PLATO LEARNING INC
LEASE FOR BLOOMINGTON, MINNESOTA OFFICE
<DOCUMENT>
<TYPE>EX-10.08
<SEQUENCE>2
<FILENAME>c59557ex10-08.txt
<DESCRIPTION>LEASE FOR BLOOMINGTON, MINNESOTA OFFICE
<TEXT>

<PAGE>   1










                                LEASE AGREEMENT


                     LIBERTY PROPERTY LIMITED PARTNERSHIP,
                      a Pennsylvania limited partnership,
                                    LANDLORD

                                      and

                          THE ROACH ORGANIZATION, INC.
                              D/B/A/ TRO LEARNING
                            a Delaware corporation,
                                     TENANT


                                February 4, 2000


<PAGE>   2
                                LEASE AGREEMENT
                                     INDEX


SECTION                                                                     PAGE
--------------------------------------------------------------------------------

1.  Summary of Terms and Certain Definitions...................................1

2.  Premises...................................................................2

3.  Environmental..............................................................3

4.  Use; Compliance............................................................3

5.  Term.......................................................................4

6.  Minimum Annual Rent........................................................4

7.  Operation of Property; Payment of Expenses.................................4

8.  Signs......................................................................8

9.  Alterations and Fixtures...................................................9

10. Mechanics' Liens...........................................................9

11. Landlord's Right of Entry.................................................10

12. Damage by Fire or Other Casualty..........................................10

13. Condemnation..............................................................10

14. Non-Abatement of Rent.....................................................11

15. Indemnification of Landlord...............................................11

16. Waiver of Claims..........................................................11

17. Quiet Enjoyment...........................................................12

18. Assignment and Subletting.................................................12

19. Subordination, Mortgagee's Rights.........................................13

20. Recording; Tenant's Certificate...........................................13



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21. Surrender, Abandoned Property.............................................14

22. Curing Tenant's Defaults..................................................14

23. Defaults - Remedies.......................................................14

24. Representations of Tenant.................................................16

25. Liability of Landlord.....................................................17

26. Interpretation; Definitions...............................................17

27. Notices...................................................................18

28. Security Deposit/Letter of Credit.........................................19

29. Construction of Base Building.............................................20

30. Commencement Date.........................................................20

31. Early Access..............................................................21

32. Tenant Improvements.......................................................22

33. Acceptance of Premises....................................................22

34. Extension Option..........................................................22

35. Right of First Offer......................................................24

36. Parking...................................................................25

37. U.S. West Credits.........................................................25

38. Closing Contingency.......................................................25



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     THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address
at 10400 Viking Drive, Suite 130, Eden Prairie, Minnesota 55344 and THE ROACH
ORGANIZATION, INC., d/b/a TRO LEARNING, a Delaware corporation ("TENANT") with
its address at 4660 West 77th Street, Edina, Minnesota 55435 and is dated as of
the date on which this Lease has been fully executed by Landlord and Tenant.

     1. SUMMARY OF TERMS AND CERTAIN DEFINITIONS.

          (a)  "PREMISES": Approximate rental square feet: (Section 2) 32,234
               Office; 7,811 Warehouse

          (b)  "BUILDING": Approximate rentable square feet: 56,000 (Section 2)
               Address: 10801 Nesbitt Avenue South, Bloomington, Minnesota 55439

          (c)  "TERM": One hundred twenty-one (121) months plus any partial
               month from the Commencement Date until the first day of the first
               full calendar month following the Commencement Date.

               (i)  "COMMENCEMENT DATE": See Section 30 for definition and
                    specific provisions

                    "TARGET COMMENCEMENT DATE": The Target Commencement Date is
                    June 1, 2000; see Section 30 for definition and specific
                    provisions

                    "RENT COMMENCEMENT DATE": The target Rent Commencement Date
                    is July 1, 2000; see Section 30 for definition and specific
                    provisions

               (ii) "EXPIRATION DATE": (Section 5)

          (d)  "MINIMUM ANNUAL RENT": (Section 6)

               (i)  "MINIMUM ANNUAL RENT": $414,866.04 (Four Hundred Fourteen
                    Thousand Eight Hundred Sixty-six and 04/100 Dollars),
                    payable in monthly installments of $34,572.17 (Thirty-four
                    Thousand Five Hundred Seventy-two and 17/100 Dollars),
                    increased as follows:




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Lease Year      Annual       Monthly      Lease Year      Annual        Monthly
----------   -----------    ----------    ----------    -----------    ---------

    2        $424,877.04    $35,406.42         6        $434,889.00    36,240.75
    3         427,280.04     35,606.67         7         438,092.04    36,507.67
    4         430,884.00     35,907.00         8         441,296.04    36,774.67
    5         432,486.00     36,040.50         9         444,900.00    37,075.00
                                              10         448,904.04    37,408.67

          (e)  Estimated "ANNUAL REAL ESTATE TAX AND OPERATING EXPENSES"
               (Section 7) in the amount of Sixty Four Thousand Seventy-0ne and
               96/100 Dollars ($64,071.96) payable in monthly installments of
               Five Thousand Three Hundred Thirty-Nine and 33/100 Dollars
               ($5,339.33), based on estimated 2000 Annual Real Estate Tax and
               Operating Expenses of approximately $1.60 per rentable square
               foot, subject to adjustment (Section 7(a)).

          (f)  "PROPORTIONATE SHARE" (Section 7(a)): 71.51% (Ratio of
               approximate rentable square feet in the Premises to approximate
               rentable square feet in the Building).

          (g)  "USE" (Section 4): General office and warehouse purposes.

          (h)  "SECURITY DEPOSIT" (Section 28): $39,900 cash and $150,000
               letter of credit; see Section 28 for specific provisions.

          (i)  "CONTENTS": This Lease consists of the Index, pages 1 through 27
               containing Sections 1 through 38 and the following, all of which
               are attached hereto and made a part of this Lease:

               Exhibits  "A" - Plan Showing Premises
                         "B" - Commencement Certificate Form
                         "C" - Building Rules
                         "D" - Tenant's Work and Drawings
                         "E" - Estoppel Certificate Form
                         "F" - Landlord's Work with respect to Base Building
                               Plans
                         "G" - Tenant Visitor Parking

     2.   PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises as shown on attached Exhibit "A" within the Building
(the Building and the lot on which it is located, the "PROPERTY"), together
with the nonexclusive right with Landlord and other occupants of the Building
to use all areas and facilities on the Property provided by Landlord for the
use of all tenants in the Building including any mechanical room, driveways,
sidewalks and parking, loading drives and landscaped areas (the "COMMON AREAS").



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     3.   ENVIRONMENTAL Tenant shall comply, at its sole expense, with all
environmental "Laws and Requirements" (as hereinafter defined) all
manufacturers' instructions and all requirements of insurers relating to the
treatment, production, storage, handling, transfer, processing, transporting,
use, disposal and release of hazardous substances, hazardous mixtures,
chemical, pollutants, petroleum products, toxic or radioactive matter (the
"RESTRICTED ACTIVITIES"). Tenant shall deliver to Landlord copies of all
Material Safety Data Sheets or other written information prepared by
manufacturers, importers or suppliers of any chemical and all notices, filings,
permits and any other written communications from or to Tenant and any entity
regulating any Restricted Activities. Landlord agrees that the Building and any
portion of the Premises to be constructed by Landlord pursuant to this Lease
will be constructed, in all material respects, in compliance with all
applicable Laws and Requirements as adopted, applied and interpreted as of the
date the building permit is issued, including, but not limited to environmental
Laws and Requirements.

     4.   USE; COMPLIANCE.

          (a)  PERMITTED USE. Tenant shall occupy and use the Premises for and
     only for the Use specified in Section 1 above and in such a manner as is
     lawful, reputable and will not create any nuisance or other act or thing
     which may disturb the quiet enjoyment of any other tenant. Without limiting
     the foregoing, such Use shall exclude any use that would cause the Premises
     or the Property to be deemed a "place of public accommodation" under the
     Americans with Disabilities Act (the "ADA") as further described in the
     Building Rules (defined below). All Common Areas shall be subject to
     Landlords exclusive control and management at all times. Tenant shall not
     use or permit the use of any portion of the Common Area for other than
     their intended use.

          (b)  COMPLIANCE. From and after the Commencement Date, Tenant shall
     comply promptly (including making any alterations or improvements) with all
     laws (including the ADA), ordinances, notices, orders, rules, regulations
     and requirements regulating the Property during the Term which impose any
     duty upon Landlord or Tenant as a result of occupancy or alteration of, or
     Tenant's installations in or upon, the Property including the Premises (as
     the same may be amended, the "LAWS AND REQUIREMENTS") and the building
     rules attached as Exhibit "C", as reasonably amended by Landlord from time
     to time, (the "BUILDING RULES"). Provided, however, that Tenant shall not
     be required to comply with the Laws and Requirements with respect to the
     footings, foundations, structural steel columns and girders forming a part
     of the Property unless the need for such compliance arises out of Tenant's
     use, occupancy or alteration of the Property, or by any act or omission of
     Tenant or any employees, agents, contractors, licensees or invitees
     ("AGENTS") of Tenant. With respect to Tenant's obligations as to the
     Property, other than the Premises, at Landlord's option following thirty
     (30) days' notice to Tenant and Tenant's failure to reply, Landlord may
     comply with any repair, replacement or other construction requirements of
     the Laws and Requirements and Tenant shall pay to Landlord all costs
     thereof as additional rent.

