LAMAUR CORP
LEASE AGREEMENT BETWEEN TIRO INC. & LAMAUR
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>LEASE AGREEMENT BETWEEN TIRO INC. & LAMAUR
<TEXT>

<PAGE>

                                                                   Exhibit 10.15

                                 LEASE AGREEMENT

                                     between

                              TIRO INDUSTRIES, INC.
                                   (Landlord)

                                       and

                             THE LAMAUR CORPORATION
                                    (Tenant)

                        5601 East River Road, Fridley, MN
                               (Premises Address)
<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                 LEASE AGREEMENT
                                 ---------------

Article           Title                                                   Page
-------           -----                                                   ----

1 - DEFINITIONS.............................................................1
2 - PREMISES................................................................2
3 - TERM....................................................................2
4 - RENTAL..................................................................2
5 - SECURITY DEPOSIT........................................................3
6 - USE OF PREMISES.........................................................3
7 - UTILITIES AND SERVICES..................................................3
8 - MAINTENANCE AND REPAIRS.................................................4
9 - ALTERATIONS, ADDITIONS AND IMPROVEMENTS.................................5
10 - INDEMNIFICATION AND INSURANCE..........................................6
11 - DAMAGE OR DESTRUCTION..................................................8
12 - CONDEMNATION...........................................................9
13 - RELOCATION.............................................................9
14 - ASSIGNMENT AND SUBLETTING..............................................9
15 - DEFAULT AND REMEDY....................................................10
16 - ATTORNEYS' FEES; COSTS OF SUIT........................................13
17 - SUBORDINATION AND ATTORNMENT..........................................14
18 - QUIET ENJOYMENT.......................................................15
19 - PARKING...............................................................15
20 - RULES AND REGULATIONS.................................................15
21 - ESTOPPEL CERTIFICATES.................................................15
22 - ENTRY BY LANDLORD.....................................................16
23 - LANDLORD'S LEASE UNDERTAKINGS - EXCULPATION FROM PERSONAL
      LIABILITY; TRANSFER OF LANDLORD'S INTEREST...........................17
24 - HOLDOVER TENANCY......................................................17
25 - NOTICES...............................................................17
26 - BROKERS...............................................................18
27 - MISCELLANEOUS.........................................................18
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------

         THIS LEASE ("Lease"), dated ______________________ , 1999, is made and
entered into by and between Tiro Industries, Inc., a Minnesota corporation
("Landlord") and The Lamaur Corporation, a Delaware corporation ("Tenant"), upon
the following terms and conditions:

                             ARTICLE 1 - DEFINITIONS
                             -----------------------

         Unless the context otherwise specifies or requires, the following terms
shall have the meanings specified herein:

         1.01. Building. The term "Building" shall mean that certain building
located at 5601 East River Road, Fridley, Minnesota, together with all related
site land, improvements, parking facilities, common areas, driveways, sidewalks
and landscaping.

         1.02. Premises. The term "Premises" shall mean those areas of the
Building and those facilities located in the Building which are described on
Exhibit A.

         1.03. Rentable Area of the Premises. The rentable area of the Premises
is set forth on Exhibit A hereto.

         1.04. Lease Term. The terms "Lease Term" and "Term" shall mean the two
(2) year period from the Commencement Date to the Expiration Date, as such terms
are hereinafter defined, unless sooner terminated or extended as otherwise
provided in this Lease.

         1.05. Commencement Date. The term "Commencement Date" shall mean the
date of this Lease.

         1.06. Expiration Date. The term "Expiration Date" shall mean the date
which is two (2) years after the Commencement Date.

         1.07. Rent. The Premises are being leased to Tenant at an annual gross
rental of $81,480.00, payable in equal monthly installments of $6,790.00.

         1.08. Tenant's Percentage Share. (Deleted.)

         1.09. Security Deposit. (Deleted.)

         1.10. Tenant's Permitted Use. The term "Tenant's Permitted Use" shall
mean office, laboratory and warehouse uses for the operation of Tenant's current
business and the storage of Tenant's materials and products used in that
business, and no other use, all as further limited and described on Exhibit A
hereto.

         1.11. Landlord's Address For Notices. The term "Landlord's Address for
Notices" shall mean Tiro Industries, Inc., 5601 East River Road, Fridley,
Minnesota 55432-6198, Attn:

                                       1
<PAGE>

President, with a copy to Tiro Industries, Inc., 2700 East 28th Street,
Minneapolis, Minnesota 55406, Attn: President.

         1.12. Tenant's Address For Notices. The term "Tenant's Address for
Notices" shall mean the Premises.

         1.13. Brokers. There are no brokers involved in this transaction.

         1.14. Guarantors. (Deleted.)

         1.15. State. The term "State" means the State of Minnesota.

                              ARTICLE 2 - PREMISES
                              --------------------

         2.01. Lease of Premises. Landlord hereby leases the Premises to Tenant,
and Tenant hereby leases the Premises from Landlord, upon all of the terms,
covenants and conditions contained in this Lease. On the Commencement Date,
Landlord shall deliver the Premises to Tenant AS IS, WITH ALL FAULTS, and
without any obligation on the part of Landlord to make any repairs or
improvements thereto, it being acknowledged that Tenant has been, and now is, in
occupancy of the Premises, and is familiar with the condition and state of
repair thereof.

         2.02. Acceptance of Premises. Tenant acknowledges that Landlord has not
made any representation or warranty with respect to the suitability or fitness
of either the Premises or the Building for the conduct of Tenant's Permitted Use
or for any other purpose.

                                ARTICLE 3 - TERM
                                ----------------

         3.01. Term. Except as otherwise provided in this Lease, the Lease Term
shall be for the period described in Section 1.04 of this Lease.

                               ARTICLE 4 - RENTAL
                               ------------------

         4.01. Rental. As rental for the Premises, Tenant agrees to pay Landlord
the rental specified in Section 1.07 of this Lease.

         4.02. Additional Rental. For purposes of this Lease, all amounts
payable by Tenant to Landlord pursuant to this Lease, whether or not denominated
as such, shall constitute additional rental hereunder. Such additional rental,
together with the rental specified in Section 1.07 of this Lease, shall
sometimes be referred to in this Lease as "Rent".

         4.03. Payment. Concurrently with the execution hereof, Tenant shall pay
Landlord Rent for the first month of the Lease Term. (Monthly Rent shall be in
the amount set forth in Section 1.07 hereof.) Thereafter, Rent, as so
calculated, shall be payable in advance on the same day of each calendar month
during the Lease Term. All Rent, and all other amounts payable to Landlord by
Tenant pursuant to the provisions of this Lease, shall be paid to Landlord,
without notice, demand, abatement, deduction or offset, in lawful money of the
United States, at such place as

                                       2
<PAGE>

Landlord may designate from time to time by written notice given to Tenant. No
payment by Tenant or receipt by Landlord of a lesser amount than the correct
Rent due hereunder shall be deemed to be other than a payment on account; nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment be deemed to effect or evidence an accord and satisfaction; and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance or pursue any other remedy in this Lease or at law or in
equity provided.

