Exhibit 10.17


 


 


 


LEASE AGREEMENT


 


BETWEEN


 


CONTROL DATA SYSTEMS, INC.


 


(LANDLORD)


 


AND


 


DATA SCIENCES INTERNATIONAL, INC.


 


(TENANT)


 


AT


 


4211 LEXINGTON AVENUE NORTH

ARDEN HILLS, MINNESOTA


 


(PREMISES)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  1.

  	
  PARTIES

  	
  1

  
	
  2.

  	
  PREMISES

  	
  1

  
	
  3.

  	
  TERM

  	
  1

  
	
  4.

  	
  OPTION TO EXTEND LEASE

  	
  1

  
	
  5.

  	
  EARLY TERMINATION OPTION

  	
  2

  
	
  6.

  	
  RENT

  	
  2

  
	
  7.

  	
  OPERATING EXPENSES

  	
  2

  
	
  8.

  	
  TENANT LEASEHOLD IMPROVEMENT ALLOWANCES

  	
  4

  
	
  9.

  	
  CONSTRUCTION OF LEASEHOLD IMPROVEMENTS

  	
  5

  
	
  10.

  	
  OPTION TO EXPAND

  	
  5

  
	
  11.

  	
  FAIR MARKET RENT DEFINITION

  	
  6

  
	
  12.

  	
  ARBITRATION PROCEDURES

  	
  6

  
	
  13.

  	
  LANDLORD PROVIDED WORK

  	
  7

  
	
  14.

  	
  USE

  	
  7

  
	
  15.

  	
  TAXES

  	
  8

  
	
  16.

  	
  SERVICES

  	
  8

  
	
  17.

  	
  MAINTENANCE AND REPAIRS

  	
  8

  
	
  18.

  	
  ADDITIONAL ALTERATIONS AND ADDITIONS

  	
  9

  
	
  19.

  	
  INSURANCE; INDEMNITY

  	
  10

  
	
  20.

  	
  DAMAGE OR DESTRUCTION

  	
  11

  
	
  21.

  	
  PARKING AND TENANT ENTRANCE

  	
  13

  
	
  22.

  	
  CONDEMNATION

  	
  13

  
	
  23.

  	
  ASSIGNMENT AND SUBLETTING

  	
  14

  
	
  24.

  	
  DEFAULT

  	
  14

  
	
  25.

  	
  SIGNS

  	
  16

  
	
  26.

  	
  SUBORDINATION

  	
  17

  
	
  27.

  	
  SURRENDER

  	
  17

  
	
  28.

  	
  HOLDING OVER

  	
  18

  
	
  29.

  	
  BINDING ON SUCCESSORS AND ASSIGNS

  	
  18

  
	
  30.

  	
  NOTICES

  	
  18

  



 


i

















 


	
  31.

  	
  LANDLORD’S RIGHT TO INSPECTIONS

  	
  18

  
	
  32.

  	
  CHOICE OF LAW

  	
  19

  
	
  33.

  	
  ATTORNEY’S FEES

  	
  19

  
	
  34.

  	
  LANDLORD’S LIABILITY

  	
  19

  
	
  35.

  	
  WAIVERS

  	
  19

  
	
  36.

  	
  INCORPORATION OF PRIOR AGREEMENTS

  	
  19

  
	
  37.

  	
  TIME

  	
  19

  
	
  38.

  	
  SEVERABILITY

  	
  20

  
	
  39.

  	
  ESTOPPEL CERTIFICATES

  	
  20

  
	
  40.

  	
  AMERICANS WITH DISABILITIES ACT

  	
  20

  
	
  41.

  	
  COVENANTS AND CONDITIONS

  	
  20

  
	
  42.

  	
  SINGULAR AND PLURAL

  	
  20

  
	
  43.

  	
  USE

  	
  20

  
	
  44.

  	
  ADDENDUM

  	
  21

  
	
  45.

  	
  BROKER

  	
  21

  
	
  46.

  	
  BUILDING RULES AND REGULATIONS

  	
  21

  
	
  47.

  	
  ENVIRONMENTAL COMPLIANCE AND REQUIREMENTS

  	
  21

  
	
  48.

  	
  FURNITURE RENTAL

  	
  21

  
	
  49.

  	
  SOLICITATION

  	
  22

  
	
  50.

  	
  QUIET ENJOYMENT

  	
  22

  
	
  51.

  	
  FAIR DEALING AND CONSENTS

  	
  22

  
	
  52.

  	
  COMMON AREA ACCESS

  	
  22

  
	
  53.

  	
  SECURITY DEPOSIT

  	
  22

  
	
  54.

  	
  LANDLORD’S RIGHT TO SHOW PREMISES

  	
  23

  
	
  55.

  	
  NON INTERFERENCE

  	
  23

  
	
  56.

  	
  ROOF RIGHTS

  	
  23

  
	
  57.

  	
  BUILDING ACCESS AND HOURS OF OPERATION

  	
  23

  
	
  58.

  	
  RIGHT OF FIRST REFUSAL TO LEASE

  	
  23

  
	
  59.

  	
  FORCE MAJEURE

  	
  24

  



 


ii

















 


	
  EXHIBIT A

  	
  PREMISES

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  SERVICES

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  PARKING AND ENTRANCE

  
	
   

  	
   

  
	
  EXHIBIT D

  	
  BUILDING RULES AND REGULATIONS

  
	
   

  	
   

  
	
  EXHIBIT E

  	
  ENVIRONMENTAL COMPLIANCE AND REQUIREMENTS

  
	
   

  	
   

  
	
  EXHIBIT F

  	
  FURNITURE RENTAL

  
	
   

  	
   

  
	
  EXHIBIT G

  	
  LANDLORD PROVIDED WORK

  
	
   

  	
   

  
	
  EXHIBIT H

  	
  HAZARDOUS SUBSTANCES

  
	
   

  	
   

  
	
  EXHIBIT I

  	
  APPROVED PLAN FOR TENANT LEASEHOLD IMPROVEMENTS

  



 


iii

















 


LEASE AGREEMENT


 


1.             PARTIES.


 


This
Lease is made and entered into this 15th day of June, 1995, by and between CONTROL
DATA SYSTEMS, INC. (hereinafter referred to as “Landlord”) and DATA SCIENCES
INTERNATIONAL, INC., hereinafter referred to as “Tenant”).


 


2.             PREMISES.


 


In
consideration of the rents and covenants herein agreed to be paid and
performed, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, on the terms and conditions hereinafter set forth, that certain space
(the “Premises”) consisting of approximately twenty-two thousand seven hundred
eighty-nine (22,789) usable square feet and other improvements in a building
(the “Building”) located at 4211 Lexington Avenue North, Arden Hills,
Minnesota, 55126-6164. The Building is known as Building Two and is one of
three buildings on the property. Effective December 15, 1995, the Premises will
expand to approximately twenty-three thousand five hundred thirty-seven
(23,537) usable square feet. The Premises, including the December 15, 1995
expanded Premises, are more particularly designated on the plan attached hereto
as Exhibit A and made a part of this Lease Agreement.


 


3.             TERM.


 


The
term of this Lease shall be eighty-four (84) months commencing on June 15, 1995
(the “Commencement Date”), and ending at midnight on June 14, 2002, unless
sooner terminated as hereinafter provided (the “Term”). Notwithstanding the
foregoing, Landlord shall not be liable under this Lease Agreement for a
failure to tender possession of the Premises to Tenant on the commencement date
if such failure is attributable to reasons beyond Landlord’s control; and
provided further, Tenant shall not be liable under this Lease Agreement until
all utilities and services agreed to be furnished by Landlord are available for
Tenants’ use.


 


4.             OPTION TO EXTEND LEASE


 


Tenant
shall have the right and option (the “Option”) to extend this Lease for all
(but not part) of the Premises, as hereinafter provided, for two (2) periods of
three (3) years each (hereinafter referred to as “Renewal Term One” and “Renewal
Term Two”) provided that (i) there is not then an Event of Default at the
time of exercise of the Option nor at the commencement of either of the Renewal
Terms; and (ii) that there has not been a material adverse change to Tenant’s
financial status. Tenant’s right to extend for any Renewal Term shall lapse
without further act or deed if Tenant has not exercised its option to extend
for all available preceding Renewal Terms.


 


The
Option shall be exercised by Tenant giving written notice to Landlord of Tenant’s
intention to exercise said Option on or before that date which is not more than
twelve (12) months nor less than nine (9) months prior to the then applicable
expiration date for the Term. Unless Landlord has received such written notice
of Tenant’s intention to exercise said Option within the time period specified
herein, then Landlord shall have no further obligation to offer the Premises to
the Tenant. If Tenant has not exercised its Option to extend the Terms as


 


1

















 


outlined herein, Landlord shall be entitled to
show the Premises at least nine (9) months prior to the expiration of each Term
and offer the Premises for lease to any other prospective tenants. The Option
contained herein is personal to Tenant and shall not be assigned or sublet to
another party, except as to such party that purchases Tenant.


 


Rental rates will be at then Fair
Market Rate, but, in no case, less than the current Base Rent then in effect
for the Premises. The Fair Market Rent shall be established by agreement between
Landlord and Tenant in accordance with the FAIR MARKET RENT DEFINITION section
or, failing agreement, in accordance with the ARBITRATION PROCEDURES section.


 


5.             EARLY TERMINATION OPTION


 


Tenant shall have the right to
terminate this Lease effective as of the expiration of the sixtieth (60th)
month of the term upon nine (9) months prior written notice to Landlord and
payment of a termination fee prior to the effective date of termination. The
termination fee shall be (a) the then unamortized portion of any Tenant
Leasehold Improvement Allowance (as defined in the TENANT LEASEHOLD IMPROVEMENT
ALLOWANCE section) expended by Tenant, plus (b) the then unamortized portion of
the brokers commissions (as defined in the BROKER section), plus (c) interest
at ten percent (10%) per annum, plus (d) four (4) times the monthly rent in
effect during the sixtieth (60th) month of the term. Additional Early
Termination Fees will be proportionately added as applicable if Tenant elects
to lease additional space as provided for herein. Failure to provide at least
nine (9) months advance written notice or failure to pay the termination fee
prior to the termination date will result in forfeiture of Tenant’s option to
cancel.


 


6.             RENT.


 


Tenant agrees to pay rent for the
Premises (excluding expansion space under section 10) in monthly installments
according to the following schedule (the Base Rent):


 


	
  Months

  	
   

  	
  Annual Base Rent/USF

  	
   

  	
  Base Rent/Month

  	
   

  
	
  1 – 6

  	
   

  	
   

  	
  $

  	
  7.38

  	
   

  	
  $

  	
  14,015.23

  	
   

  
	
  7 – 48

  	
   

  	
   

  	
  $

  	
  7.38

  	
   

  	
  $

  	
  14,475.26

  	
   

  
	
  49 – 66

  	
   

  	
   

  	
  $

  	
  8.38

  	
   

  	
  $

  	
  16,436.67

  	
   

  
	
  67 – 84

  	
   

  	
   

  	
  $

  	
  9.38

  	
   

  	
  $

  	
  18,398.09

  	
   

  



 


During the first thirty-six (36)
months of the term of this Lease, Tenant shall pay $5.77 per square foot per
annum for Operating Expenses (as defined in the OPERATING EXPENSES section),
payable monthly with Base Rent, subject to increase only to the extent that
Tenant’s pro rata share of real estate taxes increase above $1.30 per square
foot per annum. Effective at the beginning of month thirty-seven (37) of the
Term, Tenant’s pro rata share of Operating Expenses shall reflect an increase
in Operating Expenses equivalent to three percent (3%) per year for each of the
preceding three years. On each January 1 of the Term thereafter, Tenant’s pro
rata share


 


2

















 


of Operating Expenses shall increase three percent (3%) over Tenant’s pro
rata share for the previous year, with the exception of Tenant’s pro rata share
of real estate taxes which shall reflect the actual increases. Operating
Expenses (including real estate taxes) in any one calendar year shall not be
less than $5.77 per square foot per annum.


 


Said Rent is subject to late
charges and other terms and conditions of this Agreement. Monthly rental shall
be payable in advance on the first day of each month during the Term of this
Lease, without notice or demand and without any deduction, off-set, or
abatement, except as described herein, in lawful money of the United States to
the Landlord at the address stated herein for notices or to such other persons
or such other places as the Landlord may designate to Tenant in writing. Rent
not paid within ten (10) days of the due date shall be subject to a late charge
equal to the lesser of 5% of the amount unpaid or the maximum allowable under
applicable law, with an additional amount due every month it remains unpaid. Any
items of additional rent shall be invoiced on a monthly basis by Landlord and
shall be payable by Tenant within fifteen (15) days of the date of such
invoice.


 


7.             OPERATING EXPENSES


 


(a)           Operating Expenses as Additional Rent. During the Term of the Lease, Tenant
shall pay to Landlord as additional rent, without any set-off or deduction
except as described herein, a prorata share (“Tenant’s Proportionate Share”) of
all costs which Landlord may incur in owning, maintaining and operating the
Building (“Operating Expenses”). Tenant’s Proportionate Share of Operating
Expenses shall be that fraction, the numerator of which is the area of the
Premises and the denominator of which is the total area of the Building
(204,778 square feet).


 


(b)           Definition of Operating Expenses. The term “Operating Expenses” shall mean
all of the following: (i) all of Landlord’s direct costs and expenses of operation,
repair and maintenance of the Building, the property and the common areas and
supporting facilities, as determined by Landlord in accordance with generally
accepted accounting principles or other recognized accounting principles,
consistently applied; (ii) costs, or a portion thereof, properly allocable to
the Building, property or common areas of any capital improvements made to the
Building, property or common areas by Landlord which comprise labor-saving
devices or other equipment intended to improve the operating efficiency of any
system within the Building, property or common areas (such as an energy
management computer system) to the extent of cost savings in Operating Expenses
as a result of the device or equipment, as reasonably determined by Landlord;
and (iii) costs properly allocable to the Building, property or common areas of
any capital improvements made to the Building, property or common areas by
Landlord that are required under any governmental law or regulation that was
not applicable to the Building, property and common areas at the time they were
constructed, or that are reasonably required for the health and safety of
tenants in the property or Building, the costs, or allocable portion thereof,
to be amortized over its useful life as reasonably determined by Landlord and
Tenant will pay Tenant’s Proportionate Share based on the time remaining in the
lease term, together with interest upon the unamortized balance at the interest
rate or such higher rate as may have been paid by Landlord on funds borrowed
for the purpose of constructing the capital improvements. The term “Operating
Expenses” shall include the costs of all utilities (including surcharges) for
the property and Building; the cost of all insurance which Landlord or Landlord’s
lender deems necessary for the property and Building; a property management fee
equal to ten


 


3

















 


percent (10%) of Operating
Expenses; and the Real Property Taxes. If Landlord elects to self-insure or includes
the Building under blanket insurance policies covering multiple properties,
then the term “Operating Expenses” shall include the portion of the cost of
such self-insurance properly allocated by Landlord to this Building.