          (c)  NOTICE. If at any time during or after the Term, Tenant becomes
     aware of any inquiry, investigation or proceeding regarding the Restricted
     Activities or becomes


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     aware of any claims, actions or investigations regarding the ADA, Tenant
     shall give Landlord written notice, within five (5) days after first
     learning thereof, providing all available information and copies of any
     notices.

     5.   TERM. The Term of this Lease shall commence on the "Commencement
Date" (as defined in Section 30) and shall end at 5:00 p.m. on the last day
of the Term (the "EXPIRATION DATE"), without the necessity for notice from
either party, unless sooner terminated in accordance with the terms hereof. At
Landlord's request, Tenant shall confirm the Commencement Date and Expiration
Date by executing a Lease Commencement Certificate in the form attached as
Exhibit "B".

     6.   MINIMUM ANNUAL RENT. From and after the Rent Commencement Date, Tenant
agrees to pay to Landlord the Minimum Annual Rent in equal monthly installments
in the amount set forth in Section 1(d), in advance, on the first day of each
calendar month during the Term, without notice, demand or setoff, at Landlord's
address designated at the beginning of this Lease unless Landlord designates
otherwise. If the Rent Commencement Date falls on a day other than the first day
of a calendar month, the rent shall be apportioned pro rata on a per diem basis
for the period from the Rent Commencement Date until the first day of the
following calendar month and shall be paid on or before the Rent Commencement
Date. As used in this Lease, the term "LEASE YEAR" means the period from the
Rent Commencement Date through the succeeding twelve (12) full calendar months
(including for the first Lease Year the partial month from the Rent Commencement
Date until the first day of the following calendar month) and each successive
twelve (12) month period thereafter during the Term.

     7.   OPERATION OF PROPERTY; PAYMENT OF EXPENSES.

          (a)  PAYMENT OF OPERATING EXPENSES AND REAL ESTATE TAXES. From and
     after the Rent Commencement Date, Tenant shall pay to Landlord the Annual
     Real Estate Tax and Operating Expenses in equal monthly installments in
     the amount set forth in Section 1(e) (prorated for any partial month and
     subject to adjustment as provided in this Lease), and continuing
     throughout the Term on the first day of each calendar month during the
     Term, as additional rent, without notice, demand or setoff. Landlord shall
     apply such payments to the annual operating costs of operating and
     maintaining the Property and the annual real estate taxes and special
     assessments payable with respect to the Property during the Term, which
     costs may include by way of example rather than limitation: insurance
     premiums, fees, Impositions, costs for repairs, maintenance, service
     contracts, a management and administrative fee not to exceed four percent
     (4%) of gross rents, governmental permits, overhead expenses, costs of
     furnishing water, sewer, gas, fuel, electricity, other utility services,
     landscaping and grounds maintenance, and the costs of any other items
     attributable to operating or maintaining any or all of the Property, but
     excluding any costs which under generally accepted accounting principles
     are capital expenditures; provided, however, that annual operating costs
     also shall include the annual amortization (over an assumed useful life of
     ten (10) years) of the costs (including financing charges) of building
     improvements made by Landlord to the Property that are required by any
     governmental authority or for the purpose of reducing operating expenses
     or directly enhancing the safety of tenants in the Building generally. The
     amount of the



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     Annual Real Estate Taxes and Operating Expenses set forth in Section 1(e)
     represents Landlord's estimate of Tenant's share of the estimated real
     estate taxes and operating costs during the first calendar year of the Term
     on an annualized basis; from time to time Landlord may adjust such
     estimated amount if the estimated real estate taxes or operating costs
     increase.

          Tenant shall contract directly for gas, electrical, trash, janitorial
     and will pay from and after the Commencement Date the sums due to the
     providers of such services as outlined in Section 7(e).

               (i)  COMPUTATION OF TENANT'S SHARE OF ANNUAL OPERATING COSTS.
          After the end of each calendar year of the Term, Landlord shall
          compute Tenant's share of the Annual Real Estate Taxes and Operating
          Costs described above incurred during such calendar year by (A)
          calculating an appropriate adjustment, using generally accepted
          accounting principles, to avoid allocating to Tenant or to any other
          tenant (as the case may be) those specific costs which Tenant or any
          other tenant has agreed to pay, (B) calculating an appropriate
          adjustment, using generally accepted accounting principles, to avoid
          allocating to any vacant space those specific costs which were not
          incurred for such space; and (C) multiplying the adjusted annual
          operating costs by Tenant's Proportionate Share.

               (ii) RECONCILIATION. By March 30th of each year (and as soon as
          practical after the expiration or termination of this Lease or at any
          time in the event of a sale of the Property), Landlord shall provide
          Tenant with a statement of the actual amount of such Annual Real
          Estate Taxes and Operating Costs for the preceding calendar year or
          part thereof. Within thirty (30) days after Landlord provides Tenant
          with such statement, Landlord or Tenant shall pay to the other the
          amount of any deficiency or overpayment then due from one to the other
          or, at Landlords option, Landlord may credit Tenant's account for any
          overpayment.

               (iii) INSPECTION/AUDIT. Tenant shall be entitled at any
          reasonable time during regular business hours, within 60 days after
          Tenant receives Landlord's statement of actual Real Estate Taxes and
          Operating Costs, and after giving to Landlord at least three (3)
          business days prior written notice, to inspect in Landlord's business
          office all Landlord's records necessary to satisfy itself that all
          charges have been correctly allocated to Tenant for the calendar year
          that is the subject of Landlord's statement of actual Real Estate
          Taxes and Operating Costs, and to obtain an audit thereof by an
          independent certified public accountant (selected by Tenant with
          Landlord's written consent, which shall not be withheld unreasonably)
          to determine the accuracy of Landlord's certification of the amount of
          additional rent charged Tenant. If it is determined that Tenant's
          liability for additional rent for such calendar year is less than
          ninety-five percent (95%) of that amount which Landlord previously
          certified to Tenant for such calendar year, Landlord shall pay to
          Tenant the cost of such audit (provided, however, that Landlord shall
          not be required to pay the cost of any audit based on a contingency
          fee or percentage of the amount recovered for Tenant) and regardless
          of such


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          percentage Landlord shall refund promptly to Tenant the amount of the
          additional rent paid by Tenant for such calendar year which exceeds
          the amount for which Tenant actually is liable, as determined
          following such audit. If it is determined that Tenant's liability for
          additional rent for either such calendar year is more than the amount
          which Landlord previously certified to Tenant for such calendar year,
          Tenant shall promptly pay to Landlord (net of the cost to Tenant of
          the audit) the amount of the additional rent underpaid by Tenant, as
          determined following such audit. Except as provided above, Tenant
          shall bear the total cost of any such audit. Tenant shall keep, and
          shall cause Tenant's auditor to keep, the results of such audit
          confidential.

          (b)  IMPOSITIONS. As used in this Lease the term "IMPOSITIONS" refers
     to all levies, taxes (including sales taxes and gross receipt taxes) and
     assessments, which are payable during the Term, and which are imposed by
     any authority or under any law, ordinance or regulation thereof, or
     pursuant to any recorded covenants or agreements, and the reasonable cost
     of contesting any of the foregoing, upon or with respect to the Property or
     any part thereof, or any improvements thereto. Tenant shall pay to Landlord
     with the monthly payment of Minimum Annual Rent any Imposition imposed
     directly upon this Lease or the Rent (defined in Section 7(g)) or amounts
     payable by any subtenants or other occupants of the Premises, or against
     Landlord because of Landlord's estate or interest herein.

          Nothing herein contained shall be interpreted as requiring Tenant to
     pay any income, excess profits or corporate capital stock tax imposed or
     assessed upon Landlord, unless such tax or any similar tax is levied or
     assessed in lieu of all or any part of any Imposition or an increase in any
     Imposition.

          (c)  INSURANCE.

               (i)  PROPERTY. Landlord shall keep in effect insurance against
          loss or damage to the Building or the Property by fire and such other
          casualties as may be included within fire, extended coverage and
          special form insurance covering the full replacement cost of the
          Building (but excluding coverage of Tenant's personal property in, and
          any alterations by Tenant to, the Premises), and such other insurance
          as Landlord may reasonably deem appropriate or as may be required from
          time to time by any mortgagee.

               (ii) LIABILITY. Tenant, at its own expense, shall keep in effect
          comprehensive general public liability insurance with respect to the
          Premises, including contractual liability insurance, with such limits
          of liability for bodily injury (including death) and property damage
          as reasonably may be required by Landlord form time-to-time, but not
          less than a combined single limit of $1,000,000 per occurrence and a
          general aggregate limit of not less than $3,000,000 (which aggregate
          limit shall apply separately to each of Tenant's locations if more
          than the Premises); however, such limits shall not limit the liability
          of Tenant hereunder. The policy of comprehensive general public


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     liability insurance also shall name Landlord and Landlord's agent as
     additional insured parties with respect to the Premises, shall be written
     on an "occurrence" basis and not on a "claims made" basis, shall provide
     that it is primary with respect to any policies carried by Landlord and
     that any coverage carried by Landlord and that any coverage carried by
     Landlord shall be excess insurance, shall provide that it shall not be
     cancelable or reduced without at least thirty (30) days prior written
     notice to Landlord and shall be issued in form satisfactory to Landlord.
     The insurer shall be a responsible insurance carrier which is authorized to
     issue such insurance and licensed to do business in the state in which the
     Property is located and which has at all times during the Term a rating of
     no less than A - VI in the most current edition of Best's Insurance
     Reports. Tenant shall deliver to Landlord on or before the Commencement
     Date, and subsequently renewals of, a certificate of insurance evidencing
     such coverage and the waiver of subrogation described below.