                          ARTICLE 5 - SECURITY DEPOSIT
                          ----------------------------

         5.01. Security Deposit. (Deleted.)

                           ARTICLE 6 - USE OF PREMISES
                           ---------------------------

         6.01. Tenant's Permitted Use. Tenant shall use the Premises only for
Tenant's Permitted Use as set forth in Section 1.10 above and shall not use or
permit the Premises to be used for any other purpose without the prior written
consent of Landlord. Tenant shall, at its sole cost and expense, obtain all
governmental licenses and permits required to allow Tenant to conduct Tenant's
Permitted Use. Landlord disclaims any warranty that the Premises or Building are
suitable for Tenant's use, and Tenant acknowledges that it has had a full
opportunity to make its own determination in this regard.

         6.02. Compliance With Laws and Other Requirements.

                  (A) With respect to Tenant's unique or particular use of the
         Premises, as distinguished from general office or warehouse uses,
         Tenant shall cause the Premises to comply in all material respects with
         (i) all laws, ordinances, regulations and directives of any
         governmental authority having jurisdiction, including without
         limitation any certificate of occupancy, and (ii) any law, ordinance,
         regulation, covenant, condition or restriction affecting the Building
         or the Premises which in the future may become applicable to the
         Premises (collectively "Applicable Laws").

                  (B) Tenant shall not use the Premises, or permit the Premises
         to be used, in any manner which: (a) violates any Applicable Law; (b)
         causes or is reasonably likely to cause damage to the Building or the
         Premises; (c) violates a requirement or condition of any fire and
         extended insurance policy covering the Building and/or the Premises, or
         increases the cost of such policy; (d) constitutes or is reasonably
         likely to constitute a nuisance, annoyance or inconvenience to other
         tenants or occupants of the Building or its equipment, facilities or
         systems; or (e) interferes with, or is reasonably likely to interfere
         with, the transmission or reception of microwave, television, radio,
         telephone or other communication signals by antennae or other
         facilities located in or on the Building.

                       ARTICLE 7 - UTILITIES AND SERVICES
                       ----------------------------------

         7.01. Services. Normal utility service connections into the Premises
have been provided. To the extent the same are not already in place, Tenant, at
its sole expense, shall

                                       3
<PAGE>

arrange with the appropriate utility company to install all necessary
connections thereto, and shall maintain in continuous operation during the
entire Term of the Lease, all such utility service, whether or not Tenant is in
actual possession of the Premises. Landlord shall furnish, at its expense, all
utilities and other services to the Premises, with the exception of telephone
and telecommunication charges which shall be paid by Tenant directly to the
provider or providers thereof. Landlord reserves the right during the Terms of
this Lease to grant easements for public utility purposes on, over, or below the
Premises without any abatement in rent, provided that said easements do not
unreasonably interfere with the normal operation of the business conducted by
Tenant in the Premises. Tenant shall also arrange for and pay for all telephone
service and equipment, including any additions or alterations to the existing
telephone service boards and conduit, which shall be completed without
interference to the service and/or equipment of other occupants in the Building,
and which shall be appropriately labeled upon the termination of this Lease.

         7.02. Interruption of Services. Landlord shall not be liable for any
failure to furnish, stoppage of, or interruption in furnishing any of the
services or utilities furnished to the Premises, when such failure is caused by
accident, breakage, repairs, strikes, lockouts, labor disputes, labor
disturbances, governmental regulation, civil disturbances, acts of war,
moratorium or other governmental action, or any other cause beyond Landlord's
reasonable control, and, in such event, Tenant shall not be entitled to any
damages nor shall any failure or interruption abate or suspend Tenant's
obligation to pay Rent required under this Lease or constitute or be construed
as a constructive or other eviction of Tenant. Further, in the event any
governmental authority or public utility promulgates or revises any law,
ordinance, rule or regulation, or issues mandatory controls or voluntary
controls relating to the use or conservation of energy, water, gas, light or
electricity, the reduction of automobile or other emissions, or the provision of
any other utility or service, Landlord may take any reasonably appropriate
action to comply with such law, ordinance, rule, regulation, mandatory control
or voluntary guideline without affecting Tenant's obligations hereunder. Tenant
recognizes that any security services provided by Landlord at the Building are
for the protection of Landlord's property and under no circumstances shall
Landlord be responsible for, and Tenant waives any rights with respect to,
providing security or other protection for Tenant or its employees, invitees or
property in or about the Premises or the Building.

                       ARTICLE 8 - MAINTENANCE AND REPAIRS
                       -----------------------------------

         8.01. Landlord's Obligations. During the Lease Term, Landlord shall
maintain the Premises in good repair and condition, except for reasonable wear
and tear. If Tenant determines that any such repair or maintenance by Landlord
is required, Tenant shall promptly give written notice to Landlord of the need
for such repair or maintenance and unless Landlord in good faith disagrees with
such determination by Tenant, Landlord shall proceed with reasonable promptness
to perform such maintenance. Landlord shall not be liable to Tenant for any
damage or inconvenience associated with any such maintenance.

         8.02. Tenant's Obligations. During the Lease Term, Tenant shall take
good care of its property and fixtures located in the Premises, and suffer no
waste to the Premises. Tenant shall be responsible for, and upon demand by
Landlord shall promptly reimburse Landlord for, any

                                       4
<PAGE>

damage to any portion of the Building or the Premises caused by (a) Tenant's
activities in the Building or the Premises; (b) the performance or existence of
any alterations, additions or improvements made by Tenant in or to the Premises;
(c) the installation, use, operation or movement of Tenant's property in or
about the Building or the Premises; or (d) any act or omission by Tenant or its
officers, partners, employees, agents, contractors or invitees.

         8.03. Tenant shall, at its own cost and expense, repair or replace any
damage or injury to all or any part of the Premises and Building, caused by
Tenant or Tenant's agents, employees, invitees, licensees or visitors; provided,
however, if Tenant fails to make such repairs or replacements promptly, Landlord
may, at its option, make such repairs or replacements and Tenant shall reimburse
the cost, plus a ten percent (10%) overhead charge therefor, to Landlord within
ten (10) days of the date of an invoice therefor front Landlord to Tenant.

         8.04. Tenant shall not commit or allow any waste or damage to be
committed on any portion of the Premises, and at the termination of this Lease,
by lapse of time or otherwise, Tenant shall deliver the Premises to Landlord,
broom clean with all debris removed, in as good condition as at the date of
first possession of Tenant, ordinary wear and tear excepted. Tenant understands
that "ordinary wear and tear" does not mean Tenant shall be relieved of
performing its obligations under this Lease relating to maintenance and repairs
as provided for in the Lease. The cost and expense of any repairs necessary to
restore the condition of the Premises shall be borne by Tenant, and if Landlord
undertakes to restore the Premises, it shall have a right of reimbursement
against Tenant.

         8.05. Landlord's Rights. Landlord and its contractors shall have the
right, at all reasonable times, to enter upon the Premises to make any repairs
to the Premises or the Building reasonably required or deemed reasonably
necessary by Landlord and to erect such equipment, including scaffolding, as is
reasonably necessary to effect such repairs. During the pendency of such
repairs, Landlord shall use reasonable efforts to minimize any material
interruption of Tenant's business; provided, that if such repairs by Landlord
are required to remedy an emergency situation or to cure a breach or default by
Tenant under this Lease, Landlord shall not be obligated to minimize such
interference.