 


(c)           Exclusions From Operating Expenses. The term “Operating Expenses” shall not
include (i) costs paid directly by Tenant; (ii) principal and interest payments
on loans secured by deeds of trust recorded against property; (iii) real
estate sales or leasing brokerage commissions; or (iv) executive salaries of
off-site personnel employed by Landlord except for the charge (or pro rata
share) of the manager of the property and building; (v) any costs or expenses
resulting from defective design or construction of the Building, or the presence
of Hazardous Substances, except for such Hazardous Substances as are
attributable to Tenant, (as described in Exhibit E) on the date hereof or at
any time during the Term.


 


8.             TENANT LEASEHOLD IMPROVEMENT ALLOWANCE.


 


Landlord
shall provide an allowance for the planning and design of Tenant Leasehold
Improvements of up to a maximum of two thousand five hundred ($2,500) dollars.


 


Landlord will also provide an
allowance for the construction of Tenant leasehold improvements (the “Tenant
Leasehold Improvement Allowance”) of up to fifteen ($15.00) dollars per usable
square foot. This Tenant Leasehold Improvement Allowance shall not exceed three
hundred fifty-three thousand fifty-five ($353,055.00) dollars which also
includes a fifteen dollar ($15.00) allowance per usable square foot for the
December 15, 1995 expanded space. The Tenant Leasehold Improvement
Allowance shall be the maximum contribution by Landlord for the cost of Tenant
Leasehold Improvements. The Landlord Provided Work which is outlined on Exhibit
G will not be included in this Tenant Leasehold Improvement Allowance.


 


Tenant
shall have completed and submitted to Landlord its approved plan (Exhibit I)
for Tenant Leasehold Improvements not less than ninety (90) days prior to the
Commencement Date. Tenant and Landlord agree that changes to the plan may be
submitted; however, any changes made or agreed to by Tenant after the 90th day
prior to the Commencement Date which delay the occupancy of the Premises beyond
the Commencement Date will be the sole responsibility of the Tenant and, in no
case, will the Commencement Date originally agreed to herein be changed. It is
further understood that Base and Additional Rent payments will begin on the
Commencement Date so established. If Landlord does not complete the Tenant
Leasehold Improvements by the Commencement Date to the reasonable satisfaction
of Tenant for any reason other than Tenant changes after the 90th day prior to
the Commencement Date, Tenant may, but is not obligated to, take possession of
the Premises. If Tenant elects to take possession of the Premises but cannot
conduct its business in the usual manner with respect to any portion of the
Premises, Base Rent will be abated as to that portion of the Premises which
cannot be utilized by Tenant in such usual manner. In no event shall Tenant’s
obligation to pay rent be reduced by any unexpended amount of the Tenant
Improvement Allowance. Tenant shall have the right to apply the Tenant
Improvement Allowance only to costs and fees incurred by Tenant in the
construction of the Tenant improvements. In no case, will such Tenant
Improvement Allowance be used for the installation of phone and/or computer
systems or the personal property of Tenant.


 


4

















 


All
such improvements and/or purchases utilizing this Tenant Leasehold Improvement
Allowance will be deemed the sole property of the Landlord.


 


This
Section of the Lease shall survive termination of the Lease.


 


9.             CONSTRUCTION OF LEASEHOLD IMPROVEMENTS


 


Tenant
shall have the right to hire its own architect. Landlord will be responsible
for the selection of the general and subcontractors, provided that all
contractors and subcontractors shall be reasonably acceptable to Tenant. Landlord
shall be responsible for supervision of completion of the Tenant Leasehold
Improvements. Landlord will not charge any additional construction fees or any
management fees related to the construction of the leasehold improvements
unless Landlord serves as the general contractor, whereby, the Landlord’s
general contracting fee and markups shall not exceed five percent (5%) of the
total constructional costs and such additional fees will be disclosed in the
bid. All work must conform to specified plans, code, ordinances and other legal
requirements.


 


The
same conditions shall apply to the construction of leasehold improvements pertaining
to any additional and expansion option space later added to the initial
Premises which shall be reasonably agreed to by Landlord and Tenant in order to
effect occupancy by the due date.


 


10.           OPTION TO EXPAND


 


Tenant
will have the first right to lease, upon three (3) months advance written
notice to Landlord, a portion of the upper level of Building Two under the same
terms and conditions with a term that runs coterminous with the Term of the
Lease Agreement, hereinafter referred to as Expansion One and Expansion Two,
according to the following:


 


(a)           Expansion One - up to three thousand one hundred sixty-four (3,164) usable square
feet at the commencement of the twenty-fifth (25th) month of the Term. This
Expansion One space is more particularly identified on the plan attached hereto
as Exhibit A and made part of this Lease Agreement. For such Expansion One
space Tenant shall pay (1) Base Rent of nine dollars and six cents ($9.06),
Operating Expenses of four dollars and forty-seven cents ($4.47) and real
estate taxes of one dollar thirty cents ($1.30) as stated in Section 6, plus
(2) Tenant’s pro rata share of any actual increases in real estate taxes since
the Commencement Date, plus (3) Tenant’s pro rata share of an increase in
Operating Expenses of three percent (3%) for each year since the Commencement
Date.


 


(b)           Expansion Two - up to an additional three thousand five hundred (3,500)
usable square feet, which space shall be contiguous to and in reasonably the
same proportion of internal and perimeter footage as the Premises, at the
commencement of the forty ninth (49th) month of the Term. Rental rates for such
Expansion Two space will be at then Fair Market Rent established by agreement
between Landlord and Tenant in accordance with the FAIR MARKET RENT DEFINITION
section or, failing agreement, in accordance with the ARBITRATION PROCEDURES
section but, in no case, less than the lower of the two rental rates currently
in effect for the initial Premises or the Expansion One space.


 


5

















 


To the
extent that Tenant does not exercise its option for the full amount of square
feet of the first expansion space, the unused portion will be carried forward
and added to the next option for expansion space.


 


Landlord
will also provide a maximum Tenant Leasehold Improvement Allowance of up to
fifteen dollars ($15.00) per usable square foot to be utilized for Expansion
One and Expansion Two space. If less than this amount is expended by Landlord
for leasehold improvements, then the Tenant’s rent as stated above, will be
adjusted accordingly to reflect only that amount actually utilized. Tenant can
utilize the expansion space Tenant Leasehold Improvement Allowance for
leasehold improvements elsewhere in the Premises which are directly required to
effect the expansion space operational changes. However, such Tenant
Improvement Allowance will only be used for costs and fees incurred in the construction
of Tenant improvements and not for the installation of phone and/or computer
systems or the personal property of Tenant.


 


11.           FAIR MARKET RENT DEFINITION


 


“Fair
Market Rent” shall mean the base rent that the Landlord would receive as of the
commencement date in question if it were to lease to a tenant with a credit
standing which Landlord reasonably determines is comparable to that of Tenant
for similar sized space, similar leasehold improvements and similar other terms
and conditions. For purposes of the determination of “Fair Market Rent,” it
shall be assumed that Landlord and Tenant are each ready, willing and able to
enter into such a lease but are under no compulsion to do so.


 


12.           ARBITRATION PROCEDURES


 


The
parties to this Lease will initially attempt to agree upon the Fair Market Rate.
If they have been unable to so agree within the period that they are required
to agree as to such matter under the Lease, then either party may request by
written notice to the other party (“Arbitration Request”) that the matter be
determined by binding arbitration by an arbitration board consisting of three
reputable MAI appraisers who are recognized experts regarding office leases in
the Twin Cities area. One arbitrator will be appointed by each party, and each
such arbitrator will have no material financial or other business interest in
common with the party selecting such arbitrator. If a party fails to appoint an
arbitrator and notify the other party of such appointment within thirty (30)
days after the Arbitration Request is made, then the arbitrator that was
appointed by the other party within such 30-day period will be the sole
arbitrator. If two arbitrators are properly appointed and such first two
arbitrators are unable to agree on a third arbitrator within thirty (30) days
after the appointment of the second arbitrator, then such third arbitrator will
be appointed by the presiding judge of Ramsey County District Court, or by any
person to whom such presiding judge formally delegates the matter, or, if such
methods of appointment fail, by the American Arbitration Association.


 


The
parties will submit a copy of this Lease to the sole arbitrator or the three
arbitrators, as the case may be. In establishing the definition of Fair Market
Rent, the arbitrator or arbitrators shall apply the standard described in the
FAIR MARKET RENT DEFINITION section. If the arbitration is conducted by a sole
arbitrator, such sole arbitrator will render his or her determination of the
Fair Market Rate applicable during the period in question to the parties by the thirtieth (30th) day after the Arbitration
Request was made. If the arbitration is conducted


 


6

















 


by three arbitrators, each arbitrator will submit his or her determination(s)
of the Fair Market Rate applicable during the period in question in a sealed
envelope by the thirtieth (30th) day following appointment of the last
arbitrator, and any determinations not submitted by such time shall be
disregarded. In such cases, the parties will meet on such thirtieth (30th) day
(or if it is not a business day, on the first business day thereafter) at the
office of Landlord, or such other place as the parties may agree, and
simultaneously deliver the determinations. If the determinations of at least
two of the arbitrators are identical in amount, such amount will be deemed the
decision of the arbitrators. If the determination of the three arbitrators are
different in amount, the decision as to the Fair Market Rate will be
independently determined as follows:


 


(i)            If neither the highest nor lowest determination
differs from the middle determination by more than fifteen (15%) percent of
such middle determination, then the decision will be deemed to be the average
of the three determinations; and


 


(ii)           If clause (i) does not apply, then the decision will be deemed to be the
average of the middle determination and the determination closest in amount to
such middle determination.


 


The decision of the arbitrators,
determined as above set forth, will be final and nonappealable. The fees and
expenses of the arbitrator or arbitrators will be shared equally by Landlord
and Tenant. During the period of time that any arbitration is pending under
this Lease, the parties to this Lease will continue to comply with all those
terms and provisions that are not the subject of the arbitration.


 


13.           LANDLORD PROVIDED WORK


 


Landlord will, at Landlord’s
expense, provide for the work outlined on Exhibit G, Landlord Provided Work. Anything to the contrary
in this Section notwithstanding, if Landlord does not complete for any reason,
the Landlord Provided Work as described in Exhibit G by the dates specified
therein, to the reasonable satisfaction of the Tenant, Tenant’s Base Rent shall
be abated by twenty-five (25%) for each day until such Landlord Provided Work
is completed.


 


14.           USE.


 


Tenant shall use the Premises
only for general office, electronics design, manufacturing, storage and
laboratory research (including laboratory research with rodents) or only as otherwise
outlined and stated in this Lease, and for no other purpose without the
Landlord’s prior written consent. Tenant shall not do, bring or keep anything
in or about the Premises that will cause a cancellation of any insurance
covering the Premises or the building in which the Premises are located. If the
rate of any insurance carried by the Landlord is increased as a result of
Tenant’s use, Tenant shall pay to Landlord within ten (10) days after written
demand from Landlord, the amount of any such increase. Tenant shall comply with
all laws concerning the Premises or Tenant’s use of the Premises, including
without limitation, the obligation at Tenant’s cost to alter, maintain, or
restore the Premises in compliance and conformity with all laws relating to the
condition, use, or occupancy of the Premises by Tenant during the term of this
Lease. Tenant shall not use or permit the use of the Premises in any manner
that will tend to create waste or a nuisance or, if there shall be more than
one tenant of the building containing the Premises, which shall unreasonably
disturb any other tenant.


 


7

















 


Subject to satisfactory
completion of Tenant Leasehold Improvements, Tenant hereby accepts the Premises
in their condition existing as of the date that Tenant possesses the Premises,
subject to all applicable zoning, municipal, county and state laws, ordinances,
regulations governing or regulating the use of the Premises and accepts this
Lease subject thereto and to all matters disclosed thereby. Tenant hereby
acknowledges that neither the Landlord nor the Landlord’s agent has made any
representation or warranty to Tenant as to the suitability of the Premises for
the conduct of Tenant’s business.


 


15.           TAXES.


 


(a)           Real Property Taxes.


 


Landlord shall pay all real
property taxes and general assessments levied and assessed against the Premises
during the Term of this Lease (other than assessments payable under an
assessment agreement used in connection with tax increment financing).


 


(b)           Personal Property Taxes.


 


Tenant shall pay prior to the
delinquency all taxes assessed against and levied upon the trade fixtures,
furnishings, equipment and other personal property of Tenant contained in the
Premises. Tenant shall endeavor to cause such trade fixtures, furnishings and
equipment and all other personal property to be assessed and billed separately
from the property of the Landlord. If any of Tenant’s said personal property
shall be assessed with Landlord’s property, Tenant shall pay to Landlord the
taxes attributable to Tenant within ten (10) days after receipt of a written
statement from Landlord setting forth the taxes applicable to Tenant’s
property.


 


(c)           Other Taxes


 


Tenant shall pay all taxes
(whether characterized as a sales tax or otherwise) upon the Base Rent payable
hereunder if it is clearly demonstrable from legislative history that such
taxes are levied in lieu of real property taxes or additional real property
taxes. Tenant shall not be obligated to pay any income, excess profits, estate,
single business, inheritance, succession, transfer, franchise, capital or other
tax assessments upon Landlord or, except as provided in this clause, upon the
Base Rent or additional rent payable under this Lease.