          (iii) WAIVER OF SUBROGATION. Landlord and Tenant shall have included
     in their respective property insurance policies waivers of their
     respective insurers' right of subrogation against the other party. If such
     a waiver should be unobtainable or unenforceable, then such policies of
     insurance shall state expressly that such policies shall not be
     invalidated if, before a casualty, the insured waives the right of
     recovery against any party responsible for a casualty covered by the
     policy.

          (iv) INCREASE OF PREMIUMS. Tenant agrees not to do anything or fail to
     do anything which will increase the cost of Landlord's insurance or which
     will prevent Landlord from procuring policies (including public liability)
     from companies and in a form satisfactory to Landlord. If any breach of the
     preceding sentence by Tenant causes the rate of fire or other insurance to
     be increased, Tenant shall pay the amount of such increase as additional
     rent promptly upon being billed.

     (d)  REPAIRS AND MAINTENANCE; COMMON AREAS; BUILDING MANAGEMENT.

          (i)  Tenant at its sole expense shall maintain the Premises in a neat
     and orderly condition.

          (ii) Landlord shall make all necessary repairs to the Premises, the
     Common Areas and any other improvements located on the Property. Landlord
     shall operate and manage the Property and shall maintain all Common Areas
     and any paved areas appurtenant to the Property in a clean and orderly
     condition. Landlord reserves the right to make alterations to the Common
     Areas from time to time provided that Tenant's business is not unreasonably
     disrupted.

          (iii) Notwithstanding anything herein to the contrary, repairs and
     replacements to the Property including the Premises made necessary by
     Tenant's use, occupancy or alteration of, or Tenant's installation in or
     upon the Property or by any act or omission of Tenant or its Agents shall
     be made at the sole expense.




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<PAGE>   11


          of Tenant to the extent not covered by any applicable insurance
          proceeds paid to Landlord. Tenant shall not bear the expense of any
          repairs or replacements to the Property arising out of or caused by
          Landlord's negligence or intentional misconduct or any other tenant's
          use, occupancy or alteration of, or any other tenant's installation in
          or upon, the Property or by any act or omission of any other tenant or
          any other tenant's Agents.

          (e)  UTILITIES. All utilities serving the Premises shall be separately
     metered to the Premises, and, to the extent permissible, directly billed to
     Tenant by the applicable utility company. Heating, ventilation and air
     conditioning systems serving the Premises will be designed and constructed
     by Landlord to be under Tenant's control and may be used on such days and
     during such hours as Tenant may determine in its discretion. Tenant shall
     not place loads on any of the building systems in excess of the capacity
     for which they were designed. Tenant shall pay all separately metered
     utility charges as and when billed to Tenant, without delinquency. Landlord
     shall not be responsible or liable for any interruption in utility service
     not arising out of any act or omission of Landlord, nor shall such
     interruption affect the continuation or validity of this Lease. Landlord
     will make all reasonable efforts to cause service to be restored as soon as
     possible after any interruption.

          (f)  "RENT." The term "RENT" as used in this Lease means the Minimum
     Annual Rent, Annual Real Estate Taxes and Operating Expenses and any other
     additional rent or sums payable by Tenant to Landlord pursuant to this
     Lease, all of which shall be deemed rent for purposes of Landlord's rights
     and remedies with respect thereto. Tenant shall pay all Rent to Landlord
     within thirty (30) days after Tenant is billed, unless otherwise provided
     in this Lease, and interest shall accrue on all sums due but unpaid.

     8.   SIGNS. Landlord, at Landlord's expense, will place Tenant's name and
suite number on the building standard sign and on or beside the entrance door to
the Premises. Except for signs which are located wholly within the interior of
the Premises and not visible from the exterior of the Premises, and except as
expressly provided in this SECTION 8, no other signs shall be placed on the
Property without the prior written consent of Landlord.

     The foregoing notwithstanding, Tenant shall have the right to procure,
install and maintain, at Landlord's cost and expense (not to exceed $5,000), the
following identification signage on or about the Building:

          (a)  One building-mounted identification sign on the west face of the
     Building; and

          (b)  A sign panel on the monument sign to be constructed on north side
     of the Property; Tenant shall be entitled to top one-half of the signage
     space available on the monument sign.

     The design, size and location of all Tenant signage shall be consistent
     with Landlord's sign criteria and otherwise subject to Landlord's approval,
     which approval shall not be


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<PAGE>   12


     unreasonably withheld. Tenant shall cause all Tenant signage to comply with
     all Laws and Requirements applicable thereto. All Tenant signage shall be
     maintained by Tenant in good condition, and upon the expiration or
     termination of this Lease, Tenant shall remove the signage and shall repair
     any damage occasioned by such removal.

     9.   ALTERATIONS AND FIXTURES.

          (a)  Subject to Section 10, Tenant shall have the right to install its
     trade fixtures in the Premises, provided that no such installation or
     removal thereof shall affect any structural portion of the Property nor any
     utility lines, communications lines, equipment or facilities in the
     Building serving any tenant other than Tenant. At the expiration or
     termination of this Lease and at the option of Landlord, Tenant shall
     remove such installation(s) and, in the event of such removal, Tenant shall
     repair any damage caused by such installation or removal. If Tenant elects
     not to remove such installation(s) at the expiration or termination of this
     Lease, all such installations shall remain on the Property and become the
     property of Landlord without payments by Landlord.

          (b)  Except for non-structural changes which do not exceed $5,000 in
     the aggregate, Tenant shall not make or permit to be made any alterations
     to the Premises without Landlord's prior written consent. Tenant shall pay
     the costs of any required architectural/engineering reviews. In making any
     alterations, (i) Tenant shall deliver to Landlord the plans, specifications
     and necessary permits, together with certificates evidencing that Tenant's
     contractors and subcontractors have adequate insurance coverage naming
     Landlord and Landlord's agent as additional insureds, at least ten (10)
     days prior to commencement thereof, (ii) such alterations shall not impair
     the structural strength of the Building or any other improvements or reduce
     the value of the Property or affect any utility lines, communications
     lines, equipment or facilities in the Building serving any tenant other
     than Tenant, (iii) Tenant shall comply with Section 10 and the quiet
     enjoyment of other tenants in the Building shall not be disturbed. All
     alterations to the Premises by Tenant shall be the property of Tenant until
     expiration or termination of this Lease; at which time all such alterations
     shall remain on the Property and become the property of Landlord without
     payment by Landlord unless Landlord gives written notice to Tenant to
     remove the same, in which event Tenant will remove such alterations and
     repair any resulting damage. At Tenant's request prior to Tenant making any
     alterations, Landlord shall notify Tenant in writing, whether Tenant will
     be required to remove such alterations at the expiration or termination of
     this Lease.

     10.  MECHANICS' LIENS. Tenant shall pay promptly any contractors and
materialmen who supply labor, work or materials to Tenant at the Property and
shall take all steps permitted by law in order to avoid the imposition of any
mechanic's lien upon all or any portion of the Property. Should any such lien or
notice of lien be filed for work performed for Tenant and other than by
Landlord, Tenant shall bond against or discharge the same within ten (10) days
after Tenant has notice that the lien or claim is filed regardless of the
validity of such lien or claim. Nothing in this Lease is intended to authorize
Tenant to do or cause any work to be done or materials to be supplied for the
account of Landlord, all of the same to be solely for Tenant's account and at
Tenant's risk and expense. Throughout this Lease the term "MECHANIC'S LIEN" is


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used to include any lien, encumbrance or charge levied or imposed upon all or
any portion of, interest in or income from the Property on account of any
mechanic's, laborer's, materialmen's or construction lien or arising out of any
debt or liability to or any claim of any contractor, mechanic, supplier,
materialman or laborer and shall include any mechanic's notice of intention to
file a lien given to Landlord or Tenant, any stop order given to Landlord or
Tenant, any notice of refusal to pay naming Landlord or Tenant and any
injunctive or equitable action brought by any person claiming to be entitled to
any mechanic's lien.

     11.  LANDLORD'S RIGHT OF ENTRY. Tenant shall permit Landlord and its
Agents to enter the Premises at all reasonable times following reasonable
notice (except in the event of an emergency), for the purpose of inspection,
maintenance or making repairs, alternations or additions as well as to exhibit
the Premises for the purpose of sale or mortgage and, during the last nine (9)
months of the Term, to exhibit the Premises to any prospective tenant. Landlord
will make reasonable efforts not to inconvenience Tenant in exercising the
foregoing rights, but shall not be liable for any loss of occupation or quiet
enjoyment thereby occasioned.