               ARTICLE 9 - ALTERATIONS, ADDITIONS AND IMPROVEMENTS
               ---------------------------------------------------

         9.01. Landlord's Consent; Conditions. Tenant shall not make or permit
to be made any alterations, additions, or improvements in or to the Premises
("Alterations") without the prior written consent of Landlord, which Landlord
may withhold in Landlord's sole and absolute discretion. Should Landlord consent
to Alterations by Tenant, Landlord may impose as a condition to such consent
such requirements as Landlord in its sole discretion deems necessary or
desirable.

         9.02. Performance of Alterations Work. All work relating to permitted
Alterations shall be performed in compliance with the plans and specifications
approved by Landlord, all applicable laws, ordinances, rules, regulations and
directives of all governmental authorities having jurisdiction and the
requirements of all carriers of insurance on the Premises and the Building, the
Board of Underwriters, Fire Rating Bureau, or similar organization. All work
shall

                                       5
<PAGE>

be performed in a diligent, first class manner and so as not to unreasonably
interfere with any other tenants or occupants of the Building. All costs
incurred by Landlord relating to the Alterations shall be payable to Landlord by
Tenant as additional rent upon demand.

         9.03. Liens. Tenant shall pay when due all costs for work performed and
materials supplied to the Premises. Tenant shall keep Landlord, the Premises and
the Building free from all liens, stop notices and violation notices relating to
the Alterations or any other work performed for, materials furnished to or
obligations incurred by Tenant and Tenant shall protect, indemnify, hold
harmless and defend Landlord, the Premises and the Building of and from any and
all loss, cost, damage, liability and expense, including attorneys' fees,
arising out of or related to any such liens or notices. If Tenant fails to pay
and remove such lien, claim or encumbrance within such ten (10) days, Landlord,
at its election, may pay and satisfy the same and in such event the sums so paid
by Landlord, with interest from the date of payment at the rate set forth in
Section 15.04 hereof for amounts owed Landlord by Tenant shall be deemed to be
additional rent due and payable by Tenant at once without notice or demand.

         9.04. Lease Termination. Except as provided in this Section 9.04, upon
expiration or earlier termination of this Lease, Tenant shall surrender the
Premises to Landlord in the same condition as when received, subject to
reasonable wear and tear. All .Alterations shall become a part of the Premises
and shall become the property of Landlord upon the expiration or earlier
termination of this Lease, unless Landlord shall, by written notice given to
Tenant, require Tenant to remove some or all of Tenant's Alterations, in which
event Tenant shall promptly remove the designated Alterations and shall promptly
repair any resulting damage, all at Tenant's sole expense. All business and
trade fixtures, machinery and equipment, furniture, movable partitions and items
of personal property owned by Tenant or installed by Tenant at its expense in
the Premises shall be and remain the property of Tenant subject to Landlord's
right of first refusal with respect thereto in the event Tenant decides to sell
any of such property; upon the expiration or earlier termination of this Lease,
Tenant shall, at its sole expense, remove all such items and repair any damage
to the Premises or the Building caused by such removal. If Tenant fails to
remove any such items or repair such damage promptly after the expiration or
earlier termination of the Lease, Landlord may, but need not, do so with no
liability to Tenant, and Tenant shall pay Landlord the cost thereof upon demand.

                   ARTICLE 10 - INDEMNIFICATION AND INSURANCE
                   ------------------------------------------

         10.01. Indemnification. Tenant agrees to protect, indemnify, hold
harmless and defend Landlord and any mortgagee, and each of their respective
partners, directors, officers, agents and employees, successors and assigns,
regardless of any negligence of, or imputed to, Landlord as owner of the
Building, Premises or underlying real property involved in an injury, from and
against any and all loss, cost, damage, liability or expense as incurred
(including but not limited to actual attorneys' fees and legal costs) arising
out of or related to any claim, suit or judgment brought by or in favor of any
person or persons for damage, loss or expense due to, but not limited to, bodily
injury, including death, or property damage sustained by such person or persons
which arises out of, is occasioned by or is in any way attributable to the use
or occupancy of the Premises or any portion of the Building by Tenant or the
acts or omissions of Tenant or its agents, employees, contractors, clients,
invitees or subtenants except that caused by

                                       6
<PAGE>

the sole active negligence of Landlord or its agents or employees. Such loss or
damage shall include, but not be limited to, any injury or damage to, or death
of, Landlord's employees or agents or damage to the Premises or any portion of
the Building. Notwithstanding anything to the contrary contained herein, nothing
shall be interpreted or used in any way to affect, limit, reduce or abrogate any
insurance coverage provided by any insurers to either Tenant or Landlord.
Notwithstanding anything to the contrary contained in this Lease, nothing herein
shall be construed to infer or imply that Tenant is a partner, joint venturer,
agent, employee, or otherwise acting by or at the direction of Landlord.

         10.02. Property Insurance. At all times during the Lease Term, Tenant
shall procure and maintain, at its sole expense, standard "all-risk" property
insurance, in an amount not less than one hundred percent (100%) of the
replacement cost covering Tenant's trade fixtures, equipment and other personal
property from time to time situated in the Premises.

         10.03. Liability Insurance. At all times during the Lease Term, Tenant
shall procure and maintain, at its sole expense, general liability insurance
applying to the use and occupancy of the Premises and the business operated by
Tenant. Such insurance shall have a minimum combined single limit of liability
of at least $2,000,000 per occurrence and a general aggregate limit of at least
$3,000,000. All such policies shall be written to apply to all bodily injury,
property damage, personal injury losses and shall be endorsed to include
Landlord and its directors, officers, agents, employees, and any mortgagee of
Landlord as additional insureds. Such liability insurance shall be written as
primary policies, not excess or contributing with or secondary to any other
insurance as may be available to the Landlord or additional insureds.

         10.04. Workers' Compensation Insurance. At all times during the Lease
Term, Tenant shall procure and maintain Workers' Compensation Insurance in
accordance with the laws of the State and Employers' Liability insurance with a
limit not less than the statutory minimums.

         10.05. Policy Requirements. All insurance required to be maintained by
Tenant shall be issued by insurance companies authorized to do insurance
business in the State and rated not less than A-VII in Best's Insurance Guide
and a Standard and Poor's claims paying ability rating of not less than AA. A
certificate of insurance (or, at Landlord's option, copies of the applicable
policies) evidencing the insurance required under this Article 10 shall be
delivered to Landlord prior to the Commencement Date. No such policy shall be
subject to cancellation or modification without thirty (30) days prior written
notice to Landlord and to any mortgagee designated by Landlord to Tenant. Tenant
shall furnish Landlord with a replacement certificate with respect to any
insurance not less than thirty (30) days prior to the expiration of the current
policy. Tenant shall have the right to provide the insurance required by this
Article 10 pursuant to blanket policies, but only if such blanket policies
expressly provide coverage to the Premises and the Landlord as required by this
Lease.

         10.06. Waiver of Subrogation. Each party hereby waives any right of
recovery against the other for injury or loss which could be covered by standard
"all risk" insurance, to the extent of the injury or loss which could be covered
thereby regardless of whether such insurance is actually maintained. Any policy
of insurance to be provided by Tenant pursuant to this Article 10 shall contain
a clause denying the insurer any right of subrogation against Landlord.

                                       7
<PAGE>

         10.07. Failure to Insure. If Tenant fails to maintain any insurance
which Tenant is required to maintain pursuant to this Article 10, Tenant shall
be liable to Landlord for any loss or cost resulting from such failure to
maintain. Tenant may not self-insure against any risks required to be covered by
insurance without Landlord's prior written consent.