 


16.           SERVICES.


 


(a)           Landlord agrees to provide during the Term, at no additional cost to
Tenant, the services listed on Exhibit B, Section I. Landlord shall not be
liable for full or partial stoppage or interruption of any of the above
services, if such stoppage or interruption arises from conditions beyond
Landlord’s reasonable control.


 


(b)           Additional services set forth on Exhibit B, Section II, are not available.


 


17.           MAINTENANCE AND REPAIRS.


 


(a)           Landlord’s Obligations. Except as provided in the DAMAGE OR DESTRUCTION
section, and except for damage caused by any negligent or intentional act or


 


8

















 


omission of Tenant, Tenant’s
agents, employees, or invitees, Landlord at its sole cost and expense shall
keep in good condition and repair the foundations, exterior walls, and exterior
roof of the Premises. Landlord shall also maintain the electrical, plumbing and
sewage fixtures and systems including, without limitation, those portions of
the systems lying outside the Premises; window frames, gutters and down spouts
on the building, all sidewalks, landscaping and other improvements that are a
part of the Building or of which the Premises are a part. The Landlord shall
also maintain the heating, ventilating and air-conditioning systems and the
elevators servicing the Premises. Landlord shall have seven (7) days after
notice from Tenant to commence to perform its obligations under this section,
except that Landlord shall perform its obligations immediately if the nature of
the problem presents a hazard or emergency situation. If Landlord fails to
begin and diligently pursue maintenance and repair or if Landlord refuses or
neglects to maintain or repair the Premises or parts of the Building affecting
the Premises within seven (7) days of notice by Tenant to Landlord, and such
failure to begin, refusal or neglect adversely affects Tenant’s ability to
conduct its business, including without limitation Tenant’s ability to carry
out its electronics manufacturing, Tenant may make the repairs necessary to
permit it to conduct its business and Landlord shall pay to Tenant all actual
and reasonable costs incurred by Tenant in making such repairs. If Landlord
does not pay such amount to Tenant upon presentation to Landlord of a bill
therefore, Tenant may offset such amount against future payments of Base Rent
and additional rent in the order due.


 


(b)           Tenant’s Obligations. Subject to the provisions of Sub-paragraph (a) above
and the DAMAGE OR DESTRUCTION section, Tenant at Tenant’s sole cost and expense
shall keep in good order, condition and repair the Premises and every part
thereof, including, without limitation, all Tenant’s personal property,
fixtures, signs, store fronts, plate glass, show windows, doors, interior
walls, interior ceiling, and lighting facilities.


 


If Tenant fails to perform Tenant’s
obligations as stated herein, Landlord may at its option (but shall not be
required to), enter the Premises, after ten (10) days prior written notice to
Tenant, put the same in good order, condition and repair, and the costs
thereof, together with interest thereon at the rate of ten (10%) percent per
annum, shall become due and payable as additional rent to Landlord together
with Tenant’s next rental installment.


 


18.           ADDITIONAL ALTERATIONS AND ADDITIONS.


 


Except for the Tenant
Improvements as set forth in the TENANT LEASEHOLD IMPROVEMENT ALLOWANCE and
CONSTRUCTION OF LEASEHOLD IMPROVEMENTS sections, Tenant shall not, without the
Landlord’s prior written consent, make any alterations, improvements or
additions in or about the Premises except for nonstructural work. As a
condition to giving any such consent, the Landlord may require the Tenant to
remove any such alterations, improvements, or additions at the expiration of
the Term, and to restore the Premises to their prior condition by giving Tenant
thirty (30) days written notice prior to the expiration of the Term that
Landlord requires Tenant to remove any such alterations, improvements or
additions that Tenant has made to the Premises. If Landlord so elects, Tenant
at its sole cost shall restore the Premises to the condition designated by
Landlord in its election before the last day of the Term of the Lease.


 


9

















 


Before commencing any work
relating to the alterations, additions, or improvements affecting the Premises,
Tenant shall notify Landlord in writing of the expected date of the
commencement of such work so that Landlord can post and record the appropriate
notices of non-responsibility to protect Landlord from any mechanic’s liens,
materialman liens, or any other liens. In any event, Tenant shall pay, when
due, all claims for labor and materials furnished to or for Tenant at or for
use in the Premises. Tenant shall not permit any mechanic’s liens or materialman’s
liens to be levied against the Premises for any labor or material furnished to
Tenant or claimed to have been furnished to Tenant or Tenant’s agents or
contractors in connection with work of any character performed or claimed to
have been performed on the Premises by or at the direction of Tenant. Tenant
shall have the right to protest the validity of any such lien if, immediately
on demand by Landlord, Tenant procures and records a lien release bond meeting
the requirements of Minnesota law providing for the payment of any sum that the
claimant may recover on the claim (together with the costs of suit, if it is
recovered in the action).


 


Unless the Landlord requires
their removal as set forth above, all alterations, improvements or additions
which are made on the Premises by the Tenant shall become the property of the
Landlord and remain upon and be surrendered with the Premises at the expiration
of the Term. Notwithstanding the provisions of this paragraph, Tenant’s trade
fixtures, furniture, equipment and other machinery, except for that included
under the TENANT LEASEHOLD ALLOWANCE section, and other than that which is
affixed to the Premises so that it cannot be removed without material or
structural damage to the Premises, shall remain the property of the Tenant and
removed by Tenant at the expiration of the term of this Lease.


 


19.           INSURANCE; INDEMNITY.


 


(a)           Fire Insurance.


 


Landlord at its cost shall
maintain during the term of this Lease on the Premises a policy or policies of
standard fire and extended coverage insurance to the extent of at least eighty
(80%) percent of full replacement value thereof.


 


Tenant at its cost shall maintain
during the term of this Lease on all its personal property, Tenant’s
improvements, and alterations in or about the Premises, a policy of standard fire
and extended coverage insurance, with vandalism and malicious mischief
endorsements. The proceeds from any such policy shall be used by Tenant for the
replacement of personal property or the restoration of Tenant’s improvements or
alterations unless this Lease is terminated pursuant to the provisions hereof
because of damage or destruction to the Premises or the Building.


 


(b)           Liability Insurance.


 


Tenant at its sole cost and
expense shall maintain during the term of this Lease public liability and
property damage insurance with a single combined liability limit of not less
than two million ($2,000,000.00) dollars, and property damage limits of not
less than five hundred thousand ($500,000.00) dollars, insuring against all
liability of Tenant and its authorized representatives arising out of and in
connection with Tenant’s use or occupancy of the Premises.


 


10

















 


The limits of such insurance shall not, however, limit the liability of
Tenant hereunder. Both Landlord and Tenant shall be named as additional
insureds. All public liability, property damage and other casualty insurance
policies shall be written as primary policies, not contributing with, and not
as excess to coverage which Landlord may carry. Prior to occupancy and
thereafter, within at least fifteen (15) days of the expiration of any such
policies, Tenant agrees to deliver to Landlord, certificates evidencing such
insurance, provided said certificates contain an endorsement stating that such
insurance cannot be modified or canceled, nor the amount thereof reduced,
except upon thirty (30) days prior written notice to Landlord. If Tenant shall fail to procure and
maintain such insurance the Landlord may, but shall not be required to, procure
and maintain same at the expense of Tenant and the cost thereof, together with
interest thereon at the rate of ten (10%) percent per annum, shall become due
and payable as additional rental to Landlord together with Tenant’s next rental
installment.


 


(c)           Waiver of Subrogation.


 


Tenant and Landlord each waives
any and all rights of recovery against the other, or against the officers,
employees, agents, and representatives of the other, for loss of or damage to
such waiving party’s property or the property of others under its control,
where such loss or damage is insured against under any insurance policy in
force at the time of such loss or damage, even if such loss or damage may have
been caused by the negligence (but not the willful act) of the other party or
one for whom such party may be responsible. Each party shall cause each
insurance policy obtained by it hereunder to provide that the insurance company
waives all right of recovery by way of subrogation against either party in connection
with any damage covered by any such policy.


 


(d)           Hold Harmless.


 


Tenant and Landlord shall each
indemnify and hold the other harmless from and against any and all claims
arising from the conduct of its business or from any activity, work, or things
which may be permitted or suffered by either in or about the Premises or
Building including all damage, costs, attorney’s fees, expenses and liabilities
incurred in the defense of any claim or action or proceeding arising therefrom
unless arising from the willful misconduct or gross negligence of the other
party or the employees or agents of the other party.


 


(e)           Exemption of Landlord from Liability.


 


Landlord shall not be liable to
Tenant for any damages arising solely from any act or neglect of any other
tenant, if any, of the Building in which the Premises are located.


 


20.           DAMAGE OR DESTRUCTION.


 


(a)           Damage - Insured.


 


If, during the term of this Lease, the Premises and/or
the Building are totally or partially destroyed rendering the Premises totally
or partially inaccessible or unusable, and such damage or destruction was
caused by a casualty covered under an insurance policy required to be
maintained hereunder, Landlord shall restore the Premises and/or the building
and other improvements in which the Premises are located into substantially the
same condition as they


 


11

















 


were in immediately before such damage or destruction, provided that the
restoration can be made under the existing laws and can be completed within one
hundred twenty (120) days after the date of such destruction or damage. Such
destruction or damage shall not terminate this Lease. If the restoration cannot
be made in said one hundred twenty (120) day period, then within fifteen (15)
days after the parties hereto determine that the restoration cannot be made in
the time stated in this paragraph but, in any event within thirty (30) days of
such damage or destruction, Tenant may terminate this Lease immediately by
giving notice to Landlord and the Lease will be deemed canceled as of the date
of such damage or destruction. If Tenant fails to terminate this Lease and the
restoration is permitted under the existing laws, Landlord, at its option, may
terminate this Lease or may use reasonable diligence to restore the Premises
and the Building within a reasonable time and this Lease shall continue in full
force and effect. If the existing laws do not permit the restoration, either
party can terminate this Lease immediately by giving notice to the other party.


 


(b)           Damage - Uninsured.


 


In the event that the Premises
are damaged or destroyed by a casualty which is not covered by the fire and
extended coverage insurance which is required to be carried by the party
designated in the INSURANCE; INDEMNITY section above, then Landlord shall
restore the same; provided that if the damage or destruction is to an extent
greater than ten (10%) percent of the then replacement cost of the improvements
on the Premises (exclusive of Tenant’s trade fixtures and equipment and
exclusive of foundations and footings), then Landlord may elect not to restore
and to terminate this Lease. Landlord must give to Tenant written notice of its
intention not to restore within thirty (30) days from the date of such damage
or destruction and, if not given, Landlord shall be deemed to have elected to
restore and in such event shall repair any damage as soon as reasonably
possible. In the event that Landlord elects to give such notice of Landlord’s
intention to cancel and terminate this Lease, Tenant shall have the right,
within ten (10) days after receipt of such notice, to give written notice to
Landlord of Tenant’s intention to repair such damage at Tenant’s expense,
without reimbursement from Landlord, in which event the Lease shall continue in
full force and effect and Tenant shall proceed to make such repairs as soon as
reasonably possible. If the Tenant does not give such notice within such 10 day
period, this Lease shall be canceled and be deemed terminated as of the date of
the occurrence of such damage or destruction.


 


(c)           Damage Near the End of the Term.


 


If the Premises are totally or
partially destroyed or damaged during the last twelve (12) months of the Term
of this Lease or any renewals of this Lease, Landlord may, at Landlord’s
option, cancel and terminate this Lease as of the date of the cause of such
damage by giving written notice to Tenant of Landlord’s election to do so
within 30 days after the date of the occurrence of such damage; provided,
however, that, if the damage or destruction occurs within the last twelve (12)
months of the Term and if within fifteen (15) days after the date of such
damage or destruction Tenant exercises any option to extend the term provided
herein, Landlord shall restore the Premises if obligated to do so as provided
in subparagraph (a) or (b) above.


 


12

















 


(d)           Abatement of Rent.


 


If the Premises are partially or
totally destroyed or damaged and Landlord or Tenant repairs or restores them
pursuant to the provisions of this section, the rent payable from the date of
such damage and for the period during which such damage, repair or restoration
continues shall be abated in proportion to the degree to which Tenant’s
reasonable use of the Premises is impaired. Except for the abatement of rent,
if any, Tenant shall have no claim against Landlord for any damages suffered by
reason of any such damage, destruction, repair or restoration.


 


(e)           Trade Fixtures and Equipment


 


If Landlord is required or elects
to restore the Premises as provided in this section, Landlord shall not be
required to restore Tenant’s improvements, trade fixtures, equipment or
alterations made by Tenant, such excluded items being the sole responsibility
of Tenant to restore hereunder.


 


21.           PARKING AND TENANT ENTRANCE


 


At no additional cost, Landlord
agrees to maintain (including snow removal when appropriate) and allow Tenant
to use a general parking and entrance area for Tenants’ use and for Tenants’
visitors’ use. The area the entrance and parking spaces are located in is
designated on Exhibit C.


 


22.           CONDEMNATION.


 


If the Premises or any portion
thereof are taken by the power of eminent domain, or sold by Landlord under the
threat of exercise of said power (all of which is herein referred to as “condemnation”),
this Lease shall terminate as to the part so taken as of the date the
condemning authority takes title or possession, whichever occurs first. If more
than twenty (20%) percent of the floor area of the Building, or more than twenty
(20%) percent of the land on which the Building is located is taken by
condemnation, unless such taking does not affect Tenant’s use of the Premises,
either Landlord or Tenant may terminate this Lease as of the date the
condemning authority takes possession by notice in writing of such election
within twenty (20) days after Landlord shall have notified Tenant of such
taking or, in the absence of such notice, then within twenty (20) days after
the condemning authority shall have taken possession.


 


If this Lease is not terminated
by either Landlord or Tenant as provided herein above, then it shall remain in
full force and effect as to the portion of the Premises remaining, provided
that the rental shall be reduced in proportion to the floor area of the buildings
taken within the Premises as bears to the total floor area of all buildings
located on the Premises. In the event this Lease is not so terminated, then
Landlord agrees at Landlord’s sole cost and expense, to as soon as reasonably
possible, restore the Premises to a complete unit of like quality and character
as existed prior to the condemnation.