     12.  DAMAGE BY FIRE OR OTHER CASUALTY.

          (a)  If the Premises or Building shall be damaged or destroyed by fire
     or other casualty, Tenant promptly shall notify Landlord and Landlord,
     subject to the conditions set forth in this Section 12, shall repair such
     damage and restore the Premises to substantially the same condition in
     which they were immediately prior to such damage or destruction, but not
     including the repair, restoration or replacement of the fixtures or
     alterations installed by Tenant after initial construction of Tenant
     Improvements. Landlord shall notify Tenant in writing, within thirty (30)
     days after the date of the casualty, if Landlord anticipates that the
     restoration will take more than one hundred eighty (180) days from the date
     of the casualty to complete; in such event, either Landlord or Tenant may
     terminate this Lease effective as of the date of casualty by giving written
     notice to the other within thirty (30) days after Landlord's notice.
     Further, if a casualty occurs during the last eighteen (18) months of the
     Term or any extension thereof, Landlord or Tenant may cancel this Lease
     unless Tenant has the right to extend the Term for at least five (5) more
     years and does so within forty-five (45) days after the date of the
     casualty.

          (b)  Landlord shall maintain a 12 month rental coverage endorsement or
     other comparable form of coverage as part of its fire, extended coverage
     and special form insurance. Tenant will receive an abatement of its Minimum
     Annual Rent and Annual Real Estate Tax and Operating Expenses to the extent
     the Premises are rendered untenantable as determined by the carrier
     providing the rental coverage endorsement.

     13.  CONDEMNATION.

          (a)  TERMINATION. If (i) all of the Premises are taken by a
     condemnation or otherwise for any public or quasi-public use, (ii) any part
     of the Premises is so taken and the remainder thereof, in Tenant's
     reasonable opinion, is insufficient for the reasonable operation of
     Tenant's business or (iii) any of the Property is so taken, and, in
     Landlord's



                                       10
<PAGE>   14


     opinion, it would be impractical or the condemnation proceeds are
     insufficient to restore the remainder of the Property, then this Lease
     shall terminate and all unaccrued obligations hereunder shall cease as of
     the day before possession is taken by the condemning authority.

          (b)  PARTIAL TAKING. If there is a condemnation and this Lease has not
     been terminated pursuant to this Section, (i) Landlord shall restore the
     Building and the improvements which are a part of the Premises to a
     condition and size as nearly comparable as reasonably possible to the
     condition and size thereof immediately prior to the date upon which the
     condemning authority took possession and (ii) the obligations of Landlord
     and Tenant shall be unaffected by such condemnation except that there shall
     be an equitable abatement of the Minimum Annual Rent and Real Estate Taxes
     and Operating Expenses according to the rental value of the Premises before
     and after the date upon which the condemning authority took possession
     and/or the date Landlord completes such restoration.

          (c)  AWARD. In the event of a condemnation affecting Tenant, Tenant
     shall have the right to make a claim against the condemning authority for
     moving expenses and business dislocation damages. Except as aforesaid and
     except as set forth in (d) below, Tenant hereby assigns all claims against
     the condemning authority to Landlord.

     14.  NON-ABATEMENT OF RENT. Except as otherwise expressly provided as to
damage by fire or other casualty in Section 12(b) and as to condemnation in
Section 13(b), there shall be no abatement or reduction of the Rent for any
cause whatsoever, and this Lease shall not terminate, and Tenant shall not be
entitled to surrender the Premises.

     15.  INDEMNIFICATION OF LANDLORD. Subject to Sections 7(c)(iii) and 16,
Tenant will protect, indemnify and hold harmless Landlord and its Agents from
and against any and all claims, actions, damages, liability and expense
(including fees of attorneys and investigators) in connection with loss of life,
personal injury or damage to property in or about the Premises or arising out of
the occupancy or use of the Premises by Tenant or its Agents or occasioned
wholly or in part by any act or omission of Tenant or its Agents, whether prior
to, during or after the Term, except to the extent such loss, injury or damage
was caused by the negligence or intentional acts or omissions of Landlord or its
Agents. In case any action or proceeding is brought against Landlord and/or its
Agents by reason of the foregoing, Tenant, at its expense, shall resist and
defend such action or proceeding, or cause the same to be resisted and defended
by counsel (reasonably acceptable to Landlord and its Agents) designated by the
insurer whose policy covers such occurrence or by counsel designated by Tenant
and approved by Landlord and its Agents. Tenant's obligations pursuant to this
Section 15 shall survive the expiration or termination of this Lease.

     16.  WAIVER OF CLAIMS. Landlord and Tenant each hereby waives all claims
for recovery against the other for any loss or damage which may be inflicted
upon the property of such party even if such loss or damage shall be brought
about by the fault or negligence of the other party or its Agents; provided,
however, that such waiver by Landlord shall not be effective with respect to any
liability of Tenant described in Sections 3 and 7(d)(iii).


                                       11


<PAGE>   15


     17.  QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing all
of its covenants, agreements and conditions of this Lease, shall have quiet and
peaceful possession of the Premises as against anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this Lease.

     18.  ASSIGNMENT AND SUBLETTING.

          (a)  LIMITATION. Tenant shall not transfer this Lease, voluntarily or
     by operation of law, without the prior written consent of Landlord, which
     shall not be withheld unreasonably. However, Landlord's consent shall not
     be required in the event of any transfer by Tenant to an affiliate of
     Tenant which is at least as creditworthy as Tenant as of the date of this
     Lease and provided Tenant delivers to Landlord the instrument described in
     Section (c)(iii) below, together with a current financial statement
     evidencing such creditworthiness by Tenant and such affiliate. Any transfer
     not in conformity with this Section 18 shall be void at the option of
     Landlord, and Landlord may exercise any or all of its rights under Section
     23. A consent to one transfer shall not be deemed to be a consent to any
     subsequent transfer. "Transfer" shall include any sublease, assignment,
     license or concession agreement, mortgage or hypothecation of this Lease or
     Tenant's interest therein or in all or a portion of the Premises.

          (b)  OFFER TO LANDLORD. Tenant acknowledges that the terms of this
     Lease, including the Minimum Annual Rent, have been based on the
     understanding that Tenant physically shall occupy the Premises for the
     entire Term. Therefore, upon Tenant's request to transfer all or a portion
     of the Premises, at the option of Landlord, Tenant and Landlord shall
     execute an amendment to this Lease removing such space from the Premises,
     Tenant shall be relieved of any liability with respect to such space and
     Landlord shall have the right to lease such space to any party, including
     Tenant's proposed transferee.

          (c)  CONDITIONS. Notwithstanding the above, the following shall apply
     to any transfer, with or without Landlord's consent:

               (i)  As of the date of any transfer, Tenant shall not be in
          default under this Lease nor shall any act or omission have occurred
          which would constitute a default with the giving of notice and/or the
          passage of time.

               (ii) If there is an assignment of this Lease by Tenant and
          Landlord consents to the assignment in writing, then Landlord shall
          relieve Tenant of its obligation to pay the Rent with respect to the
          period from and after the assignment by Tenant and to perform all its
          other obligations hereunder arising from and after the assignment by
          Tenant. The acceptance of Rent by Landlord from any person shall not
          be deemed to be a waiver by Landlord of any provision of this Lease or
          to be a consent to any transfer.



                                       12
<PAGE>   16


               (iii) Each transfer shall be by a written instrument in form and
          substance satisfactory to Landlord which shall (A) include an
          assumption of liability by any transferee of all Tenant's obligations
          and the transferee's ratification of and agreement to be bound by all
          the provisions of this Lease, (B) afford Landlord the right of direct
          action against the transferee pursuant to the same remedies as are
          available to Landlord against Tenant and (C) be executed by Tenant and
          the transferee.

               (iv) Tenant shall pay, within ten (10) days of receipt of an
          invoice Landlord's reasonable attorneys' fees and costs in connection
          with the review, processing and documentation of any transfer for
          which Landlord's consent is requested.

     19.  SUBORDINATION: MORTGAGEE'S RIGHTS.

          (a)  This Lease shall be subordinate to any first mortgage or other
     primary encumbrance now or hereafter affecting the Premises. Although the
     subordination is self-operative, within ten (10) days after written
     request, Tenant shall execute and deliver any further instruments
     confirming such subordination of this Lease and any further instruments of
     attornment that may be desired by any such mortgagee or Landlord. However,
     any mortgagee may at any time subordinate its mortgage to this Lease,
     without Tenant's consent, by giving written notice to Tenant, and thereupon
     this Lease shall be deemed prior to such mortgage without regard to their
     respective dates of execution and delivery; provided, however, that such
     subordination shall not affect any mortgagee's right to condemnation
     awards, casualty insurance proceeds, intervening liens or any right which
     shall arise between the recording of such mortgage and the execution of
     this Lease.

          (b)  It is understood and agreed that any mortgagee shall not be
     liable to Tenant for any funds paid by Tenant to Landlord unless such funds
     actually have been transferred to such mortgagee by Landlord.

          (c)  Notwithstanding the provisions of Section 12 and 13 above,
     Landlord's obligation to restore the Premises after a casualty or
     condemnation shall be subject to the consent and prior rights of Landlord's
     first mortgagee.

     20.  RECORDING: TENANT'S CERTIFICATE. Tenant shall not record this Lease or
a memorandum thereof without Landlord's prior written consent. Within ten (10)
days after Landlord's written request from time to time:

          (a)  Tenant shall execute, acknowledge and deliver to Landlord a
     written statement certifying the Commencement Date and Expiration Date of
     this Lease, that this Lease is in full force and effect and has not been
     modified and otherwise as set forth in the form of estoppel certificate
     attached as Exhibit "E" or with such modifications as may be necessary to
     reflect accurately the stated facts and or such other certifications as may
     be requested by a mortgagee or purchaser.