         10.08. Landlord's Insurance. Landlord, at its expense, shall keep the
Building insured by standard "all-risk" property insurance for at least the full
replacement value thereof.

                       ARTICLE 11 - DAMAGE OR DESTRUCTION
                       ----------------------------------

         11.01. Total Destruction. Except as provided in Section 11.03 below,
this Lease shall automatically terminate if the Premises are totally destroyed.

         11.02. Partial Destruction of Premises. If the Premises are damaged by
any casualty and, in Landlord's opinion, the Premises can be restored to its
preexisting condition within ninety (90) days after the date of the damage or
destruction, Landlord shall, upon written notice from Tenant to Landlord of such
damage, except as provided in Section 11.03, promptly and with due diligence
repair any damage to the Premises. If such repairs cannot, in Landlord's
opinion, be made within said ninety (90) day period, then either Landlord or
Tenant shall have the right, by written notice given to the other within sixty
(60) days after the date of the damage or destruction, to terminate this Lease
as of the date of the damage or destruction.

         11.03. Exceptions to Landlord's Obligations. Notwithstanding anything
to the contrary contained in this Article 11, Landlord shall have no obligation
to repair the Premises if either: (a) the Building in which the Premises are
located is so damaged as to require repairs to the Building exceeding twenty
percent (20%) of the full insurable value of the Building; or (b) Landlord
elects to demolish the Building in which the Premises are located; or (c) the
damage or destruction occurs less than one (1) year prior to the Termination
Date.

         11.04. Waiver. The provisions contained in this Lease shall supersede
any contrary laws now or hereafter in effect relating to damage or destruction.

         11.05. Rent Payments Absolute. Notwithstanding any other provision of
this Lease to the contrary, including the provisions set forth above in this
Article 11, the rental payments to be made by Tenant to Landlord pursuant to
Article 4 hereof shall be absolutely due and payable to Landlord,
notwithstanding an early termination of this Lease. Accordingly, should this
Lease terminate by reason of any of the events described above in this Article
11, and should Tenant's occupancy of the Premises be thereby interrupted,
Tenant's obligation to pay rent shall continue, and, when the Premises are
restored, Tenant shall be entitled to occupy the same for the period of time
that Tenant was unable to occupy the same as a result of damage or destruction
to the Premises, with an appropriate credit for rent paid during the time that
Tenant paid rent but did not occupy the Premises. By example, if the Premises
are destroyed or damaged by fire or other casualty after twenty (20) months of
the 24-month Term, to such an extent that Tenant is unable to occupy the
Premises for the remaining four (4) months of the Term, Tenant shall nonetheless
be obligated to continue its rental payments during those four months. Then,
when the Premises

                                       8
<PAGE>

are restored, by example in the 26th month after the Lease Commencement Date,
Tenant would be able to reoccupy the Premises, and continue its occupancy of the
same pursuant to the terms of this Lease for an additional four months
corresponding to the time it was unable to occupy the Premises.

                            ARTICLE 12 - CONDEMNATION
                            -------------------------

         12.01. Taking. If the entire Premises or so much of the Premises as to
render the balance unusable by Tenant shall be taken by condemnation, sale in
lieu of condemnation or in any other manner for any public or quasi-public
purpose (collectively "Condemnation"), this Lease shall terminate on the date
that title or possession to the Premises is taken by the condemning authority,
whichever is earlier.

         12.02. Award. In the event of any Condemnation, the entire award for
such taking shall belong to Landlord. Tenant shall have no claim against
Landlord or the award for the value of any unexpired term of this Lease or
otherwise. Tenant shall be entitled to independently pursue a separate award in
a separate proceeding for Tenant's relocation costs directly associated with the
taking, provided such separate award does not diminish Landlord's award.

                             ARTICLE 13 - RELOCATION
                             -----------------------

         13.01. Relocation. (Deleted.)

                     ARTICLE 14 - ASSIGNMENT AND SUBLETTING
                     --------------------------------------

         14.01. Restriction. Tenant shall not, either voluntarily or by
operation of law, assign, encumber, or otherwise transfer this Lease or any
interest herein, or sublet the Premises or any part thereof, or permit the
Premises to be occupied by anyone other than Tenant or Tenant's employees. An
assignment, subletting or other action in violation of the foregoing shall be
void and shall constitute a material breach of this Lease. For purposes of this
Section 14.01, an assignment shall not include any transfer of any interest in
this Lease or the Premises by Tenant pursuant to a merger, division,
consolidation or liquidation, or pursuant to a change in ownership of Tenant
involving a transfer of voting control in Tenant (whether by transfer of
partnership interests, corporate stock or otherwise). This Lease is personal to
Tenant and is made as a concession to Tenant as a result of and as a part of the
sale by Tenant to Landlord of the Building. This Lease is made with the express
understanding that, under no circumstances, including the insolvency, bankruptcy
or dissolution of Tenant, shall this Lease be assigned by operation of law or
otherwise to any third person or other entity.

                         ARTICLE 15 - DEFAULT AND REMEDY
                         -------------------------------

         15.01. Events of Default By Tenant. The occurrence of any of the
following shall constitute a material default and breach of this Lease by
Tenant:

                  (A) The failure by Tenant to make any payment required to be
         made by Tenant hereunder as and when due.

                                       9
<PAGE>

                  (B) The abandonment of the Premises by Tenant or the vacation
         of the Premises by Tenant for fourteen (14) consecutive days (with or
         without the payment of Rent).

                  (C) The making by Tenant of any assignment of this Lease or
         any sublease of all or part of the Premises.

                  (D) The failure by Tenant to observe or perform any other
         provision of this Lease to be observed or performed by Tenant, other
         than those described in Sections 15.01(A), 15.01(B) or 15.01(C) above,
         if such failure continues for twenty (20) days after written notice
         thereof by Landlord to Tenant; provided, however, that if the nature of
         the default is such that it cannot be cured within the twenty (20) day
         period, no default shall be deemed to exist if Tenant commences the
         curing of the default promptly within such twenty (20) day period and
         thereafter diligently prosecutes the same to completion and achieves
         the same within forty-five (45) days after the occurrence of such
         default. The ten twenty (20) notice described herein shall be in lieu
         of, and not in addition to, any notice required under law now or
         hereafter in effect requiring that notice of default be given prior to
         the commencement of an unlawful detainer or other legal proceeding.

                  (E) The making by Tenant of any general assignment for the
         benefit of creditors, the filing by or against Tenant of a petition
         under any federal or state bankruptcy or insolvency laws (unless, in
         the case of a petition filed against Tenant, the same is dismissed
         within thirty (30) days after filing); the appointment of a trustee or
         receiver to take possession of substantially all of Tenant's assets at
         the Premises or Tenant's interest in this Lease or the Premises, when
         possession is not restored to Tenant within thirty (30) days; or the
         attachment, execution or other seizure of substantially all of Tenant's
         assets located at the Premises or Tenant's interest in this Lease or
         the Premises, if such seizure is not discharged within thirty (30)
         days.

                  (F) The default by Tenant under any other agreements with
         Landlord, as provided in Section 15.05.