 


All awards for the taking of any
part of the Premises or any payment made under the threat of the exercise of
the power of· eminent domain shall be the property of the Landlord, whether
made as compensation for the diminution of the value of the leasehold or for
the taking of the fee or as severance damages; provided, however, that Tenant
shall be entitled to any award


 


13

















 


for loss of or damage to Tenant’s trade fixtures and removable personal
property, good will and going-concern value.


 


Rent, including additional rent,
shall be abated or reduced during the period from the date of taking until the
completion of restoration by Landlord, but all other obligations of Tenant
under this Lease shall remain in full force and effect. The abatement or
reduction of the rent shall be based on the extent to which the restoration
interferes with Tenant’s use of the Premises.


 


23.           ASSIGNMENT AND SUBLETTING.


 


Landlord’s rights under this
Lease may be assigned or conveyed without notice to Tenant, but such assignment
or conveyance shall not relieve Landlord of any of its obligations hereunder
and shall not be valid as to Tenant until ten (10) days after Tenant receives
written notice thereof. Tenant shall not voluntarily or by operation of law
assign, transfer, sublet, mortgage, or otherwise transfer or encumber all or
any part of Tenant’s interest in this Lease or in the Premises without Landlord’s
prior written consent which consent shall not be unreasonably withheld or
delayed, provided that Tenant shall have the right to transfer, with notice but
without consent, to any entity which acquires all or substantially all of the
assets of Tenant or to an entity controlled by, controlling or under common
control of Tenant. Any attempted assignment, transfer, mortgage, encumbrance,
or subletting without such consent shall be void and shall constitute a breach
of this Lease. Tenant’s extension rights in this Lease Agreement are not
assignable. Regardless of Landlord’s consent, no subletting or assignment shall
release Tenant of Tenant’s obligation to pay the rent and to perform all other
obligations to be performed by Tenant hereunder for the term of this Lease. The
acceptance of rent by Landlord from any other person shall not be deemed a
waiver by Landlord of any provision hereof. Consent to one assignment or
subletting shall not be deemed consent to any subsequent assignment or subletting.


 


24.           DEFAULT


 


(a)           Events of Default.


 


The occurrence of any one or more
of the following events shall constitute a default and breach of this Lease by
Tenant:


 


(1)           Failure to pay rent when due, if the failure continues for five (5) days
after written notice has been given to Tenant.


 


(2)           Tenant shall be considered in default under the Lease for the abandonment of
the Premises if the Premises are not kept in an orderly condition and the rent
is not paid in accordance with the terms of the lease.


 


(3)           Failure to perform any other provision of this Lease if the failure to perform
is not cured within thirty (30) days after written notice thereof has been
given to Tenant by Landlord. If the default cannot reasonably be cured within
said thirty (30) day period, Tenant shall not be in default under this Lease if
Tenant commences to cure the default within the thirty (30) day period and
diligently prosecutes the same to completion.


 


14

















 


(4)           The making by Tenant of any general assignment, or general arrangement for
the benefit of creditors; the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt or a petition for reorganization or arrangement
under any law relating to bankruptcy unless the same is dismissed within sixty
(60) days; the appointment of a trustee or receiver to take possession of
substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in the Lease, where possession is not restored to Tenant within thirty
(30) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in the Lease, where such seizure is not discharged within thirty (30)
days.


 


Notices given under this
paragraph shall specify the alleged default and the applicable lease
provisions, and shall demand that Tenant perform the provisions of this Lease
or pay the rent that is in arrears as the case may be, within the applicable
period of time. No such notice shall be deemed a forfeiture or a termination of
this Lease unless Landlord so elects in the notice.


 


(b)           Landlord’s Remedies.


 


The Landlord shall have the
following remedies if Tenant commits a default under this Lease. These remedies
are not exclusive but are cumulative and in addition to any remedies now or
hereafter allowed by law.


 


Landlord can continue this Lease
in full force and effect, and the Lease will continue in effect so long as
Landlord does not terminate Tenant’s right to possession, and the Landlord
shall have the right to collect rent when due. During the period that Tenant is
in default, Landlord can enter the Premises and relet them, or any part of
them, to third parties for Tenant’s account. Tenant shall be liable immediately
to the Landlord for all costs the Landlord incurs in reletting the Premises,
including, without limitation, brokers’ commissions, expenses of remodeling the
Premises required by the reletting, and like costs. Reletting can be for a
period shorter or longer than the remaining term of this Lease. Tenant shall
pay to Landlord the rent due under this Lease on the dates the rent is due,
less the rent Landlord receives from any reletting. No act by Landlord allowed
by this paragraph shall terminate this Lease unless Landlord notifies Tenant
that Landlord elects to terminate this Lease. After Tenant’s default and for so
long as Landlord has not terminated Tenant’s right to possession of the
Premises, if Tenant obtains Landlord’s consent, Tenant shall have the right to
assume or sublet its interest in the Lease, but Tenant shall not be released
from liability. Landlord’s consent to the proposed assignment or subletting
shall not be unreasonably withheld.


 


If Landlord elects to relet the
Premises as provided in this paragraph, any rent that Landlord receives from
such reletting shall apply first to the payment of any indebtedness from Tenant
to Landlord other than the rent due from Tenant to Landlord; secondly, to all
costs, including maintenance, incurred by Landlord in such reletting; and
third, to any rent due and unpaid under this Lease. After deducting the
payments referred to in this paragraph, any sum remaining from the rent
Landlord receives from such reletting shall be held by Landlord and applied in
payment of future rent as rent becomes due under this Lease. In no event shall
tenant be entitled to any excess rent received by Landlord. If, on the date
rent is due under this Lease, the rent received from the reletting is less than
the rent due on that date, Tenant shall pay to


 


15

















 


Landlord, in addition to the remaining rent due, all costs, including
maintenance, that Landlord shall have incurred in reletting that remain after
applying the rent received from the reletting as provided in this paragraph.


 


If Tenant is in default and such
default is continuing, Landlord can terminate Tenant’s right to possession of
the Premises at any time at Landlord’s option. No act by Landlord other than
giving written notice to Tenant shall terminate this Lease. Act of maintenance
or efforts to relet the Premises shall not constitute a termination of Tenant’s
right to possession.


 


In the event of termination of
Tenant’s right to possession of the Premises, Landlord has the right to recover
from Tenant:


 


(1)           The unpaid rent that had been earned at the time of termination of this
Lease;


 


(2)           As and for liquidated and agreed final damages for Tenant’s default (the “Final
Damages”), an amount equal to the then present value of the excess of the Base
Rent, Additional Rent and other sums or charges reserved under this Lease from
the day of such default through what would be the then unexpired Term if the
same had remained in effect, less proceeds of reletting, said present value to
be arrived at on the basis of a discount rate of eight percent (8%) per annum. Landlord
will use reasonable effort to promptly re-lease the Premises at Fair Market
Rent. If Landlord and Tenant cannot agree on the Fair Market Rent for purposes
of this clause, Fair Market Rent shall be established in accordance with the
FAIR MARKET RENT DEFINITION section or, failing agreement, in accordance with
the ARBITRATION PROCEDURES section; and


 


(3)           Costs of collection and reasonable attorneys’ fees in connection with
termination and recovery.


 


At any time after an Event of
Default occurs and is continuing hereunder, Landlord can cure the default at
Tenant’s cost and expense. If Landlord at any time, by reason of Tenant’s Event
of Default, pays any sum or does any act that requires the payment of any sum,
the sum paid by Landlord shall be due immediately from Tenant to Landlord at
the time the sum is paid, and if paid at a later date shall bear interest at
the maximum rate an individual is permitted by law to charge from the date the
sum is paid by Landlord until Landlord is reimbursed by Tenant. The sum,
together with interest thereon, shall be considered additional rent.


 


25.           SIGNS.


 


Tenant will be allowed a building
standard (approximately 1’ by 1’) suite sign, a directional sign at the top of
the south entrance stairwell and signage on a new monument sign to be erected
by the Landlord on the south boulevard for the Term and any renewal Term of
this Lease Agreement. Tenant will be responsible for the cost of placement,
replacement and maintenance of its lettering, including removal at Lease
termination, over the life of the Lease. Such installation of monument signage
shall be completed as designated in Exhibit G.


 


Tenant shall not have the right
to place, construct or maintain any additional sign, advertisement, awning,
banner, or other exterior decorations on the building or property of the
Landlord or other improvements that are a part of the Premises without Landlord’s
prior, written


 


16

















 


consent. Any signs that are placed on the Landlord’s property or the
Premises shall be at the sole expense of Tenant and shall conform with all
applicable zoning laws. Tenant agrees to maintain its signs in good repair, to
remove its signs at the end of the term or any intended term, repairing any
damage caused by such removal, and to hold Landlord harmless from any loss,
cost or damages resulting from the erection, existence, maintenance or removal
of Tenant’s signs.


 


Landlord has no intent, at the
current time, of changing the name of the Building on behalf of another tenant,
however, Landlord reserves the right to do so. In no case, will Landlord allow
signage, other than the building address, to be placed on the entrance canopy. If
Landlord allows any tenant to place signage on the south entrance vestibule,
Landlord will give the Tenant the option of placing similar style signage on
the south entrance vestibule.


 


26.           SUBORDINATION.


 


This Lease, at Landlord’s option,
shall be subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation for security now or hereafter placed upon the real property of
which the Premises are a part and to any and all advances made on the security
thereof and to all renewal, modifications, and extensions thereof. Notwithstanding
any such subordination, Tenant’s right to quiet possession of the Premises
shall not be disturbed if Tenant is not in default and so long as Tenant shall
pay the rent and observe and perform all the other provisions of this Lease,
unless this Lease is otherwise terminated pursuant to its terms. If any
mortgagee, trustee, or ground lessor shall elect to have this Lease prior to
the lien of its mortgage or deed of trust or ground lease, and shall give
written notice thereof to Tenant, this Lease shall be deemed prior to such
mortgage, deed of trust or ground lease, whether this Lease is dated prior to
or subsequent to the date of such mortgage, deed of trust or ground lease, or
the date of recording thereof. Tenant agrees to execute any documents required
to effect such subordination or to make this Lease prior to the lien of any
mortgage, deed of trust, or ground lease, as the case may be, and failing to do
so within ten (10) days after written demand from Landlord does hereby make, constitute
and irrevocably appoint Landlord as Tenant’s attorney in fact and in Tenant’s
name, place and stead to do so provided that Tenant shall have received a
customary non disturbance agreement from the mortgagee, trustee, or ground
lessor.


 


27.           SURRENDER.


 


On the last day of the term
hereof, or on any sooner termination, Tenant shall surrender the Premises to
Landlord in good condition, broom clean, ordinary wear and tear excepted. Tenant
shall repair any damage to the Premises occasioned by its use thereof, or by
the removal of Tenant’s trade fixtures, furnishings and equipment which repair
shall include the patching and filling of holes and repair of structural damage.
Tenant shall remove all of its personal property and fixtures on the Premises
prior to the expiration of the term of this Lease and if required by Landlord
pursuant to the ADDITIONAL ALTERATIONS AND ADDITIONS section, subsection (a),
above, any alterations, improvements or additions made by Tenant to the
Premises. If Tenant fails to surrender the Premises to Landlord on the
expiration of the Lease as required by this paragraph, Tenant shall hold
Landlord harmless from all damages resulting from Tenant’s failure to vacate
the Premises, including, without limitation, claims made by any succeeding
tenant resulting from Tenant’s failure to surrender the Premises.


 


17














 


28.           HOLDING OVER.


 


If the Tenant, with the Landlord’s
consent, remains in possession of the Premises after the expiration or
termination of the Term of this Lease, such possession by Tenant shall be
deemed to be a tenancy from month-to-month at a rental of one hundred fifty
percent (150%) the amount of the last monthly rental plus all other charges
payable hereunder, upon all the provisions of this Lease applicable to
month-to-month tenancy. If Landlord’s consent to holding over is not given,
Tenant shall become a tenant-at-sufferance.


 


29.           BINDING ON SUCCESSORS AND ASSIGNS.


 


The terms, conditions and
covenants of this Lease shall be binding upon and shall inure to the benefit of
each of the parties hereto, their heirs, personal representatives, successors and
permitted assigns.


 


30.           NOTICES.


 


Whenever
under this Lease a provision is made for any demand, notice or declaration of
any kind, it shall be in writing and served either personally or sent by
registered or certified United States mail, postage prepaid, addressed at the
addresses as set forth below:


 


	
  TO LANDLORD AT:

  	
  CONTROL DATA SYSTEMS, INC.

  
	
   

  	
  Attention: Director, Real Estate

  
	
   

  	
  4201 Lexington Avenue North

  
	
   

  	
  Arden Hills, Minnesota 55126-6198

  
	
   

  	
   

  
	
   

  	
  cc:

  	
  General Counsel

  
	
   

  	
   

  
	
  TO TENANT AT:

  	
  DATA SCIENCES INTERNATIONAL, INC.

  
	
   

  	
  Attention: Charles Coggin

  
	
   

  	
  4211 Lexington Avenue North

  
	
   

  	
  Arden Hills, Minnesota 55126-6164

  



 


Such
notice shall be deemed to be received within forty-eight (48) hours from the
time of mailing, if mailed as provided for in this paragraph.


 


31.           LANDLORD’S RIGHT TO INSPECTIONS.


 


Landlord
and Landlord’s agent shall have the right to enter the Premises at reasonable
times for the purpose of inspecting same, showing the same to prospective
purchasers or lenders, and, in accordance with the terms hereof, making such
alterations, repairs, improvements or additions to the Premises or to the
Building of which the Premises are a part as Landlord may deem necessary or
desirable. Landlord specifically agrees to use all reasonable precautions
required by Tenant with respect to high security or “clean areas” of the
Premises and shall otherwise use reasonable care not to interfere with the
conduct of Tenant’s business. Landlord may at any time place on or about the
Building or property any ordinary “For Sale or Lease” signs and Landlord may at
any time during the last twelve (12) months of the term of this Lease


 


18

















 


place on or about the Premises any ordinary “For
Lease” signs, all without rebate of rent or liability to Tenant.


 


32.           CHOICE OF LAW.


 


This Lease Agreement shall be
constructed, interpreted and enforced according to the laws of the state of
Minnesota.