                                       13





<PAGE>   17


          (b)  Tenant shall furnish to Landlord, Landlord's mortgagee,
     prospective mortgagee or purchaser reasonably requested financial
     information.

     21   SURRENDER; ABANDONED PROPERTY.

          (a)  Subject to the terms of Sections 9(b), 12(a) and 13(b), at the
     expiration or termination of this Lease, Tenant promptly shall yield up in
     the same condition, order and repair in which they are required to be kept
     throughout the Term, the Premises and all improvements thereto, and all
     fixtures and equipment servicing the Building, ordinary wear and tear
     excepted.

          (b)  Upon or prior to the expiration or termination of this Lease,
     Tenant shall removed any personal property from the Property. Any personal
     property remaining thereafter shall be deemed conclusively to have been
     abandoned, and Landlord, at Tenant's expense, may remove, store, sell or
     otherwise dispose of such property in such manner as Landlord may see fit
     and/or Landlord may retain such property as its property. If any part
     thereof shall be sold, then Landlord may receive and retain the proceeds of
     such sale and apply the same, at its option, against the expenses of the
     sale, the cost of moving and storage and any Rent due under this Lease.

          (c)  If Tenant, or any person claiming through Tenant, shall continue
     to occupy the Premises after the expiration or termination of this Lease or
     any renewal thereof, such occupancy shall be deemed to be under a
     month-to-month tenancy under the same terms and conditions set forth in
     this Lease, except that the monthly installment of the Minimum Annual Rent
     during such continued occupancy shall be one and one-half of the amount
     applicable to the last month of the Term. Anything to the contrary
     notwithstanding, any holding over by Tenant without Landlord's prior
     written consent shall constitute a default hereunder and shall be subject
     to all the remedies available to Landlord.

     22.  CURING TENANT'S DEFAULTS. If Tenant shall be in default in the
performance of any of its obligations hereunder, Landlord, without any
obligation to do so, in addition to any other rights it may have in law or
equity, may elect to cure such default on behalf of Tenant after written notice
(except in the case of emergency) to Tenant. Tenant shall reimburse Landlord
upon demand for any sums paid or costs incurred by Landlord in curing such
default, including interest thereon from the respective dates of Landlord's
incurring such costs, which sums and costs together with interest shall be
deemed additional rent.

     23.  DEFAULTS - REMEDIES.

          (a)  DEFAULTS. It shall be an event of default:

               (i)  If Tenant does not pay in full when due any and all Rent;

               (ii) If Tenant fails to observe and perform or otherwise
          breaches any other provision of this Lease; or



                                       14
<PAGE>   18


               (iii) If Tenant becomes insolvent or bankrupt in any sense or
          makes a general assignment for the benefit of creditors or offers a
          settlement to creditors, or if a petition in bankruptcy or for
          reorganization or for an arrangement with creditors under any federal
          or state law is filed by or against Tenant, or a bill in equity or
          other proceeding for the appointment of a receiver for any of Tenant's
          assets is commenced, or if any of the real or personal property of
          Tenant shall be levied upon; provided, however, that any proceeding
          brought by anyone other than Landlord or Tenant under any bankruptcy,
          insolvency, receivership or similar law shall not constitute a default
          until such proceeding has continued unstayed for more than 60
          consecutive days.

          (b)  REMEDIES. Then, and in any such event of default, Landlord shall
     have the following rights:

               (i)  To charge a late payment fee equal to five percent (5%) of
          any amount owed to Landlord pursuant to this Lease which is not paid
          within five (5) days after the due date.

               (ii) To enter and repossess the Premises and remove all persons
          and all or any property therefrom, by action at law or otherwise,
          without being liable for prosecution or damages therefor, and Landlord
          may, at Landlord's option, make alterations and repairs in order to
          re-let the Premises and re-let all or any part(s) of the Premises for
          Tenant's account. Tenant agrees to pay to Landlord on demand any
          deficiency that may arise by reason of such re-letting. In the event
          of re-letting without termination of this Lease, Landlord may at any
          time thereafter elect to terminate this Lease for such previous
          breach.

               (iii) To terminate this lease and the Term and to require Tenant
          to pay to Landlord all past due amounts under this lease plus the
          present value (as of the date of such election) of the amount, if any,
          by which (1) the Minimum Annual Rent which would have been payable
          during the period (the "Remaining Period") from the date of such
          election through the last day of the Term if this lease had remained
          in effect exceeds (2) the Fair Market Minimum Annual Rent as
          determined by Landlord in its reasonable discretion for the Premises
          for the Remaining Period. For purposes of calculating the present
          value of such excess, a discount rate equal to the annual yield on
          U.S. Treasury Bonds with a remaining term that most closely
          approximates the Remaining Period shall be employed, and it shall be
          assumed that the excess will be payable in equal monthly installments
          over the Remaining Period.

          (c)  GRACE PERIOD. Notwithstanding anything hereinabove stated,
     neither party will exercise any available right because of any default of
     the other, including those remedies contained in Section (b)(i) of this
     Section, unless such party shall have first given five (5) days written
     notice of a monetary default and fifteen (15) days' written


                                       15
<PAGE>   19


     notice of a non-monetary default thereof to the defaulting party, and the
     defaulting party shall have failed to cure the default within such period;
     provided, however, that:

               (i)  No such notice shall be required if Tenant fails to comply
          with the provisions of Sections 10 or 20(a), in the case of emergency
          as set forth in Section 22 or in the event of any default enumerated
          in subsection (a)(iii) of this Section.

               (ii) Landlord shall not be required to give such five (5) days
          notice on monetary default more than two (2) times during any twelve
          (12) month period.

               (iii) If the default consists of something other than the failure
          to pay money which cannot reasonably be cured within fifteen (15)
          days, neither party will exercise any right if the defaulting party
          begins to cure the default within the fifteen (15) days and continues
          actively and diligently in good faith to completely cure said default.

               (iv) Tenant agrees that any notice given by Landlord pursuant to
          this Section which is served in compliance with Section 27 shall be
          adequate notice for the purpose of Landlord's exercise of any
          available remedies.

          (d)  NON-WAIVER; NON-EXCLUSIVE. No waiver by Landlord of any breach by
     Tenant shall be a waiver of any subsequent breach, nor shall any
     forbearance by Landlord to seek a remedy for any breach by Tenant be a
     waiver by Landlord of any rights and remedies with respect to such or any
     subsequent breach. Efforts by Landlord to mitigate the damages caused by
     Tenant's default shall not constitute a waiver of Landlord's right to
     recover damages hereunder. No right or remedy herein conferred upon or
     reserved to Landlord is intended to be exclusive of any other right or
     remedy provided herein or by law, but each shall be cumulative and in
     addition to every other right or remedy given herein or now or hereafter
     existing at law or in equity. No payment by Tenant or receipt or acceptance
     by Landlord of a lesser amount than the total amount due Landlord under
     this Lease shall be deemed to be other than on account, nor shall any
     endorsement or statement on any check or payment be deemed an accord and
     satisfaction, and Landlord may accept such check or payment without
     prejudice to Landlord's right to recover the balance of Rent due, or
     Landlord's right to pursue any other available remedy.

          (e)  COSTS AND ATTORNEYS' FEES. 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 attorneys' fees, costs of suit, investigation expenses and discovery
     costs, including costs of appeal.

     24.  REPRESENTATIONS OF TENANT. Tenant represents to Landlord and agrees
that:

          (a)  The word "TENANT" as used herein includes the Tenant named above
     as well as its successors and assigns, each of which shall be under the
     same obligations and liabilities and each of which shall have the same
     rights, privileges and powers as it would have possessed had it originally
     signed this Lease as Tenant. Each of the entities named


                                       16
<PAGE>   20


     above as Tenant shall be bound jointly and severally by the terms,
     covenants and agreements contained herein. However, no such rights,
     privileges or powers shall inure to the benefit of any assignee of Tenant
     immediate or remote, unless Tenant has complied with the terms of Section
     18 and the assignment to such assignee is permitted or has been approved in
     writing by Landlord.


          (b)  If Tenant is a corporation, partnership or any other form of
     business association or entity, Tenant is duly formed and in good standing,
     and has full corporate or partnership power and authority, as the case may
     be, to enter into this Lease and has taken all corporate or partnership
     action, as the case may be, necessary to carry out the transaction
     contemplated herein, so that when executed, this Lease constitutes a valid
     and binding obligation enforceable in accordance with its terms. Tenant
     shall provide Landlord with corporate resolutions or other proof in a form
     acceptable to Landlord, authorizing the execution of this Lease at the time
     of such execution.

