nowor hereafter be placed upon the Building or any part thereof, and to any and all advances to bemade thereunder, and to the interest thereon, and all renewals, replacements, and extensionsthereof, provided the Mortgagee named in any such mortgage shall agree to recognize this LeaseAgreement and not disturb Tenant’s rights hereunder in the event of foreclosure provided the Tenantis not in default. This subordination and non-disturbance shall be self-operative and no furthercertificate or instrument of subordination need be required by any such Mortgagee. In confirmationof such subordination and non-disturbance, however, Tenant shall promptly execute and deliver anyinstrument, in recordable form, as required by Landlord’s Mortgagee. In the event of any Mortgageeelecting to have the Lease Agreement a prior encumbrance to its mortgage, then and in such eventupon such Mortgagee notifying Tenant to that effect, this Lease Agreement shall be deemed prior inencumbrance to the said mortgage, whether this Lease Agreement is dated prior to or subsequent tothe date of said mortgage.**ARTICLE 24 — INDEMNITY, INSURANCE AND SECURITY**     A. Tenant will keep in force at its own expense for so long as this Lease Agreement remains ineffect public liability insurance with respect to the Premises in which Landlord shall be named asan additional insured, in companies and in form acceptable to Landlord with a minimum combinedlimit of liability of Two Million Dollars ($2,000,000.00). This limit shall apply per location.Said insurance shall also provide for contractual liability coverage by endorsement. Tenant shallfurther provide for business interruption insurance to cover a period of not less than six (6)months. Tenant will further deposit with Landlord the policy or policies of such insurance orcertificates thereof, or other acceptable evidence that such insurance is in effect, which evidenceshall provide that Landlord shall be notified in writing thirty (30) days prior to cancellation,material change, or failure to renew the insurance. Tenant further covenants and agrees toindemnify and hold Landlord and Landlord’s manager of the Building harmless for any claim, loss ordamage, including reasonable attorney’s fees, suffered by Landlord, Landlord’s manager orLandlord’s other tenants caused by: i) any act or omission by Tenant, Tenant’s employees or anyoneclaiming through or by Tenant in, at, or around the Premises or the Building; ii) the conduct ormanagement of any work or thing whatsoever done by Tenant in or about the Premises; or iii)Tenant’s failure to comply with any and all governmental laws, rules, ordinances or regulationsapplicable to the use of the Premises and its occupancy. Tenant’s indemnity obligations under thisArticle 24 shall survive the expiration or earlier termination of this Lease Agreement. If Tenantshall not comply with its covenants made in this Article 24, Landlord may, at its option, causeinsurance as aforesaid to be issued and in such event Tenant agrees to pay the premium for suchinsurance promptly upon Landlord’s demand.     B. Tenant shall be responsible for the security and safeguarding of the Premises and allproperty kept, stored or maintained in the Premises. Landlord will make available to Tenant, atTenant’s request, the plans and specifications for construction of the Building and the Premises.Tenant represents that it is satisfied that the construction of the Building and the Premises,including the floors, walls, windows, doors and means of access thereto are suitable
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for the particular needs of Tenant’s business. Tenant further represents that it is satisfiedwith the security of said Building and Premises for the protection of any property which may beowned, held, stored or otherwise caused or permitted by Tenant to be present upon the Premises.The placement and sufficiency of all safes, vaults, cash or security drawers, cabinets or the likeplaced upon the Premises by Tenant shall be at the sole responsibility and risk of Tenant. Tenantshall maintain in force throughout the Term, insurance upon all contents of the Premises, includingthat owned by others and Tenant’s equipment and any alterations, additions, fixtures, orimprovements in the Premises acknowledged by Landlord to be the Tenant’s.     C. Landlord shall carry and cause to be in full force and effect a fire and extended coverageinsurance policy on the Building, but not contents owned, leased or otherwise in possession ofTenant. The cost of such insurance shall be an Operating Expense.