 


33.           ATTORNEY’S FEES.


 


If
either Landlord or Tenant becomes a party to any litigation or arbitration
concerning this Lease, the Premises, or the Building or other improvements in
which the Premises are located, by reason of any act or omission of the other
party or its authorized representatives, and not by reason of any act or
omission of the party that becomes a party to that litigation or any act or
omission of its authorized representatives, the party that causes the other
party to become involved in the litigation shall be liable to that party for
reasonable attorney’s fees and court costs incurred by it in the litigation.


 


If
either party commences an action against the other party arising out of or in
connection with this Lease, the prevailing party shall be entitled to have and
recover from the losing party reasonable attorney’s fees and costs of suit.


 


34.           LANDLORD’S LIABILITY.


 


The obligations contained in this
Lease to be performed by Landlord shall be binding upon the Landlord’s
successors and assigns, only during their respective periods of ownership.


 


35.           WAIVERS.


 


No waiver by Landlord of any
provision hereof shall be deemed a waiver of any other provision hereof or of
any subsequent breach by Tenant of the same or any other provision. Landlord’s
consent to or approval of any act shall not be deemed to render unnecessary the
obtaining of Landlord’s consent to or approval of any subsequent act by Tenant.
The acceptance of rent hereunder by Landlord shall not be a waiver of any
preceding breach by Tenant of any provision hereof, other than the failure of
Tenant to pay the particular rent so accepted, regardless of Landlord’s
knowledge of such preceding breach at the time of its acceptance of such rent


 


36.           INCORPORATION OF PRIOR AGREEMENTS.


 


This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
agreement or understanding pertaining to any such matter shall be effective. This
Lease may be modified only in writing, and signed by the parties in interest at
the time of such modification.


 


37.           TIME.


 


Time is of the essence in this
Lease.


 


19

















 


38.           SEVERABILITY.


 


The unenforceability, invalidity,
or illegality of any provision of this Lease shall not render the other
provisions hereof unenforceable, invalid or illegal.


 


39.           ESTOPPEL CERTIFICATES.


 


Each party, within ten (10) days after notice from the other party, shall
execute and deliver to the other party a certificate stating that this Lease is
unmodified and in full force and effect, or in full force and effect as
modified, and stating the modification. The certificate shall also state the
amount of minimum monthly rent, the dates to which rent has been paid in
advance, and the amount of any security deposit or prepaid rent, if any, as
well as acknowledging that there are not, to that party’s knowledge, any
uncured defaults on the part of the other party, or specifying such defaults,
if any, which are claimed. Failure to deliver such a certificate within the ten
(10) day period shall be conclusive upon the party
failing to deliver the certificate to the benefit of the party requesting the
certificate that this Lease is in full force and effect, that there are no
uncured defaults hereunder, and has not been modified except as may be
represented by the party requesting the certificate.


 


40.           AMERICANS WITH DISABILITIES ACT.


 


Landlord shall have the
responsibility, at its sole expense, to assure that the Building initially
complies in all respects with the requirements of the Americans with
Disabilities Act (the “ADA”) and the Clean Air Act. If the use or occupancy of
the Premises by Tenant causes the Landlord to be required under the ADA or the
Clean Air Act to make additional modifications or alterations to the Premises
or any other areas of the Building or its entrances or parking areas, then
Tenant shall pay the cost of such additional modifications or alterations.


 


41.           COVENANTS AND CONDITIONS.


 


Each
provision of this Lease performable by Tenant shall be deemed both a covenant
and a condition.


 


42.           SINGULAR AND PLURAL.


 


When
required by the context of this Lease, the singular shall include the plural.


 


43.           USE.


 


Tenant
shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute or governmental
rule or regulation now in force or which may hereafter be enacted or
promulgated. Tenant shall fully comply at its sole expense with all laws,
statutes, ordinances and governmental rules, regulations or requirements now in
force or which hereafter may be in force other than such laws or regulations
which require the making of structural changes, changes to the Premises’ life
safety system, plumbing, air conditioning, heating and electrical systems, or
except as provided in the AMERICANS WITH DISABILITIES ACT section and here. Tenant
shall not be responsible for compliance with any provisions governing cleanup,
remediation, removal or restoration work required by


 


20

















 


any federal, state, or local government agency or
political subdivision because of hazardous material or substances, as defined
in Exhibit E hereto, present in the soil or ground water on or under the
premises except to the extent that if such cleanup, remediation, removal or
restoration is attributable to Tenant’s actions or failure to act. In such
case, Tenant shall be fully responsible for compliance and shall indemnify and
hold Landlord harmless for any costs, expenses or damages attributable thereto.


 


44.           ADDENDUM.


 


Any
addendum or exhibit attached hereto and either signed or initialed by the
parties shall be deemed a part hereof and shall supersede any conflicting terms
or provisions contained in this Lease.


 


45.           BROKER.


 


Landlord
and Tenant each represent and warrant to the other that it is not aware of any
brokers or finders who may claim a fee or commission in connection with the
consummation of the transactions contemplated by this Agreement except for
Woodbridge Partners, Inc. and United Properties, Inc. whose fees shall be paid
by Landlord. The said fee for Woodbridge Partners, Inc. shall be two dollars
($2.00) per usable square foot of the initial Premises. Said fee for United
Properties, Inc. shall be one dollar and fifty cents ($1.50) per usable square
foot of the initial Premises. Said fees will be payable upon the date of occupancy
by Tenant.


 


If any
other claims for brokers’ or finders’ fees in connection with the transactions
contemplated by this Agreement arise, then Tenant agrees to indemnify, protect,
hold harmless and defend Landlord (with counsel satisfactory to Landlord) from
and against any such claims if they shall be based upon any statement,
representation or agreement made by Tenant, and Landlord agrees to indemnify,
protect, hold harmless and defend Tenant (with counsel satisfactory to Tenant)
if such claims are based upon any statement, representation or agreement made
by Landlord.


 


46.           BUILDING RULES AND REGULATIONS


 


The Building Rules and
Regulations of which the Premises are a part are set forth on Exhibit D hereto.
Tenant agrees to observe and comply with said rules and regulations.


 


47.           ENVIRONMENTAL COMPLIANCE AND REQUIREMENTS


 


Tenant shall fully comply with
the requirements set forth in Exhibit E attached hereto and incorporated
herein.


 


48.           FURNITURE RENTAL.


 


Tenant, as an option, can request
used furniture rentals from Landlord. Any rentals will be at the Landlord’s
option subject to the used furniture quantities owned and available for rent
from Landlord. Rentals are to be utilized on the Premises only and are not to
be removed. Tenant requests for furniture rental should be made via written
memo to the Landlord. The corresponding furniture rent payment will be included
with the space rent payment. The same


 


21

















 


terms and conditions apply to the furniture rent payment as outlined in the
RENT section of this Lease. The furniture to be rented and the monthly
furniture rent schedule is set forth in Exhibit F attached hereto and
incorporated herein.


 


49.           SOLICITATION


 


Landlord and Tenant agree that,
for the term of this Agreement, neither Landlord or Tenant shall offer or
solicit to hire the employees of the other party without advance written approval.


 


50.           QUIET ENJOYMENT


 


Landlord covenants that Tenant,
upon performing the terms, conditions and covenants of this lease, shall have
quiet and peaceful possession of the Premises as against any person claiming
the same by, through and under Landlord.


 


51.           FAIR DEALING AND CONSENTS


 


It is mutually understood and
agreed to between Landlord and Tenant that each party will act fairly and
reasonably with the other in all matters pertaining to this Lease. Where a
consent or approval is required, it will not be unreasonably withheld, denied
or delayed by either party.


 


52.           COMMON AREA ACCESS


 


Use of the following Common Areas
will be available to Tenant at no additional cost:


 


(a)           Exercise Room. In the event that Landlord would build a common area
exercise room in the Building, Tenant’s employees shall have access to such an
area.


 


(b)           Cafeteria Conference Rooms. Tenant shall have access to any common area
cafeteria conference rooms which are available to other tenants of the Building
or property. Such access shall be provided by scheduling the rooms on a first
come basis through Landlord’s property management department. It is expected
that Tenant’s use of these rooms will be on an overflow basis only. Landlord
reserves the right to monitor and regulate usage accordingly since these rooms
are also available to other residents of the property.


 


(c)           Lower Level Shower Rooms. Tenant’s employees shall have access to the
shower rooms located in the restrooms near the lower level west entrance.


 


53.           SECURITY DEPOSIT


 


Tenant agrees to pay Landlord a
Security Deposit of ten thousand dollars ($10,000) prior to occupancy. The
Security Deposit will be retained by Landlord until such time as the Lease
Agreement expires or is terminated as provided herein. If
Tenant is in arrears in its Rent
payment or other financial obligations to Landlord, subject Security Deposit
may be applied to current Rent or such other financial obligations owed to
Landlord and Tenant will immediately replenish the Security Deposit in full. If
Tenant is current in its Rent payments to Landlord and has met its full
financial obligations, Landlord will refund subject Security Deposit to Tenant
not


 


22

















 


later than sixty (60) days following the expiration or termination of the
Lease Agreement as provided herein.


 


54.           LANDLORD’S RIGHT TO SHOW PREMISES.


 


The Landlord shall have the right
during the last twelve (12) months of the Term and Renewal Terms hereby
granted, at all reasonable times during normal business hours and upon
reasonable notice to the Tenant to enter and show the Premises to prospective
tenants.


 


55.           NON INTERFERENCE.


 


The Landlord shall have the right
to run utility lines, telephone lines, network cabling, pipes, roof drainage
pipes, conduit wire, or duct work where necessary, through above-ceiling space,
column space, the interiors of walls and beneath the floors of the Premises and
to maintain the same in a manner which does not unduly interfere with the
Tenant’s use thereof.


 


56.           ROOF RIGHTS


 


Tenant, at Tenant’s sole expense,
shall have the right to future use of the roof of Building Two to install up to
two satellite communications dishes, not to exceed four (4) feet in diameter,
provided that Tenant obtains the required special use permits, conforms to
codes and ordinances, and does not exceed weight limits for the roof. Tenant
must also comply with the conditions designated in the ADDITIONAL ALTERATIONS
AND ADDITIONS section, regarding Landlord notification, construction and
mechanic’s liens, and removal of the dish.


 


57.           BUILDING ACCESS AND HOURS OF OPERATION


 


Landlord shall provide access and
heating and air conditioning to the Premises twenty-four hours a day. Landlord
has not implemented any specific HVAC setback practices for the building,
however, reserves the right to do so. If implementation of any such setback occurs and it
unduly interferes with the Tenant’s use of the Premises, Landlord shall install
appropriate manual HVAC thermostat controls, at Landlord’s cost, in the
affected area to reasonably alleviate the condition.


 


In addition, Tenant shall have
access to the Premises after normal business hours on a 24-hours per day,
seven-day-per-week basis. Such after hours access to the Premises will be
available via the lower level west entrance in Building Two subject to Landlord’s
established security procedures.


 


58.           RIGHT OF FIRST REFUSAL TO LEASE


 


Tenant, during the Lease Term but
prior to twelve (12) months before termination of this Lease Agreement, will
have the right of first refusal to lease any portion of space on the upper-level
floor of Building Two as it may become available. This right shall include any
extension options as included in the OPTION TO EXTEND LEASE section.


 


Such right of first refusal shall
not apply to space required by the Landlord or its affiliates nor any of the
Landlord’s third-party tenants existing on the date hereof. In the event Tenant


 


23

















 


exercises this right and elects to lease additional space, rental rates
shall be equivalent to the then Fair Market Rent established by agreement
between Landlord and Tenant in accordance with the FAIR MARKET RENT DEFINITION
section, or failing agreement, in accordance with the ARBITRATION PROCEDURES
section for comparable lease terms, but, in no case, less than the Rental rates
in effect for the current Premises. Landlord shall provide Tenant a leasehold
allowance equal to the product of fifteen dollars ($15.00) per square foot
multiplied by a fraction the numerator which is the number of months remaining
in the Term of the Lease at the time of occupancy of the Right Of First Refusal
space, and the denominator is eighty-four months.


 


59.           FORCE MAJEURE


 


Landlord
shall be excused for the period of any delay in the performance of any
obligations hereunder, when prevented from so doing by cause or causes beyond
Landlord’s control which shall include, without limitation, all labor disputes,
civil commotion, war, war-like operations, invasion, rebellion, hostilities,
military or usurped power, sabotage, governmental regulations or controls, fire
or other casualty, inability to obtain any material services or financing or
through acts of God. Tenant shall similarly be excused for delay in the
performance of obligations hereunder provided:


 


(a)           nothing contained in this Paragraph or elsewhere in this Lease shall be
deemed to excuse or permit any delay in the payment of any sums of money
required hereunder, or any delay in the cure of any default which may be cured
by the payment of money;


 


(b)           no reliance upon this Paragraph shall limit or restrict in any way a party’s
right of self-help
as provided in this Lease; and


 


(c)           A party shall not be entitled to rely upon this Paragraph unless it shall
advise Landlord in writing, of the existence of any force majeure preventing
the performance of an obligation of the party within five (5) days after the commencement
of the force majeure.


 


The parties hereto have executed this Lease on the
date first above written.


 


TENANT:              DATA SCIENCES
INTERNATIONAL, INC.


 


	
  BY:

  	
  /s/ Brian P. Brockway

  	
   

  



 


TITLE: 
President and CEO


 


 


LANDLORD:        CONTROL DATA SYSTEMS, INC.