     25.  LIABILITY OF LANDLORD. The word "LANDLORD" as used herein includes
the Landlord named above as well as its successors and assigns, each of which
shall have the same rights, remedies, powers, authorities and privileges as it
would have had it originally signed this Lease as Landlord. No such Landlord
will have liability hereunder after it ceases to hold title to the Premises
except for obligations already accrued (and, as to any unapplied portion of
Tenant's Security Deposit, Landlord shall be relieved of all liability therefor
upon transfer of such portion to its successor in interest) and Tenant shall
look solely to Landlord's successor in interest for the performance of the
covenants and obligations of the Landlord hereunder which thereafter shall
accrue. Neither Landlord nor any principal of Landlord nor any owner of the
Property, whether disclosed or undisclosed, shall have any personal liability
with respect to any of the provisions of this Lease or the Premises, and if
Landlord is in breach or default with respect to Landlord's obligations under
this Lease or otherwise, Tenant shall look solely to the equity of Landlord in
the Property for the satisfaction of Tenant's claims. Notwithstanding the
foregoing, no mortgagee or ground lessor succeeding to the interest of Landlord
hereunder (either in terms of ownership or possessory rights) shall be (a)
liable for any previous act or omission of a prior landlord, (b) subject to any
rental offsets or defenses against a prior landlord or (c) bound by any
amendment of this Lease made without its written consent, or by payment by
Tenant of Minimum Annual Rent in advance in excess of one monthly installment.

     26.  INTERPRETATION; DEFINITIONS.

          (a)  CAPTIONS. The captions in this Lease are for convenience only and
     are not a part of this Lease and do not in any way define, limit, describe
     or amplify the terms and provisions of this Lease or the scope or intent
     thereof.

          (b)  ENTIRE AGREEMENT. This Lease represents the entire agreement
between the parties hereto and there are no collateral or oral agreements or
understandings between Landlord and Tenant with respect to the Premises or the
Property. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease. This Lease shall not be
modified in any manner except by an instrument in



                                       17
<PAGE>   21


     writing executed by the parties. The masculine (or neuter) pronoun and the
     singular number shall include the masculine, feminine and neuter genders
     and the singular and plural number. The word "including" followed by any
     specific term(s) is deemed to refer to examples rather than to be words of
     limitation. Both parties have participated fully and equally in the
     negotiation and preparation of this Lease, this Lease shall not be more
     strictly construed, nor any ambiguities in this Lease resolved, against
     either Landlord or Tenant.

          (c)  COVENANTS. Each covenant, agreement, obligation, term, condition
     or other provision herein contained shall be deemed and construed as a
     separate and independent covenant of the party bound by, undertaking or
     making the same, not dependent on any other provision of this Lease unless
     otherwise expressly provided. All of the terms and conditions set forth in
     this Lease shall apply throughout the Term unless otherwise expressly set
     forth herein.

          (d)  INTEREST. Wherever interest is required to be paid hereunder,
     such interest shall be twelve percent (12%) per annum.

          (e)  SEVERABILITY; GOVERNING LAW. If any provisions of this Lease
     shall be declared unenforceable in any respect, such unenforceability shall
     not affect any other provision of this Lease, and each such provision shall
     be deemed to be modified, if possible, in such a manner as to render it
     enforceable and to preserve to the extent possible the intent of the
     parties as set forth herein. This Lease shall be construed and enforced in
     accordance with the laws of the state in which the Property is located.

          (f)  "MORTGAGE" AND "MORTGAGEE". The word "MORTGAGE" as used herein
     includes any lien or encumbrance on the Premises or the Property or on any
     part of or interest in or appurtenance to any of the foregoing, including
     without limitation any ground rent or ground Lease if Landlord's interest
     is or becomes a leasehold estate. The word "MORTGAGEE" as used herein
     includes the holder of any mortgage, including any ground lessor if
     Landlord's interest is or becomes a leasehold estate. Wherever any right
     is given to a mortgagee, that right may be exercised on behalf of such
     mortgagee by any representative or servicing agent of such mortgagee.

          (g)  "PERSON." The word "PERSON" is used herein to include a natural
     person, a partnership, a corporation, an association and any other form of
     business association or entity.

     27.  NOTICES. Any notice or other communication under this Lease shall be
in writing and addressed to Landlord or Tenant's Chief Financial Officer at
their respective addresses specified at the beginning of this Lease, except that
after the Commencement Date Tenant's address shall be at the Premises, (or to
such other address as either may designate by notice to the other) with a copy
to any mortgagee or other party designated by Landlord. Each notice or other
communication shall be deemed given if sent by prepaid overnight delivery
service or by certified mail, return receipt requested, postage prepaid or in
any other manner, with delivery in any case evidenced by a receipt, and shall be
deemed received on the day of actual receipt by the


                                       18

<PAGE>   22


intended recipient or on the business day delivery is refused. The giving of
notice by Landlord's attorneys, representatives and agents under this Section
shall be deemed to be the acts of Landlord; however, the foregoing provisions
governing the date on which a notice is deemed to have been received shall mean
and refer to the date on which a party to this Lease, and not its counsel or
other recipient to which a copy of the notice may be sent, is deemed to have
received the notice.

     28.  SECURITY DEPOSIT/LETTER OF CREDIT.

          (a)  Cash Security.  At the time of signing this Lease, Tenant shall
     deposit with Landlord the $39,900 Security Deposit to be retained by
     Landlord as cash security for the faithful performance and observance by
     Tenant of the provisions of this Lease. Tenant shall not be entitled to any
     interest whatever on the Security Deposit. Landlord shall have the right to
     commingle the Security Deposit with its other funds. Landlord may use the
     whole or any part of the Security Deposit for the payment of any amount as
     to which Tenant is in default hereunder or to compensate Landlord for any
     loss or damage it may suffer by reason of Tenant's default under this
     Lease. If Landlord uses all or any portion of the Security Deposit as
     herein provided, within five (5) days after written demand therefor, Tenant
     shall pay Landlord cash in amount equal to that portion of the Security
     Deposit used by Landlord. If Tenant shall comply fully and faithfully with
     all of the provisions of this Lease, the Security Deposit shall be returned
     to Tenant after the Expiration Date and surrender of the Premises to
     Landlord.

          (b)  Letter of Credit.  On or before February 11, 2000, Tenant shall
     deposit with Landlord and shall maintain at all times on deposit with
     Landlord and keep whole and unencumbered an irrevocable, assignable,
     non-documentary standby letter of credit in form, and issued by, a
     financial institution acceptable to Landlord in the amount of One Hundred
     Fifty Thousand Dollars ($150,000.00) (subject to reduction as provided
     below), as security for the faithful performance by Tenant of every term
     and condition of this Lease, it being expressly understood and agreed that
     Tenant may not direct Landlord to apply said security in payment of rent
     for any month during the lease term. If there shall be a breach or default
     by Tenant in respect of any term or condition of this Lease, and such
     breach or default is not cured within the applicable cure period, if any,
     Landlord may draw upon all or any part of the letter of credit to perform
     the same for the account of Tenant, or for any damages, whether such
     damages or default accrue before or after summary proceedings or re-entry
     by Landlord. Landlord shall not be required so to use, apply or retain the
     whole or any part of said security nor shall the provisions herein
     contained limit the rights and remedies of Landlord under this Lease. If
     Tenant shall fully and faithfully comply with all of the provisions of this
     Lease, then, upon the termination or expiration of this Lease by lapse of
     time or otherwise and Tenant's surrender of the Premises in the condition
     required under this Lease, said security or any balance thereof remaining,
     shall be returned to Tenant within 30 days after such termination or
     expiration and surrender, as applicable. In the event of any sale, transfer
     or assignment of Landlord's interest under this Lease, Landlord may
     transfer or assign said security to the transferee, and Landlord thereupon
     shall be released from all liability with respect to said security. Without
     affecting the non-documentary status of the letter


                                       19
<PAGE>   23


     of credit and without involving the issuer of the letter of credit in any
     matters affecting this Lease, Landlord shall not present a draft under the
     letter of credit for payment unless (1) a default exists on the part of
     Tenant beyond any applicable notice and cure period or (2) the letter is
     scheduled to expire before the time specified above for the return of the
     security to Tenant, and at least 20 days before the expiration of the
     letter of credit a renewal letter of credit shall not have been delivered
     to Landlord. Tenant agrees to keep renewing the letter of credit until the
     time specified above for the return of the security to Tenant, without any
     need on the part of Landlord to give Tenant any notice that it is in
     default in supplying that renewal, any provision of this Lease as to notice
     of default to Tenant to the contrary notwithstanding. The employment of a
     letter of credit is an accommodation to Tenant and the object of this
     Section is to preserve Landlord's rights to deal with the security as if it
     were cash. Without limiting the foregoing, the issuer of the letter of
     credit has no interest in, or concern with, this Lease or the performance
     under it by either party. The issuer's sole obligation is to honor a sight
     draft timely drawn and presented. Provided Tenant shall not then be in
     default of any material term or condition of this Lease nor shall any event
     have occurred that with the giving of notice and/or the passage of time
     would constitute such a default, Tenant shall be entitled to reduce the
     amount of the letter of credit to the amount of $125,000 at the beginning
     of the third lease year. Provided Tenant shall not then be in default of
     any material term or condition of this Lease nor shall any event have
     occurred that with the giving of notice and/or the passage of time would
     constitute such a default, Tenant's obligation to maintain a letter of
     credit shall terminate at the beginning of the fourth lease year.