         15.02. Landlord's Right To Terminate Upon Tenant Default. In the event
of any default by Tenant as provided in Section 15.01 above, Landlord shall have
the right without notice or demand to Tenant (Tenant hereby irrevocably waiving
all notices and demands, statutory or otherwise, including without limitation,
any notice otherwise required in connection with any forcible entry and detainer
action), to terminate this Lease, in which event Landlord shall be entitled to
receive from Tenant:

                  (A) Any amount necessary to compensate Landlord for all the
         detriment proximately caused by Tenant's failure to perform its
         obligations under this Lease or which in the ordinary course of things
         would be likely to result therefrom; and

                  (B) Such other amounts and such other remedies in addition to
         or in lieu of the foregoing as may be permitted from time to time by
         applicable law.

                                       10
<PAGE>

         15.03. Remedies in Event of Bankruptcy or Other Proceeding. Anything
contained herein to the contrary notwithstanding, if termination of this Lease
shall be stayed by order of any court having jurisdiction over any proceeding
described in Section 15.01(E), or by federal or state statute, then, following
the expiration of any such stay, or if Tenant or Tenant as debtor-in-possession
or the trustee appointed in any such proceeding (being collectively referred to
as "Tenant" only for the purposes of this Section 15.03) shall fail to assume
Tenant's obligations under this Lease within the period prescribed therefor by
law or within fifteen (15) days after entry of the order for relief or as may be
allowed by the court, or if Tenant shall fail to provide adequate protection of
Landlord's right, title and interest in and to the Premises or adequate
assurance of the complete and continuous future performance of Tenant's
obligations under this Lease, Landlord, to the extent permitted by law or by
leave of the court having jurisdiction over such proceeding, shall have the
right, at its election, to terminate this Lease on five (5) days notice to
Tenant, and, upon the expiration of said five (5) day period, this Lease shall
cease and expire, and Tenant shall immediately quit and surrender the Premises.
Upon the termination of this Lease as provided above, Landlord, without notice,
may re-enter and repossess the Premises using such force for that purpose as may
be necessary without being liable for damages therefor, and may dispossess
Tenant by summary proceedings or otherwise. For the purposes of this Section
15.03, adequate protection of Landlord's right, title and interest in and to the
Premises, and adequate assurance of the complete and continuous future
performance of Tenant's obligations under this Lease, shall include, without
limitation, the following requirements:

                  (A) that Tenant comply with all of its obligations under this
         Lease;

                  (B) that Tenant continue to use the Premises for Tenant's
         Permitted Use only;

                  (C) that Landlord be permitted to supervise the performance of
         Tenant's obligations under this Lease;

                  (D) that if Tenant assumes this Lease and proposes to assign
         the same (pursuant to Title 11 U.S.C. ss. 365, or as the same may be
         amended) to any person who shall have made a bona fide offer to accept
         an assignment of this Lease on terms acceptable to such court having
         competent jurisdiction over Tenant's estate, then notice of such
         proposed assignment, setting forth (x) the name and address of such
         person, (y) all of the terms and conditions of such offer, and (z) the
         adequate assurance to be provided Landlord to assure such person's
         future performance under this Lease, including, without limitation, the
         assurances referred to in Title U.S.C. ss. 365(b)(3), as it may be
         amended, shall be given to Landlord by Tenant no later than fifteen
         (15) days after receipt by Tenant of such offer, but in any event no
         later than thirty (30) days prior to the date that Tenant shall make
         application to such court for authority and approval to enter into such
         assignment and assumption, and Landlord shall thereupon have the prior
         right and option, to be exercised by notice to Tenant given at any time
         prior to the effective date of such proposed assignment, to accept, or
         to cause Landlord's designee to accept, an assignment of this Lease
         upon the same terms and conditions and for the same consideration, if
         any, as the bona fide offer made by such person, less any brokerage

                                       11
<PAGE>

         commissions which maybe payable out of the consideration to be paid by
         such person for the assignment of this Lease; and

                  (E) that if Tenant assumes this Lease and proposes to assign
         the same, and Landlord does not exercise its option pursuant to
         paragraph (D) of this Section 15.03, Tenant hereby agrees that:

                           (i) such assignee shall have a net worth not less
                  than the aggregate net worth of Tenant as of the Commencement
                  Date, or such Tenant's obligations under this Lease shall be
                  unconditionally guaranteed by a person having a net worth
                  equal to Tenant's net worth as of the Commencement Date;

                           (ii) such assignee shall not use the Premises except
                  subject to all the restrictions contained in this Lease;

                           (iii) such assignee shall assume in writing all of
                  the terms, covenants and conditions of this Lease, including,
                  without limitation, all of such terms, covenants and
                  conditions respecting the permitted use;

                           (iv) such assignee shall indemnify Landlord against,
                  and pay to Landlord the amount of, any payments which Landlord
                  may be obligated to make to any mortgagee by virtue of such
                  assignment; and

                           (v) if such assignee makes any payment to Tenant, or
                  for Tenant's account, for the right to assume this Lease
                  (including, without limitation, any lump sum payment,
                  installment payment or payment in the nature of rent over and
                  above the rental payable under this Lease), Tenant shall pay
                  over to Landlord any such payment.

         15.04. Right of Landlord to Perform. All covenants and agreements to be
performed by Tenant under this Lease shall be performed by Tenant at Tenant's
sole cost and expense. If Tenant shall fail to pay any sum of money required to
be paid by it hereunder or shall fail to perform any other act on its part to be
performed hereunder, Landlord may, but shall not be obligated to, make any
payment or perform any such other act on Tenant's part to be made or performed,
without waiving or releasing Tenant of its obligations under this Lease. Any
sums so paid by Landlord and all necessary incidental costs, together with
interest thereon at the lesser of the maximum rate permitted by law if any or
eighteen percent (18%) per annum from the date of such payment, shall be payable
to Landlord as additional rent on demand and Landlord shall have the same rights
and remedies as provided in Section 15.02 hereof.

         15.05. Default Under Other Agreements. If Tenant breaches or is in
default under any other agreement with Landlord (the "Other Agreements"), which
Other Agreements include, without limitation, the Purchase and Sale Agreement,
the Asset Purchase Agreement and the Contract Manufacturing Agreement, each of
even date herewith, or if any such Other Agreement shall be terminated or
terminable after the making of this Lease because of any default by Tenant under
such other agreement, any such event shall empower Landlord, at Landlord's sole
option,

                                       12
<PAGE>

to terminate this Lease by notice to Tenant or to exercise any of the rights or
remedies set forth in Section 15.02.

         15.06. Non-Waiver. Nothing in this Article shall be deemed to affect
Landlord's rights to indemnification for liability or liabilities arising prior
to termination of this Lease for personal injury or property damage under the
indemnification clause or clauses contained in this Lease. No acceptance by
Landlord of a lesser sum than the sum then due shall be deemed to be other than
on account of the earliest amount due, nor shall any endorsement or statement on
any check or any letter accompanying 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 or pursue any other remedy
in tine Lease provided.

         15.07. Cumulative Remedies. The specific remedies to which Landlord may
resort under the terms of the Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which it may be lawfully
entitled in case of any breach or threatened breach by Tenant of any provisions
of the Lease. In addition to the other remedies provided in the Lease, including
the right to terminate Tenant's right of possession of the Premises and reenter
and repossess the Premises and remove all persons and property from the
Premises, Landlord shall be entitled to a restraint by injunction of the
violation or attempted or threatened violation of any of the covenants,
conditions or provisions of this Lease or to a decree compelling specific
performance of any such covenants, conditions or provisions.