 


	
  BY:

  	
  /s/ 

  	
   

  



 


TITLE: 
Director Real Estate


 


24

















 


EXHIBIT A


 


PREMISES


 


 


[Floor Plan Layout – MOD 2 – Second Floor]


 


A-1

















 


EXHIBIT B


 


SERVICES


 


I.              Facility Services Provided In
Rental Cost


 


• Utilities which include
Heating, Air Conditioning, Water, Sewer and Electricity (substantial increases
in Tenant’s usage above the current 1995 average cost per square foot of $1.61
may be billed separately and additionally; Tenant’s proposed usage is not
expected to be substantially above this average to warrant a separate billing
at the commencement of this Lease; Landlord, at Landlord’s option, will monitor
usage on a quarterly basis thereafter and adjustments made if Tenant’s average
usage is more than 5% above the $1.61 excluding the applicable Operating Expense
escalator of 3% referenced in this Lease)


 


• Elevator Maintenance


 


• Real Estate Taxes


 


• Building Insurance


 


• Grounds & Lawn Service (general
weekly lawn and shrubbery maintenance in summer months)


 


• Snowplowing Service (2+
inches snow plowing; on-call when required)


 


• Basic On-site Security
Checks of Area (randomly scheduled after-hours walk through of Tenant Premises
each evening)


 


• Security/Visitor
Service At Entrances (general reception service five days per week during
normal work day hours)


 


• Janitorial Service (per
attached specifications) which shall normally be performed between 5:00 PM and
5:00 AM weekdays and anytime on weekends


 


• Cafeteria Services
(general on-site food preparation and service)


 


II.            Facility Services Not Included In
Rental Cost


 


• All other services
(i.e., telephones, copiers, fax, postage, shipping and receiving, etc.) not
listed in section I above.


 


B-1

















 


December
2, 1994


 


AREA CLEANING
SPECIFICATIONS


 


Major
cleaning duties and frequency are shown. General cleaning tasks to keep the
building in clean condition is expected to be done as necessary.


 


DAILY-GENERAL


 


1.             Vacuum carpet in the lobby, halls and conference
rooms. Also vacuum all entrance floor mats. Dust mop/wet mop tile and spot
clean carpet in front of hall vending machines.


 


2.             Wet mop main building entrance and vacuum sand
from all mats during inclement weather of snow and rain.


 


3.             Empty and damp wipe waste containers by vending
machines.


 


4.             Keep all janitor closets and storage areas clean
and orderly.


 


5.             Wipe table tops, spot clean and vacuum carpet in
all conference rooms. Also clean white boards.


 


6.             Tile halls are to be dust mopped and spills/stains
spot mopped.


 


7.             Carpeted office areas are to be spot vacuumed and
spills/stains spot cleaned.


 


8.             Clean drinking fountains, damp wipe sides, splash
guard and top.


 


9.             Wash/clean chalkboards and white boards, including
the tray when “wash” sign is displayed.


 


10.           Clean all glass on entrance doors.


 


11.           Empty waste baskets, spot vacuum, and clean white boards.


 


12.           Area outside of entrances, including sidewalk under canopy and grass and
flower beds: pick up trash, cigarette butts, leaves etc. and sweep sidewalk.


 


B-2

















 


DAILY - REST ROOMS - HIGH PRIORITY AREA


 


1.             Wet mop toilet floors thoroughly, especially
around all fixtures.


 


2.             Empty, spray, and wipe clean all waste containers.


 


3.             Clean and refill paper dispensers from CDS stock.


 


4.             Thoroughly clean and disinfect interior and
exterior of sinks and toilet fixtures. Do not allow any dirt/scum buildup on
urinals and stools.


 


5.             Clean ceramic walls by all lavatory fixtures.


 


6.             Wipe down toilet partitions.


 


7.             Clean mirrors.


 


MONDAY, WEDNESDAY, AND FRIDAYS – (3 NIGHTS/WEEK)  OFFICES,
LABS AND STAIRWELLS


 


1.             All offices and labs are to be thoroughly
vacuumed, tiled offices dust mopped and spot cleaned with wet mop.


 


2.             All stairwells are to be dust mopped and wet
mopped and spot cleaned and vacuumed where carpeted.


 


NOTE: Special attention must be
given to vacuuming and dust mopping under tables, desks, chairs, corners,
behind doors, etc.


 


TUESDAYS AND THURSDAYS (2 NIGHTS/WEEK)


 


1.             Pickup recycling, paper, cans and bottles from
designated areas.


 


WEEKLY


 


1.             Clean elevator cab floors.


 


2.             During inclement weather, shampoo lobby walk
areas.


 


3.             During the months of November through April,
entrance carpet mats/runners to be shampooed weekly.


 


MONTHLY


 


1.             Tile floors to be wet mopped and spray buffed.


 


2.             Dust/vacuum window sills and baseboard radiators.


 


B-3

















 


3.             Seal washroom ceramic tile floors and entrance
slate floor.


 


4.             Dust tops of landscape partitions and baseboard
heaters.


 


QUARTERLY


 


1.             Wash all front lobby windows inside and out.


 


2.             Spot clean fabric partitions.


 


3.             Vacuum all office and conference room chair seats.


 


BI-WEEKLY


 


1.             Clean ceramic tile floors in restrooms and floor
in lobby.


 


NOTE:
Keep bottom of wall clean from wax build up.


 


2.             At all entrances: Spray buff vinyl tile areas
(Women’s rest area). Include when doing halls.


 


SEMI-ANNUALLY


 


1.             Shampoo all carpeting, including lobby using
rinser/extractor method. Complete by the end of March and September each year. Shampooing
to be done on Friday nights to allow drying time on the weekend.


 


2.             Vacuum and clean ceiling diffusers and return air
grills and wall return air grills in halls, offices and restroom doors.


 


ANNUALLY


 


1.             Wash windows inside and out.


 


NOTES:


 


1.             Floor seal and finish left to contractors choice
and approved by CDS.


 


2.             All tile areas in offices, hallways, etc. are to
be spray buffed to a high level of shine. Black marks must be removed when
spray buffing is done. Build up along baseboards and corners is not allowed.


 


3.             Schedules must be adhered to and will be checked
with monthly inspections. It will be the contractor’s responsibility to inform
any new supervisory personnel they put in charge of cleaning operations of this
schedule. Attached is a recommended matrix schedule.


 


B-4

















 


4.             Appropriate “Slippery When Wet” signs, orange
warning cones, etc. will be used as necessary when doing floor work.


 


5.             Material Safety Data Sheets must be accessible on
site for all cleaning chemicals that are used. All containers must have labels
listing contents (Mfg. label usually OK).


 


When
problem areas continually occur, CDS reserves the right to suggest new methods
and/or materials if it is felt that this would solve the problem. Contractor
would be expected to try the new methods and/or materials and give acceptable
reasons if it is decided to reject them.


 


B-5

















 


EXHIBIT
C


 


PARKING
AND ENTRANCE


 


[Aerial
Drawing of Property and Surrounding Area Showing Parking and Street Access]


 


 


C-1

















 


EXHIBIT
D


 


BUILDING
RULES AND REGULATIONS


 


The following rules and
regulations have been formulated for the safety and well-being of all tenants
of the building and to insure compliance with all municipal and other
requirements. Strict adherence to these rules and regulations is necessary to
guarantee that each and every tenant will enjoy a safe and unannoyed occupancy
in the building in accordance with the Lease. Any continuing violation of these
rules and regulations by Tenant, after notice from Landlord, shall be
sufficient cause of termination of the Lease, at the option of Landlord.


 


Landlord
may, upon request by any tenant, waive the compliance by such tenant with any
of these rules and regulations, provided that (i) no waiver shall be effective
unless signed by Landlord or Landlord’s authorized agent, (ii) any such waiver
shall not relieve such tenant from the obligation to comply with such rule or
regulation in the future unless expressly consented to by Landlord, (iii) no
waiver granted to any tenant shall relieve any other tenant from the obligation
of complying with the rules and regulations unless such other tenant has
received a similar waiver in writing from the Landlord, and (iv) any such
waiver by Landlord shall not relieve Tenant from any obligation or liability of
Tenant to Landlord pursuant to the Lease for any loss or damage occasioned as a
result of Tenant’s failure to comply with any such rule or regulation.


 


1.             The sidewalks,
entrances, passages, courts, vestibules, stairways, corridors or halls or other
parts of the building not occupied by any tenant shall not be obstructed or
encumbered by any tenant or used for any purpose other than ingress and egress
to and from the premises. Landlord shall have the right to control and operate
the public portions of the building, and the facilities furnished for common
use of the tenants, in such manner as Landlord deems best for the benefit of
the premises of persons in such numbers or under such conditions as to
interfere with the use and enjoyment by other tenants of the entrances,
corridors, elevators and other common or public portions or facilities of the
building.


 


2.             No awning or other projections shall be attached
to the outside walls of the building without the prior written consent of
Landlord. No drapes, blinds, shades, or screens shall be attached to or hung in
or used in connection with any window or door of the premises, without the
prior written consent of Landlord. Such awnings, projections, curtains, blinds,
shades, screens or other fixtures must be of a quality, type, design and color,
and attached in a manner approved by Landlord.


 


3.             No showcases or other articles shall be put in
front of or affixed to any part of the exterior of the building, nor placed in
the halls, corridors or vestibules without the prior written consent of
Landlord.


 


4.             The water and wash-closets and other plumbing
fixtures shall not be used for any purposes other than those for which they
were constructed, and no sweepings, rubbish, rags, or other substances shall be
thrown therein. All damages resulting from any misuse


 


D-1

















 


of the fixtures shall be borne by
the tenant who, or whose servants, employees, agents, visitors or licensees
shall have caused, the same.


 


5.             There shall be no marking, painting, drilling into
or in any way defacing the building or any part of the premises. Tenant shall
not construct, maintain, use or operate within the premises any electrical
device, wiring or apparatus in connection with a loud speaker system or other
sound system, except as reasonably required for its communication system and
approved prior to the installation thereof in writing by Landlord. No such loud
speaker or sound system shall be constructed, maintained, used or operated
outside of the premises.


 


6.             No bicycles, vehicles or
animals (except as required to assist the sight impaired and white rats, mice,
hamsters and rabbits utilized in Tenant’s laboratory as previously approved by
Landlord), birds or pets of any kind shall be brought into or kept in or about
the premises, and no cooking (except for micro-wave cooking by Tenant’s
employees for their own consumption, the location and equipment of which is
first approved by Landlord) shall be done or permitted by any tenant on the
premises. No tenant shall cause or permit any unusual or objectionable odors,
vapors, or other substances to be produced upon or permeate from the premises.


 


7.             No space in the building
shall be used for retail sales of goods on the Premises. Furthermore, the use
of the premises by each tenant as
stated in its lease was approved by Landlord prior to execution of the lease
and such use may not be changed without the prior approval by Landlord.


 


8.             No tenant shall make any
unseemly or disturbing noises or disturb or interfere with occupants of this or
neighboring buildings or Premises or those having business with them whether by
the use of any musical instrument,
radio, talking machine, unmusical noise, whistling, music, dancing, singing, or
in any other way. No tenant shall throw anything out of the doors or windows or
down the corridors or stairs.


 


9.             No inflammable,
combustible or explosive fluid, chemical or substance shall be brought or kept
upon the premises except for those listed on Exhibit H without the prior
written approval of Landlord, approval not to be unreasonably withheld. Substances
which are to be used in Tenant’s normal course of business will be reviewed
within 2-3 business days. If circumstances arise wherein this is not possible,
Landlord will review with Tenant and use reasonable effort to accomplish such. Tenant
shall be solely responsible for compliance with all applicable laws and
regulations relating to the storage, use and disposal of all substances used by
Tenant. Tenant hereby indemnifies and holds Landlord harmless for any breach by
Tenant of the foregoing obligation.


 


10.           No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any tenant, nor shall any changes be made in existing locks
or the mechanism thereof. The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may be used for
ingress or egress. Each tenant


 


D-2

















 


shall, upon the termination of
his tenancy, return to the Landlord all keys of stores, offices, storage and
toilet rooms either furnished to, or otherwise procured by, such tenant, and in
the event of the loss of any keys so furnished, such tenant shall pay to
Landlord the loss thereof. Tenant’s key system shall be separate from that for
the rest of the building.


 


11.           No tenant shall pay any employees on the premises, except those actually
working for such tenant on the premises.


 


12.           Landlord reserves the right to exclude from the building at all times any
person who is not known or does not properly identify himself/herself to the
building management or Security Guard on duty. Landlord may, at its option,
require all persons admitted to or leaving the building between the hours of 8:00 PM
and 6:30 AM. Monday through Friday,
at any hour, Saturdays, Sundays and legal holidays to register. Each tenant
shall be responsible for all persons for whom the tenant authorizes entry into
or exit out of the building, and shall be liable to Landlord for all acts or
omissions of such persons.


 


13.           The premises shall not, at any time, be used for lodging or sleeping or for
any immoral or illegal purpose.


 


14.           Canvassing, soliciting and peddling in the building is prohibited and each
tenant shall cooperate to prevent the same.


 


15.           Tenant shall be responsible to Landlord for any loss or damage resulting
from any deliveries of Tenant’s to the building.


 


16.           Mats, trash or other objects shall not be placed in the public corridors or
stairways.


 


17.           Tenant’s employees, visitors, contractors and other agents must comply with
Landlord’s badging requirements. The Landlord will initially provide Tenant’s
employees with separate identification badges at Landlord’s expense; thereafter,
the cost for replacement badges will be reimbursed to Landlord by the Tenant. Tenant’s
visitors will be required to wear a visitors identification badge, however, escorting
of the visitors is at the option of Tenant.


 


18.           Tenant shall observe all regulations pertaining to smoking and the
Minnesota Indoor Clean Air Act. For this purpose, Landlord has provided a
designated smoking area for all tenants in the cafeteria.


 


	
  Initials of:

  
	
   

  
	
  /s/

  	
   

  
	
  Landlord

  
	
   

  
	
  /s/

  	
   

  
	
  Tenant

  



 


D-3

















 


EXHIBIT
E


 


ENVIRONMENTAL
COMPLIANCE AND REQUIREMENTS


 


1.01 Definitions. As used
in this Appendix and the Lease the following terms shall have the following
meanings:


 


(a)           “Claims” shall mean:


 


(1)           any and all suits, demands, actions, fines, penalties, claims, enforcement,
clean-up, removal, closure plans, contribution or other actions or proceedings,
liens, or other claims by any Governmental Entity at any time from and after
the Commencement Date threatened, instituted or claimed;


 


(2)           any and all claims, liabilities, costs, expenses, damages, attorneys’ fees,
experts’ fees, costs or expenses arising in connection with any death or injury
to any person or damage to any property occurring on or after the Commencement
Date;


 


(3)           any and all personal injury, property damage, nuisance, tort, or other
claims, actions, or demands arising on or after the Commencement Date brought
at any time by any third parties; and


 


(4)           any and all other judgments, claims, losses, damages, liabilities, deficiencies,
injunctions, attorneys fees, experts’ fees, costs or expenses imposed,
threatened, paid or incurred at any time from and after the Commencement Date
arising out of Tenant’s use of the Property, whether foreseeable or
unforeseeable, suspected or unsuspected, conditional or unconditional.