     29.  CONSTRUCTION OF BASE BUILDING. Landlord will diligently proceed to
cause the construction of the Base Building and will complete the same in a good
and workmanlike manner and in compliance with all applicable laws, regulations,
rules and requirements of governmental authorities having jurisdiction, as
applied, enforced and interpreted as of the date of issuance of the building
permit for the Base Building including, but not limited to, all requirements of
Title III of the ADA as applicable to commercial facilities (collectively, the
"APPLICABLE LAWS")

     30.  COMMENCEMENT DATE. The "TARGET COMMENCEMENT DATE" is June 1, 2000. The
"COMMENCEMENT DATE" of this Lease will be the date on which: (i) the Landlord
certifies to Tenant that the Base Building is substantially complete; and (ii)
Landlord certifies to Tenant that the "Tenant Improvements" (as hereinafter
defined) are substantially complete; and (iii) the City has issued a certificate
of occupancy for the Premises; provided that if the Commencement Date is
delayed by reason of delays caused by the Tenant (a "TENANT DELAY"), including,
but not limited to, the failure of Tenant to timely deliver construction
drawings to Landlord for the Tenant Improvements, then the Commencement Date
will be deemed to occur on the Target Commencement Date. The Term will commence
on the Commencement Date. The "RENT COMMENCEMENT DATE" will be the date which is
thirty (30) days after the Commencement Date. Tenant's obligation to pay Minimum
Annual Rent and Annual Real Estate Taxes and Operating Expenses will commence on
the Rent Commencement Date. Upon request, the Tenant will execute a memorandum
confirming the Commencement Date in the form of attached EXHIBIT "B".


                                       20

<PAGE>   24


     If the Commencement Date has not occurred by June 1, 2000, as that date is
adjusted by reason of "Excused Delay" as defined below, then Landlord shall
provide a credit against Minimum Annual Rent first coming due hereunder in an
amount equal to $44,271.00 (being one month's Base Rent and Additional Rent
payable by Tenant to its current landlord). If the Commencement Date has not
occurred by July 1, 2000, as that date is adjusted by reason of Excused Delay,
then Landlord shall provide a credit against Minimum Annual Rent first coming
due hereunder in an amount equal to an additional $44,271.00. If the
Commencement Date has not occurred by August 1, 2000, as that date is adjusted
by reason of Excused Delay, then Landlord shall provide a credit against Minimum
Annual Rent first coming due hereunder in an amount equal to an additional
$44,271.00, for a maximum rent credit by reason of the foregoing three sentences
of $132,813.00. Tenant shall use its best efforts to negotiate a per day
holdover at the current Rent. The Landlord will pay the actual amount paid by
Tenant to its current landlord, not to exceed the maximum rent credit described
above. The rent credit described in this paragraph has been agreed upon as
liquidated damages by reason of Landlord's failure to deliver the Premises by
the Target Commencement Date, and Landlord will have no obligation to pay other
damages, direct, indirect, special or consequential by reason of this Lease.

     If the Commencement Date has not occurred by September 1, 2000, as that
date is extended for Excused Delay, then either party may terminate this Lease
by giving written notice of termination to the other, provided, however, that
Tenant shall not have a right to terminate this Lease to the extent the delay
in achieving the Commencement Date is due to a Tenant Delay.

     If the Commencement Date has not occurred by October 1, 2000, as that date
is extended for Tenant Delay (but not for other Excused Delays) (the
"Completion Deadline"), then either party may terminate this Lease by giving
written notice of termination to the other, provided, however, that Tenant
shall not have a right to terminate this Lease to the extent the delay in
achieving the Commencement Date is due to a Tenant Delay. In the event that a
casualty occurs prior to the Commencement Date, and if, because of the casualty
Landlord, in Landlord's reasonable judgement, will not be able to cause the
Premises to be substantially completed and the Commencement Date to occur on or
before the Completion Deadline, then Landlord shall so notice Tenant and either
Landlord or Tenant shall have the right to terminate this Lease by giving
written notice to the other within 10 days following Landlord's notice; if
neither party so elects to so terminate this Lease, then Landlord will proceed
with the construction and the Completion Deadline shall be extended by the
delay resulting from the casualty.

     As used herein, "EXCUSED DELAY" means casualties, acts of God, labor
unrest, shortages of material which could not reasonably be foreseen by
Landlord as of the date Landlord executed this Lease, Tenant Delays, or other
reasons beyond the control of Landlord.

     31.  EARLY ACCESS. For the period between the Commencement Date and the
Rent Commencement Date, the Tenant will be given access to the Premises,
without the obligation to pay rent therefor, for the purpose of installing
Tenant's furniture, fixtures and equipment and for any other proper purpose
permitted under this Lease, including occupancy. During such period of early
access, Tenant will be bound by all of the terms of this Lease Agreement, other
than the obligation to pay rent. Tenant will pay the costs of all utilities and
janitorial services furnished to the Premises during such period of early
access. Prior to the Commencement Date, at Tenant's


                                       21
<PAGE>   25


request, Tenant shall be afforded access to the Premises during the period of
the construction by Landlord of the Tenant Improvements for the limited purpose
of installing communications and data cables, provided that such access is
scheduled through Landlord and such work is coordinated with Landlord's general
contractor so as not to interfere with or delay Landlord's completion of the
Base Building or the Tenant Improvements.

     32.  TENANT IMPROVEMENTS. Tenant will provide its construction plans for
the "TENANT IMPROVEMENTS" to Landlord for approval. Landlord will approve the
construction plans, provided that they are consistent with the attached Space
Plans (Exhibit "D"). The Target Commencement Date is premised upon approved
plans on or before February 4, 2000 (with Tenant having the right to make minor
modifications through February 29, 2000). Any delay beyond that date in
approval of the final plans (other than delay which is the fault of Landlord)
will constitute a Tenant Delay. Once those plans are approved by Landlord and
Tenant (which approval will be evidenced by final plans signed by Landlord and
Tenant), Landlord will enter into a construction contract for the construction
of the Tenant Improvements and Landlord will cause the same to be completed in
a good and workmanlike manner. Landlord agrees to complete the construction of
the Tenant Improvements at Tenant's sole expense equal to the aggregate of all
costs, expenses and fees incurred by or on behalf of Landlord in connection
therewith (the "Tenant's Cost"), including without limitation (i)
architectural, engineering and design costs, (ii) the cost charged to Landlord
by Landlord's general contractor and all subcontractors for performing such
construction, and (iii) the cost to Landlord of performing directly any portion
of such construction. Landlord agrees to credit Tenant with an allowance equal
to the lesser of the Tenant's Costs or Eight Hundred Twenty-One Thousand Nine
Hundred and Sixty-Seven and 00/100ths Dollars ($821,967.00) (based on $25.50
per square foot of office space included in the Premises) (the "Tenant
Allowance"). Tenant agrees to pay to Landlord, within ten (10) days of being
billed therefor, the excess (if any) of the Tenant's Cost above the Tenant
Allowance. If the Tenant Allowance is less than $821,967.00, the Minimum Annual
Rent payable with respect to each lease year during the initial Term will be
decreased by an amount equal to (i) $821,967.00 minus the actual Tenant
Allowance, multiplied by (ii) .1586. For example, if the total Tenant Allowance
is $811,967.00, the Minimum Annual Rent payable in each lease year of the
initial Term shall be decreased by $1,586 ($10,000 times .1586). The warehouse
shall have strip lighting and unit heaters as part of the Base Building
improvements, and the cost thereof shall not be charged against the Tenant
Allowance.

     33.  ACCEPTANCE OF PREMISES. Within seven (7) days of the date of the
substantial completion of the Tenant Improvements, Landlord and Tenant shall
jointly inspect the Premises and agree in writing on a final punch list of work
that is unfinished or defective. Tenant's occupancy of the Premises shall
constitute Tenant's acceptance of the Base Building and the Tenant
Improvements, subject only to the final punch list items and excepting latent
defects. Landlord shall cause Landlord's general contractor to complete all
items on the final punch list within sixty (60) days, subject only to delays
outside of Landlord's reasonable control.

     34.  EXTENSION OPTION. Provided that there exists no event of default by
Tenant under this Lease beyond any applicable notice and cure period at the
time of exercise and at the time each extension term is to commence, Tenant
shall have the right and option to extend the Term of this Lease for two (2)
additional consecutive extension terms of five (5) years each.


                                       22
<PAGE>   26


Each option must be exercised, if at all, by giving Landlord prior written
notice, at least 9 MONTHS in advance (the "Exercise Deadline") of the
expiration date of the then current lease Term, of Tenant's election to extend
the lease Term; it being agreed that time is of the essence and that this
option is personal to Tenant and is non-transferable to any assignee or
sublessee (regardless of whether any such assignment or sublease was made with
or without Landlord's consent) or other party. Each extension Term shall be
under the same terms and conditions as provided in the Lease except as follows:

          (a)  there shall be no further options to extend the term beyond the
     second extension term;

          (b)  Tenant shall accept the Premises in their "as is" condition,
     without any obligation on the part of Landlord to provide any tenant
     improvements or tenant improvement allowance; and

          (c)  the Minimum Annual Rent for the extension term shall be
     negotiated between Landlord and Tenant as follows:

          If Tenant wishes to preserve its rights to exercise its extension
     option, Tenant must give Landlord, not less than 12 MONTHS in advance of
     the expiration date of the then current lease Term, a written request for
     Landlord's determination of the then "Fair Market Minimum Annual Rent" (as
     defined below) for such extension term, time being of the essence. Landlord
     shall provide Tenant written notice of Landlord's good faith determination
     of the Fair Market Minimum Annual Rent not more than 30 days following
     receipt of Tenant's timely request, provided, however, in no event shall
     the Fair Market Minimum Annual Rent be less than the scheduled Minimum
     Annual Rent payable for the last lease year of the then current Term. If
     Tenant disputes Landlord's determination and wishes to negotiate the Fair
     Market Minimum Annual Rent, Tenant shall so notice Landlord. Tenant shall
     have until the Exercise Deadline which to reach a written agreement with
     Landlord regarding the Fair Market Minimum Annual Rent for the applicable
     extension term. If Tenant timely exercises its option absent such written
     agreement with Landlord, the Fair Market Minimum Annual Rent shall be that
     stipulated in Landlord's original determination notice. If Tenant timely
     exercises its option after reaching express written agreement with Landlord
     as to Fair Market Minimum Annual Rent and any other terms or conditions
     applicable to the option term, the Fair Market Minimum Annual Rent and the
     other terms and conditions for the applicable extension term shall be as
     stated in such agreement. If Tenant fails to timely exercise its extension
     option, such option shall be deemed void and of no force or effect.