         15.08. Default by Landlord. Landlord's failure to perform or observe
any of its obligations under this Lease shall constitute a default by Landlord
under this Lease only if such failure shall continue for a period of thirty (30)
days (or the additional time, if any, that is reasonably necessary promptly and
diligently to cure the failure) after Landlord receives written notice from
Tenant specifying the default. The notice shall give in reasonable detail the
nature and extent of the failure and shall identify the Lease provisions)
containing the obligation(s). If Landlord shall default in the performance of
any of its obligations under this Lease (after notice and opportunity to cure as
provided herein), Tenant may pursue any remedies available to it under the law
and this Lease.

                   ARTICLE 16 - ATTORNEYS' FEES; COSTS OF SUIT
                   -------------------------------------------

         16.01. Attorneys' Fees. If either Landlord or Tenant shall commence any
action or other proceeding against the other arising out of, or relating to,
this Lease or the Premises, the prevailing party shall be entitled to recover
from the losing party, in addition to any other relief, its actual attorneys'
fees irrespective of whether or not the action or other proceeding is prosecuted
to judgment and irrespective of any court schedule of reasonable attorneys'
fees. In addition, Tenant shall reimburse Landlord, upon demand, for all
reasonable attorneys' fees incurred in seeking enforcement against Tenant of
Tenant's obligations under this Lease.

         16.02. Indemnification. Should Landlord be made a party to any
litigation instituted by Tenant against a party other than Landlord, or by a
third party against Tenant, Tenant shall indemnify, hold harmless and defend
Landlord from any and all loss, cost, liability, damage or expense incurred by
Landlord, including attorneys' fees, in connection with the litigation.

                                       13
<PAGE>

                    ARTICLE 17 - SUBORDINATION AND ATTORNMENT
                    -----------------------------------------

         17.01. Subordination. This Lease, and the rights of Tenant hereunder,
are and shall be subordinate to the interests of (i) all present and future
ground leases and master leases of all or any part of the Building; (ii) present
and future mortgages encumbering all or any part of the Building or the
underlying real estate; (iii) all past and future advances made under any such
mortgages; and (iv) all renewals, modifications, replacements and extensions of
any such ground leases, master leases or mortgages. Upon demand, Tenant shall
execute, acknowledge and deliver any instruments reasonably requested by
Landlord or any such lessor or mortgagee to effect the purposes of this Section
17.01. Such instruments may contain, among other things, provisions to the
effect that such lessor or mortgagee (hereafter, for the purposes of this
Section 17.01, a "Successor Landlord") shall (i) not be liable for any act or
omission of Landlord or its predecessors, if any, prior to the date of such
Successor Landlord's succession to Landlord's interest under this Lease; (ii)
not be subject to any offsets or defenses which Tenant might have been able to
assert against Landlord or its predecessors, if any, prior to the date of such
Successor Landlord's succession to Landlord's interest under this Lease; and
(iii) be entitled to receive notice of any Landlord default under this Lease
plus a reasonable opportunity to cure such default prior to Tenant having any
right or ability to terminate this Lease as a result of such Landlord default.

         17.02. Attornment. If requested to do so, Tenant shall attorn to and
recognize as Tenant's landlord under this Lease any superior lessor, superior
mortgagee or other purchaser or person taking title to the Building by reason of
the termination of any superior lease or the foreclosure of any superior
mortgage, and Tenant shall, upon demand, execute any documents reasonably
requested by any such person to evidence the attornment described in this
Section 17.02.

         17.03. Mortgagee and Ground Lessor Protection. Tenant agrees to give
any holder of any mortgage and any ground lessor, by registered or certified
mail, a copy of any notice of default served upon the Landlord by Tenant,
provided that prior to such notice Tenant has been notified in writing (by way
of service on Tenant of a copy of an assignment of rents and leases, or
otherwise) of the address of such mortgage holder or ground lessor (hereafter
the "Notified Party"). Tenant further agrees that if Landlord shall have failed
to cure such default within twenty (20) days after such notice to Landlord (or
if such default cannot be cured or corrected within that time, then such
additional time as may be necessary if Landlord has commenced within such twenty
(20) days and is diligently pursuing the remedies or steps necessary to cure or
correct such default), then the Notified Party shall have an additional thirty
(30) days within which to cure or correct such default (or if such default
cannot be cured or corrected within that time, then such additional time as may
be necessary if the Notified Party has commenced within such thirty (30) days
and is diligently pursuing the remedies or steps necessary to cure or correct
such default). Until the time allowed for the Notified Party to cure such
default has expired without cure, Tenant shall have no right to, and shall not,
terminate this Lease on account of Landlord's default.

                                       14
<PAGE>

                          ARTICLE 18 - QUIET ENJOYMENT
                          ----------------------------

         18.01. Provided that Tenant performs all of its obligations hereunder,
Tenant shall have and peaceably enjoy the Premises during the Lease Term,
subject to all of the terms and conditions contained in this Lease.

                              ARTICLE 19 - PARKING
                              --------------------

         19.01. Tenant, its employees and invitees, are hereby granted the
non-exclusive privilege to use the parking facilities associated with the
Building. Tenant shall abide by all rules and regulations regarding the use of
the parking facilities as may hereafter be promulgated by Landlord- Landlord
reserves the right to modify, restripe and otherwise change the location of
drives, parking spaces and parking areas. Landlord may, but shall have no
obligation to, designate certain parking spaces for trucks, handicapped persons
or designated tenants or other occupants as Landlord, in its sole discretion,
may deem necessary for the efficient operation of the parking area and the
Building. Landlord shall have the right to reasonably restrict the number and
location of truck/tractor trailers for the overall benefit of all tenants and
other occupants, it being agreed by Tenant that it is not the intent of this
Lease to provide unrestricted parking for truck/tractor trailers. Tenant agrees
not to overburden the parking facilities and agrees to cooperate with Landlord
and other tenants and occupants in the use of parking facilities. Tenant will
reimburse Landlord upon demand for any damage caused to the parking surfaces or
facilities caused by Tenant's or any of its employees', agents' or invitees'
trucks/tractor trailers or any other vehicles. Landlord reserves the right in
its absolute discretion to determine whether parking facilities are becoming
crowded and, in such event, to allocate parking spaces among Tenant and other
occupants of the Building. At no time shall the parking of any vehicle be
permitted in the fire lanes or handicapped parking areas servicing the Building.