**ARTICLE 25 — NOTICES, DEMANDS AND OTHER INSTRUMENTS**     All notices, demands, requests, consents, approvals and other instruments required orpermitted to be given pursuant to the terms of this Lease Agreement shall be in writing and shallbe deemed to have been properly given if (a) with respect to Tenant, sent by certified orregistered mail, postage prepaid, or sent by telegram, overnight express courier, facsimilefollowed by overnight express delivery or delivered by hand, in each case addressed to Tenant atthe address for the Premises, and (b) with respect to Landlord, sent by certified or registeredmail, postage prepaid, or sent by telegram, overnight express courier, facsimile followed byovernight express delivery or delivered by hand in each case, addressed to Landlord at its addressfirst above set forth along with a copy to any Mortgagee, if Tenant has been advised of the addressfor such Mortgagee, delivered in the same manner; provided however that in no event shall MinimumRental or Additional Rental be deemed to have been made, given or delivered until actually receivedby Landlord. Landlord and Tenant shall each have the right from time to time to specify as itsaddress for purposes of this Lease Agreement any other address in the United States of America uponfifteen (15) days’ written notice thereof, similarly given, to the other party and any Mortgagee.**ARTICLE 26 — APPLICABLE LAW**     This Lease Agreement shall be construed under the laws of the State of Minnesota.**ARTICLE 27 —  MECHANICS’ LIEN**     In the event any mechanic’s lien shall at any time be filed against the Premises or any partof the Building by reason of work, labor, services or materials performed or furnished to Tenant orto anyone holding the Premises through or under Tenant, Tenant shall forthwith cause the same to bedischarged of record. If Tenant shall fail to cause such lien forthwith to be discharged withinfive (5) days after being notified of the filing thereof, then, in addition to any other right orremedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying theamount claimed to be due, or by bonding, and the amount so paid by Landlord and all costs andexpenses, including reasonable attorney’s fees incurred by Landlord in procuring the discharge ofsuch lien, shall be due and payable in full by Tenant to Landlord on demand.**ARTICLE 28 — SECURITY INTEREST**     Tenant hereby grants to Landlord a security interest in all goods, chattels, fixtures andpersonal property belonging to Tenant, which now are or may hereafter be placed in the Premises, tosecure all rents due hereunder and all other covenants and obligations of Tenant hereunder. In theevent there exists any security interest in said property which security interest is paramount andsuperior to the security interest herein created, Landlord may satisfy said paramount securityinterest and all sums paid in satisfying said security interest will be considered additional sumsowed Landlord by Tenant hereunder. Tenant hereby acknowledges receipt of a true, full and completecopy of this Lease Agreement. Landlord, in the event of a default by Tenant of any covenant orcondition herein contained, may exercise, in addition to any rights and remedies herein granted,all the rights and remedies of a secured party under the Uniform Commercial Code or any otherapplicable law. Tenant hereby authorizes Landlord to complete and file a financing statement(s)for the purpose of perfecting such security interest.**ARTICLE 29 — BROKERAGE**     Each of the parties represents and warrants that except only as may be provided below in thisArticle 29, there are no claims for brokerage commissions or finder’s fees (collectively “**LeasingCommissions**”) in connection with this Lease Agreement, and agrees to indemnify the other partyagainst, and hold it harmless from all liabilities arising from any claim for Leasing Commissionsasserted by a broker, agent or other person or entity claiming through the indemnifying party,including without limitation, the cost of attorney’s fees in connection therewith. Landlord agreesto pay any Leasing Commission payable to Landlord’s broker, United Properties Brokerage LLC onaccount of this Lease Agreement.**ARTICLE 30 — SUBSTITUTION**     Landlord reserves the right, on thirty (30) days written notice to Tenant, to substitute otherpremises within the Building for the Premises hereunder. The substituted premises shall containsubstantially the same square footage as the Premises, shall contain comparable improvements, andthe Minimum Rental shall not exceed the Minimum Rental per rentable square foot specified inArticle 3 hereof.**ARTICLE 31 — ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS**     Each party hereto agrees that at any time, and from time to time during the Term of this LeaseAgreement (but not more often than twice in each calendar year), within ten (10) days after requestby the other party hereto, it will execute, acknowledge and deliver to such other party or to anyprospective purchaser, assignee or mortgagee designated by such other party, an estoppelcertificate in a form acceptable to Landlord. Tenant agrees to provide Landlord (but not moreoften than twice in any calendar year), within ten (10) days of request, the then most currentfinancial statements of Tenant and any guarantors of this Lease Agreement, which shall be certifiedby Tenant, and if available, shall be audited and certified by a certified public accountant.Landlord shall keep such financial statements confidential, except Landlord shall, in confidence,be entitled to disclose such financial statements to existing or prospective Mortgagees orpurchasers of the Building.