          For purposes of this Lease, "Fair Market Minimum Annual Rent" means
     the annual base rent that the Landlord would receive as of the commencement
     date of the extension term in question if Landlord were to lease the space
     in question pursuant to the terms of this Lease (except to the extent that
     this lease is inconsistent with the assumptions and requirements set forth
     below) to a tenant with a credit standing comparable to that of Tenant; for
     a term equal to the period in question; with a commencement date of the
     date in question. In determining the "Fair Market Minimum


                                       23
<PAGE>   27


     Annual Rent", current marketplace conditions in the area of the city where
     the Building is located for comparable transactions shall be considered,
     including without limitation, tenant inducements, if and to the extent then
     a part of market conditions, such as, but not limited to, buildout
     allowances or work, free rent, financial inducements and credits for moving
     expenses. The Fair Market Minimum Annual Rent shall be reduced to account
     for the value of such inducements (unless such inducements are offered to
     Tenant), and following such reduction, Landlord shall have no obligation to
     make such payments in cash. For purposes of the determination of Fair
     Market Minimum Annual 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.

Upon the timely exercise of an extension option, at the request of either
party the parties hereto will enter into an appropriate amendment to the Lease
incorporating the terms of the Lease extension.

     35.  RIGHT OF FIRST OFFER. In the event any space in the Building adjacent
to the Premises ("Offer Space") is available for lease at any time during the
Term of this Lease, and provided Tenant is then leasing and occupying at least
one-half (1/2) of the total rental space in the Building, Landlord shall give
Tenant written notice of the availability of such Offer Space and of Landlord's
good faith determination of the Fair Market Minimum Annual Rent for such Offer
Space (Landlord also agrees to provide Tenant such concessions as are then
generally being offered by institutional landlords on comparable space in the
southwest suburban Minneapolis market, the Fair Market Minimum Annual Rent shall
be appropriately adjusted to reflect such concessions, including any leasehold
improvements or leasehold improvements allowance, and Landlord's notice of the
Fair Market Minimum Annual Rent and shall also detail the market concessions
included in Landlord's offer), and Tenant shall have the right, at its option,
to lease such Offer Space provided (a) Tenant delivers to Landlord written
notice exercising its right to lease such Offer Space within 10 days of receipt
of Landlord's notice of availability of such Offer Space, and (b) Tenant is not
in default in any material respect under this Lease at the time Tenant exercises
its right to lease such Offer Space and at the time Tenant is to take possession
of such Offer Space. If Tenant fails to exercise timely its right to lease such
Offer Space with respect to a particular notice of availability given by
Landlord, Tenant will have no further right to lease such Offer Space, and this
right of first offer shall terminate with respect to such Offer Space. If Tenant
elects to exercise its right to lease such Offer Space, the terms, conditions
and covenants applicable to such Offer Space shall be as set forth in this
Lease, except that the Minimum Annual Rent regarding such space shall be at the
rate stated in the offer notice, and the Offer Space shall be delivered to
Tenant in an "as is" condition (subject, however, to any leasehold improvements
or leasehold improvements or leasehold improvement allowance specified in
Landlord's notice). The commencement date for the lease covering such space
shall be the date following the exercise of such option on which such space is
first made available to Tenant. If Tenant exercises its right to lease such
space, Landlord and Tenant shall execute and deliver appropriate amendment to
this Lease regarding the lease of such space. The rights provided Tenant in this
Section shall be subject to any prior rights of any existing tenant of the
Building. The foregoing notwithstanding, Tenant shall have no right to lease any
Offer Space unless at least two (2) full years remain in the Term hereof or
unless Tenant has the right to extend the Term and does so in


                                       24
<PAGE>   28


connection with its lease of the Offer Space. The rights provided Tenant in
this Section shall not apply to the initial leasing of adjacent space following
the construction of the Building.

     36.  PARKING. Landlord shall provide, and Tenant shall be entitled to the
use of, not less than 5 unreserved parking spaces for each 1,000 rentable
square feet of the office space included in the Premises. Except as provided
below, such parking shall be nonexclusive, undesignated and unreserved parking
provided as part of the Building's common area parking facilities. Tenant may,
however, include within its allocated 5 parking spaces per 1,000 rentable
square feet of office space, up to 15 exclusive reserved visitor spaces which
shall be located in the area identified on attached EXHIBIT "G". The reserved
visitor parking shall be bounded by one sign on each end indicating that the
spaces between the signs are reserved for Tenant's visitors. Such signage shall
conform to Landlord's sign criteria and shall be paid for by Tenant. Tenant
shall be solely responsible for policing and enforcing the parking
restrictions applicable to Tenant's reserved spaces.

     37.  U.S. WEST CREDITS. If Tenant elects to use U.S. West or any of its
preferred vendors as Tenant's provider of telecommunications services or any
ancillary products or services at the Premises, Landlord shall transfer to
Tenant credits that have been credited by U.S. West to Landlord applicable to
certain U.S. West or preferred vendor services, in the amount of $60,000 of
credits.

     38.  CLOSING CONTINGENCY. Pursuant to that certain Purchase Agreement (the
"Purchase Agreement") by and between Nesbitt L.L.C., as Seller, and Landlord,
as Buyer, dated October 13, 1999, a copy of which (with financial terms
excised) has been provided to Tenant, Landlord has the right and obligation to
purchase the Property upon the substantial completion of the Building by
Landlord's seller, Nesbitt L.L.C. This Lease, and Landlord's obligation
hereunder, is contingent upon Landlord closing on its acquisition of the
Property. Landlord covenants and agrees that it will perform its obligations as
buyer under the Purchase Agreement, and that Landlord will close on its
acquisition of the Property, provided that Nesbitt L.L.C. performs its
obligations under the Purchase Agreement. In connection with the foregoing
contingency, Landlord represents that (i) Landlord has completed its due
diligence with respect to the Property, and, absent any material adverse change
with regard to the Property between the date hereof and Closing, the only
contingency to Landlord's obligation to close on the acquisition of the
Property is that Nesbitt L.L.C. cause the Improvements (as defined in the
Purchase Agreement) to be Substantially Completed (as defined in the Purchase
Agreement) in accordance with the provisions of the Purchase Agreement, and
(ii) Landlord is not currently aware of any events or circumstances that are
likely to prevent the substantial completion of the Base Building or the
substantial completion of the Tenant Improvements on or before the Target
Commencement Date of June 1, 2000. Moreover, Landlord understands that Tenant
has requested a letter from Nesbitt, L.L.C. whereby Nesbitt, L.L.C. would agree
to assume this Lease and Landlord's obligations hereunder in the event that
Landlord fails to acquire the Property from Nesbitt, L.L.C. Landlord agrees to
cooperate with Tenant in all reasonable respects to obtain such a letter,
provided, however, that such cooperation shall not require Landlord to pay any
out-of-pocket fee, reimbursement or consideration to Nesbitt L.L.C. in
connection therewith, or incur or assume any liabilities or obligations to
Nesbitt, L.L.C. or Tenant, respectively, beyond the liabilities and obligations
expressly set forth in the Purchase Agreement and this


                                       25
<PAGE>   29


Lease, respectively. Landlord agrees that if Landlord becomes aware of any fact
or circumstance that would be likely to cause the substantial completion of the
Base Building or the Tenant Improvements to be delayed past the Target
Commencement Date of June 1, 2000, Landlord shall promptly give Tenant written
notice thereof so that Tenant can make appropriate arrangements to hold over in
its current premises.








                                       26


<PAGE>   30


     IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be
legally bound, Landlord and Tenant have executed this lease.



                                        LANDLORD:

Dated:      6/8/2000                    LIBERTY PROPERTY LIMITED
      ------------------------          PARTNERSHIP

                                        BY: LIBERTY PROPERTY TRUST,
                                        ITS GENERAL PARTNER

                                        By: /s/ Robert L. Kiel
                                           -------------------------------------
                                         Its: Senior Vice President
                                              Regional Director
                                             -----------------------------------

                                        TENANT:

Dated:     2/4/2000                     THE ROACH ORGANIZATION INC.,
      ------------------------          D/B/A/ TRO LEARNING, A DELAWARE
                                        CORPORATION

                                        By: /s/ John Murray
                                           -------------------------------------
                                         Its: President
                                             -----------------------------------



                                       27
</TEXT>
</DOCUMENT>