                       ARTICLE 20 - RULES AND REGULATIONS
                       ----------------------------------

         20.01. Rules and Regulations. (Deleted.)

                       ARTICLE 21 - ESTOPPEL CERTIFICATES

         21.01. Estoppel Certificates. Tenant agrees at any time and from time
to time upon not less than ten (10) days prior written notice from Landlord to
execute, acknowledge and deliver to Landlord a statement in writing addressed
and certifying to Landlord, or to the holder or assignee of any existing or
prospective mortgage encumbering the Building or any part thereof (hereafter a
"Mortgagee"), or to the lessor, or existing or prospective assignee of the
lessor's position, under any existing or prospective ground lease of the land
underlying the Building (hereafter a "Ground Lessor"), or to any prospective
purchaser of the land, improvements or both comprising the Building, that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications); that Tenant has accepted possession of the Premises, which
are acceptable in all respects, and that any improvements required by the terms
of this Lease to be made by Landlord have been completed to the satisfaction of
Tenant; that Tenant is in full occupancy of the Premises; that Tenant has not
been notified of any previous assignment of Landlord's or any predecessor

                                       15
<PAGE>

landlord's interest under this Lease; and that Landlord is not in default in
performance of any covenant, agreement or condition contained in this Lease or
any other matter relating to this Lease or the Premises or, if so, specifying
each such default. In addition, in the event that such certificate is being
given to any Mortgagee or Ground Lessor, such statement may contain any other
provisions customarily required by such Mortgagee or Ground Lessor including,
without limitation, an agreement on the part of Tenant to furnish to such
Mortgagee or Ground Lessor, as applicable, written notice of any Landlord
default and a reasonable opportunity for such Mortgagee or Ground Lessor to cure
such default prior to Tenant being able to terminate this Lease. Any such
statement delivered pursuant to this Section may be relied upon by Landlord or
any Mortgagee, Ground Lessor or prospective purchaser to whom it is addressed
and such statement, if required by its addressee, may so specifically state. If
Tenant does not execute, acknowledge and deliver to Landlord the statement as
and when required herein, Landlord is hereby granted an irrevocable
power-of-attorney, coupled with an interest, to execute such statement on
Tenant's behalf, which statement shall be binding on Tenant to the same extent
as if executed by Tenant.

                         ARTICLE 22 - ENTRY BY LANDLORD
                         ------------------------------

         22.01. Landlord may enter the Premises at all reasonable times to:
inspect the same; exhibit the same to prospective purchasers, lenders or
tenants; determine whether Tenant is complying with all of its obligations under
this Lease; supply janitorial and other services to be provided by Landlord to
Tenant under this Lease; post notices of non-responsibility; and make repairs or
improvements in or to the Building or the Premises; provided, however, that all
such work shall be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible. Tenant hereby waives any
claim for damages for any injury or inconvenience to, or interference with,
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or
any other loss occasioned by such entry. Landlord shall at all times have the
right, but not the obligation, to obtain front Tenant and retain a key with
which to unlock all of the doors in, on or about the Premises (excluding
Tenant's vaults, safes and similar areas designated by Tenant in writing in
advance), and Landlord shall have the right to use any and all means by which
Landlord may deem proper to open such doors to obtain entry to the Premises, and
any entry to the Premises obtained by Landlord by any such means, or otherwise,
shall not under any circumstances be deemed or construed to be a forcible or
unlawful entry into or a detainer of the Premises or an eviction, actual or
constructive, of Tenant from any part of the Premise. Such entry by Landlord
shall not act as a termination of this Lease. If Landlord shall be required to
obtain entry by means other than a key provided by Tenant, the cost of such
entry shall be payable by Tenant to Landlord as additional rent.

            ARTICLE 23 - LANDLORD'S LEASE UNDERTAKINGS - EXCULPATION
            --------------------------------------------------------
            FROM PERSONAL LIABILITY; TRANSFER OF LANDLORD'S INTEREST
            --------------------------------------------------------

         23.01. Landlord's Lease Undertakings. Notwithstanding anything to the
contrary contained in this Lease or in any Exhibits, Riders or addenda hereto
attached (collectively the "Lease Documents"), it is expressly understood and
agreed by and between the parties hereto

                                       16
<PAGE>

that: (a) the recourse of Tenant or its successors or assigns against Landlord
with respect to the alleged breach by or on the part of Landlord of any
representation, warranty, covenant, undertaking or agreement contained in any of
the Lease Documents (collectively, "Landlord's Lease Undertakings") shall extend
only to Landlord's interest in the real estate of which the Premises demised
under the Lease Documents are a part ("Landlord's Real Estate") and not to any
other assets of Landlord; and (b) except to the extent of Landlord's interest in
Landlord's Real Estate, no personal liability or personal responsibility of any
sort with respect to any of Landlord's Lease Undertakings or any alleged breach
thereof is assumed by, or shall at any time be asserted or enforceable against,
Landlord, Landlord's property managers, or against any of their respective
directors, officers, employees, agents, partners, beneficiaries, trustees or
representatives.

         23.02. Transfer of Landlord's Interest. Landlord and each successor to
Landlord shall be fully released from the performance of Landlord's obligations
subsequent to their transfer of Landlord's interest in the Building. Landlord
shall not be liable for any obligation hereunder after a transfer of its
interest in the Building.

                          ARTICLE 24 - HOLDOVER TENANCY
                          -----------------------------

         24.01. If Tenant holds possession of the Premises after the expiration
or termination of the Lease Term, by lapse of time or otherwise, Tenant shall
become a tenant at sufferance upon all of the terms contained herein, except as
to Lease Term and Rent. Tenant hereby agrees to indemnify, defend and hold
harmless Landlord, and its agents, contractors and employees, from and against
any and all claims, liabilities, actions, losses, damages (including without
limitation, direct, indirect, incidental and consequential) and expenses
(including, without limitation, court costs and reasonable attorneys' fees)
asserted against or sustained by any such party and arising from or by reason of
such retention of possession, which obligations shall survive the expiration or
termination of the Lease Term.

                              ARTICLE 25 - NOTICES
                              --------------------

         25.01. All notices which Landlord or Tenant may be required, or may
desire, to serve on the other may be served, as an alternative to personal
service, by mailing the same by registered or certified mail, postage prepaid,
or may be sent by overnight courier, addressed to the Landlord at the address
for Landlord set forth in Section 1.11 above and to Tenant at the address for
Tenant set forth in Section 1.12 above, or, from and after the Commencement
Date, to the Tenant at the Premises whether or not Tenant has departed from,
abandoned or vacated the Premises, or addressed to such other address or
addresses as either Landlord or Tenant may from time to time designate to the
other in writing. Any notice shall be deemed to have been given and served when
delivered personally or otherwise at the time the same was posted, except that
any notice given by overnight courier shall be deemed given on the first
business day following the date such notice is delivered by such courier
provided such courier verifies delivery thereof.

                              ARTICLE 26 - BROKERS
                              --------------------

         26.01. Brokers. (Deleted.)

                                       17
<PAGE>

                            ARTICLE 27 -MISCELLANEOUS
                            -------------------------

         27.01. Entire Agreement. This Lease contains all of the agreements and
understandings relating to the leasing of the Premises and the obligations of
Landlord and Tenant in connection with such leasing. Landlord has not made, and
Tenant is not relying upon, any warranties, or representations, promises or
statements made by Landlord or any agent of Landlord, except as expressly set
forth herein. This Lease supersedes any and all prior agreements and
understandings between Landlord and Tenant and alone expresses the agreement of
the parties.

         27.02. Amendments. This Lease shall not be amended, changed or modified
in any way unless in writing executed by Landlord and Tenant. Landlord shall not
have waived or released any of its rights hereunder unless in writing and
executed by the Landlord.

         27.03. Successors. Except as expressly provided herein, this Lease and
the obligations of Landlord and Tenant contained herein shall bind and benefit
the successors and assigns of the parties hereto.