**ARTICLE 32 — LETTER OF CREDIT**     Within three (3) business days following full execution of this Lease Agreement, Tenant at itssole cost and expense shall deliver to Landlord, from a commercially recognized financialinstitution in the Twin Cities metropolitan area, an irrevocable, unconditional standby letter ofcredit in the amount of $250,000.00, in substantially the form as set forth in Exhibit C attachedhereto and incorporated herein by reference, with any revisions thereof to be approved, in advance,by Landlord (such letter of credit, together with any other renewal or replacement letters ofcredit delivered or to be delivered by Tenant hereunder shall be referred to herein collectively asthe “**Letter of Credit**”); it being acknowledged and agreed by the parties, however, that pursuant tothe provisions of Article 37 below of this Lease Agreement, the amount of the Letter of Credit maybe subject to reduction. Subject to the provisions hereinafter provided with respect to areduction in the principal amount of the Letter of Credit if Tenant is not in default under thisLease Agreement, the Letter of Credit shall be maintained until ninety (90) days following theexpiration of the Term of this Lease Agreement. Tenant may periodically renew the Letter of Creditto assure that it is maintained throughout the entirety of said period; provided, any such periodicLetter of Credit must be extended, renewed and/or replaced with a new Letter of Credit at leastthirty (30) days prior to the maturity date of the preceding periodic Letter of Credit. So long asTenant is not in default under this Lease Agreement (and no event or condition exists which, butfor the passage of time or the giving of notice, would constitute a default), the Letter of Creditmay be reduced and/or replaced by a substitute Letter of Credit in the following lower amount atthe following time:Following the thirty-sixth (36th) full calendar month of the Term of thisLease Agreement, the Letter of Credit may be reduced by forty percent (40%) of itsoriginal principal amount.     Landlord may draw on the Letter of Credit as follows:
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     A. Notwithstanding any provision to the contrary contained within this Lease Agreement, in theevent of a default by Tenant beyond the passage of any applicable period of cure, grace or notice,in the payment of rent (whether denominated Minimum, Additional or otherwise) or any other defaultby Tenant beyond the passage of any applicable period of cure, grace or notice, under the terms ofthis Lease Agreement, then in such case Landlord may, at its option, draw upon the Letter of Creditfor the amount necessary to cure such default and apply the proceeds to such cure. Tenant shall,within thirty (30) days following the date of such draw on the Letter of Credit by Landlord,deliver to Landlord a replacement Letter of Credit for the full amount of the Letter of CreditLandlord was holding prior to such draw. If Tenant shall fail to deliver such replacement Letterof Credit to Landlord within said thirty (30) day period, then in such case and notwithstandinganything in Article 20 of this Lease Agreement to the contrary, an incurable default by Tenantshall have occurred under this Lease Agreement and Landlord may, at its option, draw upon theLetter of Credit for the full remaining amount of the Letter of Credit.     B. Anything herein to the contrary also notwithstanding, in the event Tenant’s right topossession of the Premises under this Lease Agreement is terminated by Landlord in compliance withapplicable law, then in such case, Landlord may, at its option, draw upon the Letter of Credit forthe full amount of the Letter of Credit.     C. In the event of the failure by Tenant to extend, renew and/or replace a maturing periodicLetter of Credit with a substitute Letter of Credit at least thirty (30) days prior to the statedexpiration date of said Letter of Credit, then in such case and notwithstanding anything in Article20 of this Lease Agreement to the contrary, a default by Tenant shall have occurred under thisLease Agreement which may only be cured by delivering a replacement letter of credit as providedbelow and Landlord may, at its option, draw upon the Letter of Credit for the full amount of theLetter of Credit; provided, however, if within thirty (30) days following the date Landlord drawson the Letter of Credit, Tenant shall deliver to Landlord a replacement Letter of Credit for thefull amount of the Letter of Credit drawn upon by Landlord and Tenant shall cure any other defaultsby Tenant then existing under this Lease Agreement, Landlord shall return to Tenant the proceeds ofthe Letter of Credit drawn upon by Landlord.     