 


(b)           “Environmental Laws”
shall mean the Comprehensive Environmental Response, Compensation and Liability
Act, as amended by the Superfund Amendments and Re authorization Act of 1986, 42
U.S.C. Section 9601, et. seq.; the Resource Conversation and Recovery
Act, 42 U.S.C. Section 6901, et. seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. 1802, et. seq.; the Toxic Substances
Control Act, 15 U.S.C. Section 2601, et. seq.; the Federal Water
Pollution Control Act, 33 U.S.C. 1251, et. seq.; the Clean Water Act, 33
U.S.C. Section 1321, et. seq.; the Clean Air Act, 42 U.S.C. Section
7401, et. seq.; the Minnesota Environmental Response and Liability Act,
Minn. Stat. 115B.01, et. seq.; the Minnesota Petroleum Tank Release
Cleanup Act, Minn. Stat. 115C.01, et. seq.; and any other federal,
state, county, municipal, local or other statute, law, ordinance, rule, or
regulation which may relate to or deal with human health or the environment,
all as may be from time to time amended or subsequently enacted.


 


(c)           “Governmental Entity”
shall mean any local, state, federal, foreign, or international governmental
authority, agency, or entity, including, but not limited to, any court,
tribunal, or panel.


 


(d)           “Hazardous Substance Activity” shall mean the generation, possession, transportation,


 


E-1

















 


transfer, recycling, storage,
use, treatment, manufacture, investigation, removal, remediation, release,
exposure of others to, sale, distribution, or disposal (including, but not
limited to Landfilling incineration, abandonment, evaporation, or dilution) of
any Hazardous Substance or any product containing a Hazardous Substance.


 


(e)           “Hazardous Substances” shall
mean any material or substance which is defined or included in the definition
of a hazardous or toxic material, substance or waste, or a pollutant or contaminant,
pursuant to any Environmental Law.


 


1.02         Use of Hazardous Substances. From and after the
Commencement Date, Tenant shall conduct all Hazardous Substance Activity in
compliance with Environmental Laws.


 


1.03         Reports. At Tenant’s expense, Tenant will comply with any
period reporting requirements concerning Hazardous Substance Activity. If
required, Tenant shall file reports on any such Activities with the appropriate
Governmental Entity. If, at any time during the Term of this Lease, any
Governmental Entity should request a report on any Hazardous Substances Tenant
has used, stored or disposed of on or from the Property. Tenant will either
cause said report to be made as soon as possible at its own cost and expense,
or, if not made within thirty (30) days of Landlord’s request for the same,
will reimburse Landlord, as Additional Rent, for Landlord’s cost of obtaining
said report.


 


1.04         Permits. Tenant shall obtain, at Tenant’s expense, all
approvals, whether in the form of a license, permit, certification, or other
authorization, required by any Governmental Entity with respect to Hazardous
Substance Activity, maintain all such required approvals for the duration of
the Lease Term, and provide such evidence of such continuing compliance as
Landlord may from time to time request.


 


1.05         Removal of Storage Tanks. At the expiration of this Lease, Tenant shall remove, at Tenant’s
expense, any tanks for storage of Hazardous Substances installed by Tenant in
compliance with all Environmental Laws.


 


1.06         Indemnification of Landlord. Tenant agrees to
absolutely indemnify, defend and hold Landlord harmless of and from any Claims
arising out of or in any manner related to all Hazardous Substance Activities
conducted or occurring on the Property in connection with Tenant’s use or
arising out of or related to Hazardous Substances introduced on the Property
during the Lease Term other than as a result of any act or omission of Landlord
or any person acting on behalf or through Landlord. This indemnification
obligation shall survive the expiration or termination of this Lease.


 


E-2

















 


EXHIBIT F


 


FURNITURE RENTAL


 




	
  Item

  	
   

  	
  Monthly Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Desk

  	
   

  	
  $

  	
  7.50

  	
   

  
	
  Reference Table

  	
   

  	
  $

  	
  5.00

  	
   

  
	
  Round Table

  	
   

  	
  $

  	
  5.75

  	
   

  
	
  Chair

  	
   

  	
  $

  	
  3.00

  	
   

  
	
  4-Drawer File

  	
   

  	
  $

  	
  3.25

  	
   

  
	
  2-Drawer File

  	
   

  	
  $

  	
  2.75

  	
   

  
	
  Bookcase

  	
   

  	
  $

  	
  2.50

  	
   

  
	
  Wastepaper Basket

  	
   

  	
  $

  	
  .50

  	
   

  
	
  Computer table

  	
   

  	
  $

  	
  3.00

  	
   

  






 


F-1














 


EXHIBIT G


 


LANDLORD PROVIDED WORK


 


The following work will be
completed by Landlord at Landlord’s expense:


 


• Carpet
upper floor common hallways and paint walls


 


• Vinyl
common stairwell landings and steps; paint walls and railing


 


• Add
vinyl covering to elevator floor; paint walls and door; upgrade lighting


 


• Remodel
west, lower level entry per plan (similar to northwest entry)


 


• Remodel
south entry per plan:


Handicapped ramp


Refinish canopy


Add perimeter lighting


New vestibule with glass doors


Remodel reception area


Add visitor/vendor common
conference room


Improve landscaping


 


• Replace
water fountains


 


• Remodel one pair of existing restrooms or
construct a new restroom in the Building to meet ADA compliance


 


The above work will be completed
by or before thirty days after the Lease Commencement Date.


 


• Erect
external monument sign on south boulevard


 


The above work will be completed
on or before the Lease Commencement Date.


 


• Demise Premises (removal and disposal of ceiling
tile, carpet, walls, lights and other necessary items) in preparation for the
required leasehold improvement construction


 


• Provide complete construction drawings and
specifications based on the Revised Floor Plan and Finish Specifications dated
February 14, 1995 by Shea Architects, Inc. (These drawings will be subject to
review and approval by Tenant)


 


The above work will be completed
prior to the required Tenant improvement construction in order to effect the
Lease Commencement Date.


 


G-1

















 


EXHIBIT H


 


HAZARDOUS SUBSTANCES


 


Any
changes, excluding those substances deleted and no longer used, to this list of
Hazardous Substances must be brought to the attention of the Landlord’s
Environmental Health and Safety Services (EHS) office. Current Material Safety
Data Sheets (MSDS) and all future updates are to be provided to the Landlord’s
EHS office.


 


Tenant
must meet all other obligations as stated in this Lease regarding hazardous
substances. Nothing stated or implied in this Exhibit H shall release Tenant of
these obligations.


 


[Confidential list of
chemicals on DSI Premises]


 


H-1

















 


EXHIBIT
I


 


APPROVED
PLAN FOR TENANT LEASEHOLD IMPROVEMENTS


 


(Plan
to be provided upon execution of Lease)


 


 


[Leasehold
Improvements]


 


[List
of Special Room Specifications]


 


[Data
Sciences Room Finish Schedule]


 


[General
Notes Regarding Improvements]


 


[Finish
Specifications]


 


I-1

















 


LEASE AGREEMENT AMENDMENT


 


This Lease
Agreement Amendment has been made and entered into this 13th day of April, 1998
by and between CONTROL DATA SYSTEMS, INC. (“Landlord”) and DATA SCIENCES INTERNATIONAL, (“TENANT”).


 


WHEREAS, Tenant
and Landlord entered into a Lease Agreement (the “Lease Agreement”) commencing
on June 15, 1995, for certain premises located at 4211 Lexington Avenue North, Arden Hills, Minnesota,
55126-6198; and


 


WHEREAS, the
parties now wish to enter into this Amendment so as to formalize an expansion
of the leased Premises by the Tenant.


 


NOW THEREFORE, in consideration of the foregoing, the parties hereby
amend the Lease Agreement as follows:


 


1.             The Term of this
Lease Agreement Amendment shall run coterminous with the original lease.


 


2.             The
Premises leased by the Tenant from Landlord shall increase by eight hundred
fifty-two (852) square feet more
particularly designated on the plan attached hereto as Exhibit A.


 


3.             The annual rent per
square foot for this expansion space (852 square feet) will be:


 


 


	
  DATES

  	
   

  	
  BASE$

  	
   

  	
  OPEX$

  	
   

  	
  TAXES$*

  	
   

  	
  TI$

  	
   

  	
  TOTAL$

  	
   

  
	
  050198-061498

  	
   

  	
  5.24

  	
   

  	
  4.47

  	
   

  	
  1.30

  	
  a

  	
  1.45

  	
   

  	
  12.46

  	
   

  
	
  061598-123198

  	
   

  	
  5.24

  	
   

  	
  4.88

  	
   

  	
  1.30

  	
  a

  	
  1.45

  	
   

  	
  12.87

  	
   

  
	
  010199-061499

  	
   

  	
  5.24

  	
   

  	
  5.03

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  13.02

  	
   

  
	
  061599-123199

  	
   

  	
  6.24

  	
   

  	
  5.03

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  14.02

  	
   

  
	
  010100-121400

  	
   

  	
  6.24

  	
   

  	
  5.18

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  14.17

  	
   

  
	
  121500-123100

  	
   

  	
  7.24

  	
   

  	
  5.18

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  15.17

  	
   

  
	
  010101-123101

  	
   

  	
  7.24

  	
   

  	
  5.33

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  15.32

  	
   

  
	
  010102-061402

  	
   

  	
  7.24

  	
   

  	
  5.49

  	
   

  	
  1.30

  	
  e

  	
  1.45

  	
   

  	
  15.48

  	
   

  



 






	
  *a=actual

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e=estimate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4.             The
tenant improvements depicted on Exhibit B and attached hereto will be completed
by the Landlord prior to Tenant’s occupancy. All such improvement cost will be
included in Tenant’s rental rate as outlined in section 3 above.


 


5.             This Amendment shall
be effective May 1, 1998.


 

















 


6.             Except
as set forth and specifically amended herein, the remaining terms and
conditions of the original Lease Agreement remain unchanged and of full force
and effect.


 


	
  DATA SCIENCES
  INTERNATIONAL

  	
  CONTROL DATA
  SYSTEMS, INC.

  
	
   

  	
   

  
	
  BY:

  	
   

  	
  /s/ Charles T.
  Coggin

  	
   

  	
  BY:

  	
   

  	
  /s/

  	
   

  
	
   

  	
   

  
	
  TITLE:

  	
   

  	
  Vice President

  	
   

  	
  TITLE:

  	
   

  	
  Director, Real
  Estate

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
  April 2, 1998

  	
   

  	
  DATE:

  	
   

  	
  April 13, 1998

  	
   

  
												



 


17

















 


EXHIBIT A


 


[DIAGRAM
OF PREMISES]


 

















 


EXHIBIT B


TENANT
IMPROVEMENTS


 


DATE:  24-Mar-98


 


FACILITIES
PROJECT SHEET


 


	
  TITLE: DATA
  SCIENCE EXPANSION

  	
  ROOM: 2N222

  



 


	
  ESTIMATED COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ELECTRICAL:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lighting

  	
   

  	
  $

  	
  300.00

  	
   

  	
   

  	
   

  
	
  Outlets

  	
   

  	
  $

  	
  300.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  600.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MECHANICAL:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Air Piping

  	
   

  	
  $

  	
  140.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  140.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENERAL:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Walls and Doors

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  
	
  Painting

  	
   

  	
  $

  	
  300.00

  	
   

  	
   

  	
   

  
	
  Remove Carpet and Install Tile

  	
   

  	
  $

  	
  2,322.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  4,372.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL COST:

  	
   

  	
  $

  	
  5,112.00

  	
   

  
									



 


 


	
  /s/

  	
  3-25-98

  	
   

  	
  /s/ Charles T. Coggin

  	
  4-2-98

  	
   

  
	
  Submitted By:  R.E.SALL

  	
  Acknowledged By:
   CHARLIE COGGIN

  



 

















 


ESTIMATE


DATA SCIENCE EXPANSION PROJECT (2N222)


2,133 SQUARE FEET


 


	
  ITEM

  	
   

  	
  DOLLARS

  	
   

  	
  CONTRACTOR

  	
   

  
	
  Layout and Design

  	
   

  	
  $

  	
  0

  	
   

  	
  CONTROL DATA SYSTEMS

  	
   

  
	
  Walls to Grid, Door and Hardware

  	
   

  	
  $

  	
  8,103

  	
   

  	
  QUALITY

  	
   

  
	
  Vinyl Floor Tile With Base

  	
   

  	
  $

  	
  3,505

  	
   

  	
  ST. PAUL LINOLEUM

  	
   

  
	
  Acoustical Ceiling

  	
   

  	
  $

  	
  1,534

  	
   

  	
  H&B

  	
   

  
	
  Sprinklers

  	
   

  	
  $

  	
  350

  	
   

  	
  SHIELD

  	
   

  
	
  HVAC

  	
   

  	
  $

  	
  1,690

  	
   

  	
  METROPOLITIAN

  	
   

  
	
  Elec. Design & Coordination

  	
   

  	
  $

  	
  1,000

  	
   

  	
  NELS GENERAL

  	
   

  
	
  Electrical

  	
   

  	
  $

  	
  2,807

  	
   

  	
  CURRENT

  	
   

  
	
  Re-key and Hardware (Est.)