         27.04. Force Majeure. Landlord shall incur no liability to Tenant with
respect to, and shall not be responsible for any failure to perform, any of
Landlord's obligations hereunder if such failure is caused by any reason beyond
the control of Landlord, including, but not limited to strike, labor trouble,
governmental rule, regulations, ordinance, statute or interpretation, fire,
earthquake, civil commotion, or failure or disruption of utility services. The
amount of time for Landlord to perform any of Landlord's obligations shall be
extended by the amount of time Landlord is delayed in performing such obligation
by reason of any force majeure occurrence whether similar to or different from
the foregoing types of occurrences.

         27.05. Survival of Obligations. Any obligations of Tenant accruing
prior to the expiration of this Lease shall survive the termination of this
Lease, and Tenant shall promptly perform all such obligations whether or not
this Lease has expired.

         27.06. Light and Air. No diminution or shutting off of any light, air
or view by any structure now or hereafter erected shall in any manner affect
this Lease or the obligations of Tenant hereunder, or increase any of the
obligations of Landlord hereunder.

         27.07. Governing Law. This Lease shall be governed by, and construed in
accordance with, the laws of the State.

         27.08. Severability. In the event any provision of this Lease is found
to be unenforceable, the remainder of this Lease shall not be affected, and any
provision found to be invalid shall be enforceable to the extent permitted by
law. The parties agree that in the event two different interpretations may be
given to any provision hereunder, one of which will render the provision
unenforceable, and one of which will render the provision enforceable, the
interpretation rendering the provision enforceable shall be adopted.

                                       18
<PAGE>

         27.09. Captions. All captions, headings, titles, numerical references
and computer highlighting are for convenience only and shall have no effect on
the interpretation of this Lease.

         27,10. Interpretation. Tenant acknowledges that it has read and
reviewed this Lease and that it has had the opportunity to confer with counsel
in the negotiation of this Lease. Accordingly, this Lease shall be construed
neither for nor against Landlord or Tenant, but shall be given a fair and
reasonable interpretation in accordance with the meaning of its terms and the
intent of the parties.

         27.11. Independent Covenants. Each covenant, agreement, obligation or
other provision of this Lease to be performed by Tenant are separate and
independent covenants of Tenant, and not dependent on any other provision of the
Lease.

         27.12. Time is of the Essence. Time is of the essence of this Lease and
the performance of all obligations hereunder.

         27.13. Exhibits and Schedules. Exhibit A (Description of the Premises)
and Exhibit B (Floor Plan of Building) are incorporated into this Lease by
reference and made a part hereof.

         27.14. Waiver; Choice of Laws. To the extent permitted by applicable
law, Tenant hereby waives the might to a jury trial in any action or proceeding
regarding this Lease and the tenancy created by this Lease. In addition, Tenant
hereby submits to local jurisdiction in the State and agrees that any action by
Tenant against Landlord shall be instituted in the State and that Landlord shall
have personal jurisdiction over Tenant for any action brought by Landlord
against Tenant in the State. To the extent permitted by applicable law, Tenant
hereby waives any and all rights of redemption granted by any present or future
laws.

         27.17. Rights Reserved by Landlord. Landlord reserves the following
rights exercisable without notice (except as otherwise expressly provided to the
contrary in this Lease) and without being deemed an eviction or disturbance of
Tenant's use or possession of the Premises: (i) to change the name or street
address of the Building; (ii) to install, affix and maintain all signs on the
exterior and/or interior of the Building; (iii) to designate and/or approve
prior to installation, all types of signs, window shades, blinds, drapes,
awnings or other similar items, and all internal lighting that may be visible
from the exterior of the Premises; (iv) to display the Premises and/or the
Building to mortgagees, prospective mortgagees, prospective purchasers and
ground lessors at reasonable hours upon reasonable advance notice to Tenant; (v)
to change the arrangement of entrances, doors, corridors, elevators and/or
stairs in the Building, provided no such change shall materially adversely
affect access to the Premises; (vi) to grant any party the exclusive right to
conduct any business or render any service in the Building, provided such
exclusive right shall not operate to prohibit Tenant from using the Premises for
the purposes permitted under this Lease; (vii) to close the Building after
normal business hours, except that Tenant and its employees and invitees shall
be entitled to admission at all times under such rules and regulations as
Landlord prescribes for security purposes; (viii) to install, operate and
maintain security systems which monitor, by close circuit television or
otherwise, all persons entering or leaving the Building; (ix) to install and
maintain pipes, ducts, conduits, wires and structural

                                       19
<PAGE>

elements located in the Premises which serve other parts or other tenants of the
Building; and (x) to retain at all times master keys or pass keys to the
Premises.

         IN AGREEMENT, the parties hereto have executed this lease as of the
date first above written.

LANDLORD:                                TENANT:

TIRO INDUSTRIES, INC.                    THE LAMAUR CORPORATION
a Minnesota corporation                  a Delaware corporation

By  /s/ W.R. Hlavac                      By   /s/  John D. Hellman
   -------------------------------          ---------------------------------

Its Exec. V. Pres.                       Its  Vice President
   -------------------------------          ---------------------------------

                                       20
<PAGE>

                                    EXHIBIT A

                           Description of the Premises

The Premises are comprised of those portions of, those facilities located in,
and that certain equipment used in connection with, the property located at 5601
East River Road, Fridley, Minnesota, which portions, facilities and equipment
are described as follows:

         (a)      Approximately 10,440 rentable square feet of office space,
                  containing the existing executive offices, related conference
                  rooms and accounting and accounting storage areas, all as
                  shown on the floor plan of the Building attached as Exhibit B,
                  and comprised of the following square footages:

------------------------------------------------------------------------------
Executive Area:
         Boardroom                         560
         Offices                         3,674
         Kitchen                           240
         Executive Storage Rooms (2)       220
         San Francisco Room                363
         Check Writing Room                280
                                        ------
             Total                                           5,337

Accounting                                                   4,395
Accounting Storage                                             708
                                                            ------

Total                                                       10,440
------------------------------------------------------------------------------

         (b)      Approximately 1,200 rentable square feet which the parties
                  have allocated to Tenant's use of the following-described
                  areas, which areas are to be shared in common with Landlord:

                  (i)      The North Lab and the research and development
                           laboratory equipment therein;

                  (ii)     The Building's computer room. Tenant shall allow
                           Landlord the right to use Landlord's computer system
                           and related software in common with Tenant. Landlord
                           shall pay Tenant the allocated use of Tenant's
                           computer employees. Landlord shall not be required to
                           pay for computer run time. Landlord shall pay any
                           license fees which are required to be paid to allow
                           Landlord's lawful use of the computer software.

                  (iii)    The salon and lobby spaces in the Building.

                  (iv)     Use of the package engineering equipment, the aerosol
                           research and development laboratory equipment, and
                           certain other laboratory equipment and access to the
                           package engineering department.
<PAGE>

                  (v)      Use of the Building's telephone system.

                  (vi)     Tenant shall also have access to the computer network
                           cabling located in the Building in order to maintain
                           Tenant's computer network.

                  Those areas of the Building and the equipment and facilities
                  described above which are to be shared with Landlord shall be
                  subject to such rules and regulations as Landlord may from
                  time to time impose, which rules and regulations may include,
                  for safety and security purposes, reasonable limitations on
                  access.
<PAGE>

                                    EXHIBIT B

                              NOT ABLE TO REPRODUCE
                                  (FLOOR PLAN)
</TEXT>
</DOCUMENT>