In the event Landlord shall draw upon the full amount (or in the case of subpart A above, thefull remaining amount) of the Letter of Credit pursuant to the foregoing provisions of this Article32, Landlord may, in addition to applying such proceeds to such other amounts as are payable toLandlord under Article 20 of this Lease Agreement following a default by Tenant, apply the proceedsof such Letter of Credit to Landlord’s Unamortized Transaction Costs, which Unamortized TransactionCosts shall be immediately due and payable. For purposes of this Article 32 , the “**TransactionCosts**” shall mean the T.I. Allowance furnished by Landlord pursuant to Article 4 above and anyLeasing Commissions paid by Landlord to Landlord’s broker pursuant to Article 29 above. The“**Unamortized Transaction Costs**” shall mean the then unamortized amount of the Transaction Costsassuming that the total amount of such Transaction Costs together with interest thereon at the rateof twelve percent (12%) per annum is being amortized in equal monthly installments over the sixty(60) full calendar month initial Term of this Lease Agreement.     Tenant understands that its potential liability under this Lease Agreement is not limited tothe amount of the Letter of Credit. Application of the proceeds of the Letter of Credit from timeto time by Landlord shall not constitute a waiver, but is in addition to all other remediesavailable to Landlord under this Lease Agreement and under law.**ARTICLE 33 — FIRST OFFER SPACE**     A, Subject to the provisions of Article 33 B below, Tenant shall have the following right offirst offer to lease space on the tenth (10th) of Southpoint Tower (hereafter the “**FirstOffer Space**”). Provided there would be at least three (3) years remaining in the initial Term ofthis Lease Agreement when Tenant would begin paying rent for such First Offer Space and no defaultby Tenant under this Lease Agreement beyond the passage of any applicable period of cure, grace ornotice has occurred and is then continuing, then in such case in the event First Offer Spacebecomes Available for Lease (as defined below) on or after January 1, 2009, Landlord shall notifyTenant in writing and identify such First Offer Space (“**Landlord’s Notice**”) and acting reasonably,Landlord shall include therewith the commencement date, the Market Rent (as defined in Article 35below) for the Minimum Rental payable for such First Offer Space and any Tenant Inducements (asdefined in Article 35 below) that Landlord is offering to provide (collectively, the “**LeaseTerms**”). Tenant shall have a period of ten (10) days following receipt of Landlord’s Notice toelect to lease all, but not less than all, of the First Offer Space which is the subject ofLandlord’s Notice (the “**Subject Space**”) for a term coterminous with the remainder of the Term ofthis Lease Agreement on the Lease Terms offered by Landlord, by giving written notice of suchelection to Landlord, time being of the essence (“**Tenant’s Notice**”). In the event such Tenant’sNotice is timely given by Tenant, the Subject Space shall be leased by Tenant from Landlord on theLease Terms offered by Landlord and the parties shall enter into a written amendment to this LeaseAgreement memorializing same. Conversely, in the event such Tenant’s Notice is not timely given byTenant or if Tenant notifies Landlord that it will decline to lease the Subject Space, Landlordshall be free to lease such Subject Space to one or more third parties and Tenant shall have nofurther rights under this Article 33 A to lease such Subject Space. As used herein, First OfferSpace shall be “**Available for Lease**” if such First Offer Space is not subject to any existing leaseand is not subject to the expansion rights of any other tenant of the Building; provided, however,Landlord may make such First Offer Space Available for Lease and give Landlord’s Notice thereforeas early as nine (9) months prior to the expiration of said existing lease and provided furtherthat nothing in this Article 33 A shall be deemed to prohibit Landlord from renewing or extendingthe term of a lease with the existing tenant thereof.     B. It is acknowledged and agreed by the parties that the right of Tenant to expand thePremises under this Lease Agreement pursuant to Article 33 A above to include First Offer Space ispersonal to Health Fitness Corporation (the “**Original Tenant**”) and should said Original Tenanteither assign this Lease Agreement or sublet all or any part of the Premises to any person orentity, Article 33 A above shall automatically become null and void and of no further force oreffect.