  	
   

  	
  $

  	
  200

  	
   

  	
  RAY DAVIS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  19,189

  	
   

  	
   

  	
   

  
	
  CHANGE ORDER #1

  	
   

  	
  $

  	
  2,150

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  21,339

  	
   

  	
   

  	
   

  
	
  Project Administration (@ 10%)

  	
   

  	
  $

  	
  2,134

  	
   

  	
  CONTROL DATA SYSTEMS

  	
   

  
	
  TOTAL PROJECT COST

  	
   

  	
  $

  	
  23,473

  	
   

  	
   

  	
   

  
	
  DOLLARS PER SQUARE FOOT:

  	
   

  	
  $

  	
  11.00

  	
   

  	
   

  	
   

  



 


 


This project worksheet
represents our best estimate of costs at the current time. Actual costs will be
determined at the end of
the project, where estimates have been used in this project


 


 


	
  Submitted By:

  	
   

  	
   

  	
  Approved By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
  6-25-97

  	
   

  	
  /s/ Charles T. Coggin  6-25-97

  	
   

  
	
  R. E. Sall

  	
  Date:

  	
  Charles T. Coggin

  	
  Date:

  
								



 

















 


[DIAGRAM
OF PREMISES AFTER EXPANSION]


 

















 


[Notice
Letter dated February 11, 1997 from Charles T. Coggin to Control Data Systems

regarding Data Sciences International’s intent to exercise its first option to
expand]


 

















 


AMENDMENT
# TWO


TO
LEASE BY AND BETWEEN


CONTROL
DATA SYSTEMS, AS LANDLORD


AND
DATA SCIENCES INTERNATIONAL, AS TENANT


 


THIS AMENDMENT TO LEASE, is entered into and made as of
the 11th day of September, 2001, by and between Cardiac Pacemakers, Inc., as Landlord, and Data Sciences International, as
Tenant.


 


WITNESSETH:


 


WHEREAS, Control Data Systems, Inc. and Data Sciences
International have heretofore entered into a certain lease, (the “Lease”), as
amended on April 13, 1998 (Amendment # 1) of certain leased premises at 4211 North Lexington
Avenue, Building 2, Arden Hills, Minnesota, 55126 (the “Premises”), upon terms
and conditions described in said Lease; and,


 


WHEREAS, Control Data Systems conveyed its interest in
the Lease to LA/CDBC, Inc. through the sale of the Building on December 16,
1998; and,


 


WHEREAS, LA/CDBC, Inc. conveyed its interest in the Lease
to Cardiac Pacemakers, Inc. through the sale of the Building on March 21, 2001;
and,


 


WHEREAS, Landlord and Tenant desire to amend said Lease
to change the notice period of the Option to Extend Lease


 


NOW THEREFORE, in consideration of the rents reserved and
of the covenants and agreements herein set forth, it is agreed that the Lease
be hereby amended from and after the date hereof as follows:


 


1.             Paragraph 4 of the Lease is changed to read:


 


4.             OPTION TO EXTEND LEASE


 


Tenant shall have the right and
option (the “Option”) to extend this Lease for all (but not part) of the
Premises, as hereinafter provided, for two (2) periods of three (3) years each
(hereinafter referred to as “Renewal Term One” and “Renewal Term Two”) provided
that (i) there is not an Event of Default at the time of exercise of the
Option nor at the commencement of either of the Renewal Terms; and (ii) that
there has not been a material adverse change to Tenant’s financial status. Tenant’s
right to extend for any Renewal Term shall lapse without further act or deed if
Tenant has not exercised its option to extend for all available preceding
Renewal Terms.


 


The Option for Renewal Term One
shall be exercised by Tenant giving written notice to Landlord of Tenant’s
intention to exercise said Option on or before February 1, 2002. The Option for
Renewal Term Two shall be exercised by Tenant giving written notice to Landlord
of Tenant’s intention to exercise said Option no earlier than June 14, 2004 nor
later than September 14, 2004. Unless Landlord has received such written
notices of Tenant’s intention to exercise said Options within the time period
specified herein, then Landlord shall have no further


 

















 


obligation
to offer the Premises to the Tenant. If Tenant has not exercised its Option to
extend the Terms as outlined herein, Landlord shall be entitled to show the
Premises at least four (4) months prior to the expiration of the Term and at
least nine (9) months prior to the expiration of Renewal Term One and offer the
Premises for lease to any prospective tenants. The Option contained herein is
personal to Tenant and shall not assigned or sublet to another party, except as
to such party that purchases Tenant.


 


Rental rates will be at then Fair
Market Rate, but, in no case, less that the current Base Rent then in effect
for the Premises. The Fair Market Rent shall be established by agreement
between Landlord and Tenant in accordance with the FAIR MARKET RENT DEFINITION
section, or failing agreement, in accordance with the ARBITRATION PROCEDURES
section.


 


Except
as is herein above set forth, all terms, provisions and covenants of the Lease
shall remain unchanged and in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment as of the date and year first above written.


 


	
  LANDLORD:  Cardiac
  Pacemakers, Inc.

  	
  TENANT:  Data
  Sciences International

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Charles T. Coggin

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  VP Finance

  	
   

  	
  Its:

  	
  Vice President & CFO

  	
   

  



 

















 


AMENDMENT # THREE


TO LEASE
AGREEMENT BY AND BETWEEN CONTROL DATA SYSTEMS, [INC.,] AS LANDLORD AND DATA
SCIENCES INTERNATIONAL, AS TENANT


 


THIS AMENDMENT TO LEASE AGREEMENT,
is entered into and made as of the 14th day of May, 2002, by and between
Cardiac Pacemakers, Inc., as Landlord, and Data Sciences International, as Tenant.


 


WITNESSETH:


 


WHEREAS, Control Data Systems,
Inc. and Data Sciences International have heretofore entered into a certain
lease agreement commencing on June 15, 1995 and as amended on April 13,
1998 (Amendment # 1) and September 11, 2001 (Amendment #2) (as so amended,
the “Lease”) of certain leased premises at 4211 North Lexington Avenue,
Building 2, Arden Hills, Minnesota, 55126 (the “Premises”), upon terms and
conditions described in said Lease;


 


WHEREAS, Control Data Systems
conveyed its interest in the Lease to LA/CDBC, Inc. through the sale of the
Building on December 16, 1998;


 


WHEREAS, LA/CDBC, Inc. conveyed
its interest in the Lease to Cardiac Pacemakers, Inc. through the sale of the
Building on March 21,2001; and


 


WHEREAS, Tenant has exercised the
Option for Renewal Term One set forth in Amendment #2, and the parties desire
to amend the Lease to reflect the terms and conditions for Renewal Term One.


 


NOW, THEREFORE THE PARTIES HEREBY
AGREE TO AMEND THE LEASE AS FOLLOWS:


 


1.             Paragraph 2, PREMISES, shall be amended to read as
follows:


 


2.             PREMISES. In consideration of rents and covenants
herein agreed to be paid and performed, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord, on the terms and conditions hereinafter set
forth, that certain space (the “Premises”) consisting of approximately
thirty-one thousand three hundred eighty two (31,382) rentable square feet and
other improvements in a building (the “Building”) located at 4211 Lexington
Avenue North, Arden Hills, Minnesota 55126-6164. The Premises are more
particularly designated on the plan attached hereto as Exhibit A and made a
part of the Lease.


 


2.             Paragraph 3, TERM, shall
be amended to read as follows:


 


3.             TERM. The term of this Lease, which is Renewal
Term One, shall be three (3) years commencing on June 15, 2002 (the “Commencement
Date”), and ending at midnight on June 14, 2005, unless sooner terminated
as hereinafter provided (the “Term”). Notwithstanding the foregoing, Landlord
shall not be liable under this Lease Agreement for a failure to tender
possession of the Premises to Tenant on the commencement date if such failure
is attributable to


 

















 


reasons beyond Landlord’s
control; and provided further, Tenant shall not be liable under this Lease
Agreement until all utilities and services agreed to be furnished by Landlord
are available for Tenant’s use.


 


3.             Paragraph 6, RENT, shall be amended to read as
follows:


 


6.             RENT. Tenant agrees to pay rent for the Premises
in monthly installments according to the following schedule (the Base Rent):


 


	
   

  	
   

  	
  Annual Base

  	
   

  	
  Base

  	
   

  
	
  Year

  	
   

  	
  Rent/RSF

  	
   

  	
  Rent/Month

  	
   

  
	
  1

  	
   

  	
  10.50

  	
   

  	
  $

  	
  27,459

  	
   

  
	
  2

  	
   

  	
  10.82

  	
   

  	
  $

  	
  28,296

  	
   

  
	
  3

  	
   

  	
  11.14

  	
   

  	
  $

  	
  29,133

  	
   

  



 


During the term of this Lease,
the Tenant shall pay a prorata share of Operating Expenses (as defined in the
OPERATING EXPENSES section), payable monthly with Base Rent. Tenant’s monthly
payment of its prorata share of Operating Expenses shall be based on Landlord’s
estimate, which will be provided to Tenant on an annual basis. Landlord shall
estimate Tenant’s prorata share of Operating Expenses on a reasonable basis by
considering its Operating Expenses for the prior year and market factors
regarding future Operating Expenses.


 


Said Rent is subject to late
charges and other terms and conditions of this Lease. Monthly rental shall be
payable in advance on the first day of each month during the Term of this
Lease, without notice or demand and without any deduction, off-set, or
abatement, except as described herein, in lawful money of the United States to
the Landlord at the address stated herein for notices or to such other persons
or such other places as the Landlord may designate to Tenant in writing. Rent
not paid within ten (10) days of the due date shall be subject to a late charge
equal to the lesser of 5% of the amount unpaid or the maximum allowable under
applicable law, with an additional amount due every month it remains unpaid. Any
items of additional rent shall be invoiced on a monthly basis by Landlord and
shall be payable by Tenant within fifteen (15) days of the date of such
invoice.


 


4.             Paragraph 8, TENANT LEASEHOLD IMPROVEMENT
ALLOWANCE, shall be amended to read as follows:


 


8.             TENANT LEASEHOLD IMPROVEMENT ALLOWANCE. Landlord
shall, within thirty (30) days after the date on which this Amendment is fully
executed, pay to Tenant a tenant improvement allowance of $62,764, which is the
product of $2.00 times 31,382 rentable square feet, to compensate Tenant for
improvements previously made in the Premises and previously paid for by Tenant.


 

















 


5.             Paragraph 45, BROKER, shall be amended to read as
follows:


 


45.           BROKER. Landlord and Tenant each represent and warrant to the other that it
is not aware of any brokers or finders who may claim a fee or commission in
connection with the consummation of the transactions contemplated by this Lease
except for Woodbridge Partners, Inc., whose fee shall be paid by Landlord. The
said fee for Woodbridge Partners, Inc. shall be three dollars ($3.00) per
square foot, which amount equals ninety-four thousand one hundred forty-six
dollars ($94,146). If any other claims for brokers’ or finders’ fees in
connection with the transactions contemplated by this Lease arise, then Tenant
agrees to indemnify, protect, hold harmless and defend Landlord (with counsel
satisfactory to Landlord) from and against any such claims if they shall be
based upon any statement, representation or agreement made by Tenant, and
Landlord agrees to indemnify, protect, hold harmless and defend Tenant (with
counsel satisfactory to Tenant) if such claims are based upon any statement,
representation or agreement made by Landlord.


 


6.             The parties agree that the Lease Agreement
Amendment entered into on April 13, 1998 shall terminate on June 14,
2002 and thereafter shall have no force and effect.


 


Except as is herein above set
forth, all terms, provisions and covenants of the Lease shall remain unchanged
and in full force and effect.


 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Amendment as of the date and year first above
written.


 


	
  LANDLORD:  Cardiac
  Pacemakers, Inc.

  	
  TENANT:  Data
  Sciences International

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Charles T. Coggin

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  VP Finance

  	
   

  	
  Its:

  	
  VP & CFO

  	
   

  



 

















 


EXHIBIT A


 


[Floor Plan of Premises]


 

















 


FOURTH AMENDMENT
TO LEASE


 


THIS FOURTH AMENDMENT TO LEASE
(this “Agreement”) is made and entered into as of this 28th day of February, 2005, by and between Cardiac
Pacemakers, Inc., d/b/a Guidant, a Minnesota corporation (“Landlord”) and
Transoma Medical, Inc., a Minnesota corporation (“‘Tenant”).


 


RECITALS


 


A.            Landlord, as landlord, and Tenant, as tenant, are
parties to that certain Lease Agreement (as amended, the “Lease”), relating to
the lease of certain premises in the building owned by Landlord commonly known
as “Building 2” and located at 4211 North Lexington Avenue, Arden Hills,
Minnesota (the “Building”).


 


B.            Pursuant to Section 4 of the Lease, Tenant has
exercised its option to extend the term thereof.


 


C.            Landlord and Tenant desire by this Agreement to
confirm certain matters relating to the Lease and the Premises.


 


D.            Capitalized terms used but not defined herein have
the meanings given in the Lease.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:


 


1.             Extension of Term. The Term is hereby extended for a period commencing
on June 15, 2005 and ending at midnight on June 14, 2008 (the “Second Renewal
Term”), unless sooner terminated as provided in the Lease.


 


2.             No Further Renewal Options. Tenant acknowledges that it has exercised both
of the Options set forth in the Lease, and, accordingly, Tenant has no further
right or option to extend the Term beyond the expiration of the Second Renewal
Term.


 


3.             Base Rent. Commencing on June 15, 2005 and continuing throughout the remainder of
the Second Renewal Term, Tenant shall pay Base Rent in the amount of $29,133
per month in the manner set forth in Section 6 of the Lease. Additionally,
Tenant shall continue to pay Tenant’s Proportionate Share of Operating Expenses
and all other items of Additional Rent, as provided in the Lease.


 


4.             Brokers. Landlord shall not be responsible for the payment of any broker’s fees or finder’s fees on
account of any dealings with Tenant in connection with this Agreement.


 


5.             Application of Lease Terms. Except to the extent inconsistent with this Agreement and except to
the extent that the specific terms of this Agreement specifically address a
topic, all of the terms and conditions of the Lease shall apply to the Lease as
amended by this Agreement. This Agreement shall be binding upon and inure to
the benefit of Landlord, Tenant and their respective successors and assigns.


 

















 


6.             Reaffirmation of Lease. Except as specifically amended herein, the terms and conditions of
the Lease shall remain unchanged and in full force and effect.


 


The
parties have executed this Amendment as of the date first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  CARDIAC
  PACEMAKERS, INC. D/B/A

  GUIDANT, a Minnesota corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its: 

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  TRANSOMA
  MEDICAL, INC., a

  Minnesota corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Brian
  P. Brockway

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its: 

  	
  President
  and CEO