**ARTICLE 34 — OPTION TO EXTEND TERM**     A. Subject to the provisions of Article 34 B below and provided this Lease Agreement orTenant’s right of possession hereunder has not been earlier terminated, Tenant shall have the rightto extend the Term of this Lease Agreement as to all, but not less than all, of the Premises thenbeing leased hereunder, including any First Offer Space leased by Tenant pursuant to Article 33above, for one (1) period of five (5) years beginning immediately following the initial Term (the“**Extended Term**”) subject to the following terms and conditions:               (i) Tenant shall give written notice to Landlord of the exercise of Tenant’s rightto extend the Term of this Lease Agreement no later than nine (9) months prior to thecommencement of the Extended Term, time being of the essence (the “**Renewal Notice**”).If no such Renewal Notice is timely given, this Lease Agreement shall terminate as ofthe end of the initial Term;               (ii) Tenant shall not be in default under this Lease Agreement beyond the passageof any applicable period of cure, grace or notice at the time of giving the RenewalNotice or at any time thereafter to and including the commencement of the ExtendedTerm; and               (iii) The extension of the Term hereunder for the Extended Term shall be on thesame terms and conditions as are applicable to the initial Term; provided, however, (a)Tenant shall have no further right to extend the Term of this Lease Agreement beyondthe end of the Extended Term, (b) Articles 4 and 33 shall not apply to the ExtendedTerm and (c) the monthly Minimum Rental payable by Tenant to Landlord for the ExtendedTerm shall be the Market Rent (as defined in Article 35 below) as reasonably determinedby Landlord.     B. It is acknowledged and agreed by the parties that the right of Tenant to extend the Term ofthis Lease Agreement under Article 34 A above is personal to Original Tenant and should saidOriginal Tenant either assign this Lease Agreement or sublet all or any part of the Premises to anyperson or entity, Article 34 A above shall automatically become null and void and of no furtherforce or effect.
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**ARTICLE 35 — MARKET RENT**     For purposes of Articles 33 and 34 above, “**Market Rent**” shall be the annual net rental rateper square foot of rentable area which a tenant would agree to pay, and a landlord would agree toaccept, as of the date in question, for the space in question in its then existing condition,assuming reasonably prudent persons, each being fully knowledgeable in all the facts, and eachbeing willing to deal but neither being under any compulsion to deal, and assuming a leasecontaining all of the terms, covenants and conditions of this Lease Agreement. Such Market Rentshall be based on prevailing rental rates being charged to tenants in comparable buildings ofsimilar age and construction in the southwest suburban area, including the Building giving dueconsideration to the length of time the space will be leased and whether or not tenant inducements,i.e., improvement allowances or costs, free or abated rent, Leasing Commissions or other leaseconcessions (collectively, the “**Tenant Inducements**”) are then customarily being offered inconnection with the lease of new space if Article 33 applies or in connection with the renewal ofexisting leases if Article 34 applies, it being the intention that the Landlord shall provideTenant Inducements which are consistent with and determined contemporaneously with thedetermination of Market Rent.**ARTICLE 36 — GENERAL**     This Lease Agreement does not create the relationship of principal and agent or of partnershipor of joint venture or of any association between Landlord and Tenant, the sole relationshipbetween Landlord and Tenant being that of landlord and tenant. No waiver of any default of Tenanthereunder shall be implied from any omission by Landlord to take any action on account of suchdefault if such default persists or is repeated, and no express waiver shall affect any defaultother than the default specified in the express waiver and that only for the time and to the extenttherein stated. The covenants of Tenant to pay the Minimum Rental and the Additional Rental areeach independent of any other covenant, condition, or provision contained in this Lease Agreement.The marginal or topical headings of the several Articles, paragraphs and clauses are forconvenience only and do not define, limit or construe the contents of such Articles, paragraphs orclauses. All preliminary negotiations are merged into and incorporated in this Lease Agreement.This Lease Agreement can only be modified or amended by an agreement in writing signed by theparties hereto. All provisions hereof shall be binding upon the heirs, successors and assigns ofeach party hereto. If any term or provision of this Lease Agreement shall to any extent be heldinvalid or unenforceable, the remainder shall not be affected thereby, and each other term andprovision of this Lease Agreement shall be valid and be enforced to the fullest extent permitted bylaw. If Tenant is a legal entity, each individual executing this Lease Agreement on behalf of saidentity represents and warrants that he is duly authorized to execute and deliver this LeaseAgreement on behalf of said entity in accordance with a duly adopted resolution of the governingbody of said entity or in accordance with the organizational documents of said entity, and thatthis Lease Agreement is binding upon said entity in accordance with its terms. No receipt oracceptance by Landlord from Tenant of less than the monthly rent herein stipulated shall be deemedto be other than a partial payment on account for any due and unpaid stipulated rent; noendorsement or statement of any check or any letter or other writing accompanying any check orpayment of rent to Landlord shall be deemed an accord and satisfaction, and Landlord may accept andnegotiate such check or payment without prejudice to Landlord’s rights to (i) recover the remainingbalance of such unpaid rent or (ii) pursue any other remedy provided in this Lease Agreement.Neither party shall record this Lease Agreement or any memorandum thereof, and any such recordationshall be a breach of this Lease Agreement void, and without effect. Time is of the essence withrespect to the due performance of the terms, covenants and conditions herein contained. Submissionof this instrument for examination does not constitute a reservation of or option for the Premises,and this Lease Agreement shall become effective only upon execution and delivery thereof byLandlord and Tenant.**ARTICLE 37 — REDUCTION IN AMOUNT OF LETTER OF CREDIT; CONTINGENT ANNUAL PAYMENTS**     Notwithstanding anything in Articles 4 and 32 of this Lease Agreement to the contrary, in theevent Landlord does not actually furnish the entire $450,000.00 T.I. Allowance to Tenant forImprovement Costs pursuant to the provisions of Article 4 of this Lease Agreement (hereafter theportion of the $450,000.00 T.I. Allowance not furnished by Landlord is referred to as the“**Unfurnished Allowance**”) then the following shall apply: (i) Tenant shall be entitled to areduction in the principal amount of the Letter of Credit furnished by Tenant to Landlord pursuantto Article 32 above of this Lease Agreement equal to the amount of the Unfurnished Allowance and ifthe amount of the Unfurnished Allowance equals or exceeds $250,000.00, said Letter of Credit shallbe released in its entirety by Landlord; and (ii) so long as neither this Lease Agreement norTenant’s right to possession of the Premises hereunder has been terminated and Tenant is not indefault under this Lease Agreement (and no event or condition exists which, but for the passage oftime or the giving of notice or both, would constitute a default) at the time a Contingent AnnualPayment is due hereunder, Landlord shall make the following annual payments to Tenant at thefollowing times (herein each such annual payment is referred to as a “**Contingent Annual Payment**”):at the end of each of the twelfth (12th), twenty-fourth (24th), thirty-sixth(36th), forty-eighth (48th) and sixtieth (60th) full calendarmonths of the Term of this Lease Agreement, Landlord shall make a Contingent Annual Payment toTenant equal to the product of (x) the amount of the Unfurnished Allowance and (y) 0.2374.**ARTICLE 38 — EXCULPATION**     Tenant agrees to look solely to Landlord’s interest in the Building for the recovery of anyjudgment from Landlord, it being agreed that Landlord and Landlord’s partners, whether general orlimited (if Landlord is a partnership) or its directors, governors, officers, managers, members orshareholders (if Landlord is a limited liability company or corporation), shall never be personallyliable for any such judgment.**ARTICLE 39 – SUBMISSION**     Submission of this Lease Agreement by Landlord to Tenant for examination and/or executionshall not in any manner bind Landlord and no obligations on Landlord shall arise under this LeaseAgreement unless and until this Lease Agreement is fully signed and delivered by Landlord andTenant; provided, however, the execution and delivery by Tenant of this Lease Agreement to Landlordshall constitute an irrevocable offer by Tenant of the terms and conditions herein contained, whichoffer may not be revoked for thirty (30) days after such delivery.     **IN WITNESS WHEREOF**this Lease Agreement has been duly executed by the parties hereto as of theday and year indicated above.             **TENANT: HEALTH FITNESS CORPORATION**   **LANDLORD: UNITED PROPERTIES INVESTMENT LLC**               By:       /s/ Wesley W. Winnekins   By: /s/ John Saunders            Wesley