INDUSTRIAL LEASE

 

                                                                Exhibit 10.10

                                INDUSTRIAL LEASE

                                    between

                 MBP PARTNERS, an Illinois general partnership
                                   (Landlord)

                                      and

                     DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                 ----------------------------------------------

                             a Florida corporation
                 ----------------------------------------------
                                    (Tenant)

                               TABLE OF CONTENTS

                                INDUSTRIAL LEASE

Article                 Title                                           Page

 1                      Definitions                                       1
 2                      Premises                                          2
 3                      Term                                              2
 4                      Rental; Adjustments                               2
 5                      Security Deposit                                  4
 6                      Use of Premises                                   5
 7                      Utilities and Services                            6
 8                      Maintenance and Repairs                           6
 9                      Alterations, Additions and Improvements           7
10                      Indemnification and Insurance                     8
11                      Damage or Destruction                             9
12                      Condemnation                                     10
13                      Relocation                                       10
14                      Assignment and Subletting                        10
15                      Default and Remedies                             11
16                      Attorneys' Fees; Costs of Suit                   13
17                      Subordination and Attornment                     13
18                      Quiet Enjoyment                                  13
19                      Parking                                          14
20                      Rules and Regulations                            14
21                      Estoppel Certificates                            14
22                      Entry by Landlord                                14
23                      Landlord's Lease Undertakings - Exculpation
                        from Personal Liability; Transfer of Landlord's
                        Interest                                         15
24                      Holdover Tenancy                                 15
25                      Notices                                          15
26                      Brokers                                          15
27                      Miscellaneous                                    15
28                      Floor Load Limits                                17
29                      Landlord's Lien                                  17
30                      Uniform Commercial Code                          17

                                    EXHIBITS

Exhibit A               Floor Plan of the Premises
Exhibit B               Work Letter Agreement
Exhibit C               Suite Acceptance Letter
Exhibit D               Tenant Operations Inquiry
Schedule 1 to           List of Permissible Hazardous Materials and
  Exhibit D             Quantities for Tenant
Exhibit E               List of Additional Insureds
Exhibit F               Rules and Regulations
Exhibit G               Guaranty

                                INDUSTRIAL LEASE

                         [FORM NET LEASE/MULTI-TENANT]

        THIS LEASE ("Lease"), dated July 2 1996, is made and entered into by
and between MBP PARTNERS, an Illinois general partnership ("Landlord") and
DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Florida corporation ("Tenant") upon 
the following terms and conditions:

                            ARTICLE I - 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
office/warehouse building located at 10901 Bren Road East, Minnetonka, 
Minnesota, together with all related site land, improvements, parking
facilities, common areas, driveways, sidewalks and landscaping.

        1.02    PREMISES.  The term "Premises" shall mean Space No. 10901 in
the Building, as more particularly outlined on the drawing attached hereto as
Exhibit A and incorporated herein by reference.

        1.03    RENTABLE AREA OF THE PREMISES.  The term "Rentable Area of the
Premises" shall mean approximately 12,684 square feet, which Landlord and
Tenant have stipulated as the Rentable Area of the Premises.

        1.04    LEASE TERM.  The terms "Lease Term" or "Term" shall mean the
period between the Commencement Date and the Expiration Date (as such terms are
hereinafter defined), unless sooner terminated or renewed as otherwise provided
in this Lease.

        1.05    COMMENCEMENT DATE.  Subject to adjustment as provided in
Article 3, the term "Commencement Date" shall mean August 1, 1996.

        1.06     EXPIRATION DATE.  Subject to adjustment as provided in Article
3, the term "Expiration Date" shall mean July 31, 1999.

        1.07    BASE RENT.  Subject to adjustment as provided in Article 4, the
term "Base Rent" shall mean Nine Thousand Two Hundred Forty-Eight and 75/00
Dollars ($9,248.75) per month.

        1.08    TENANT'S PERCENTAGE SHARE.  The term "Tenant's Percentage
Share" shall mean seventeen and 25/00 percent (17.25%) with respect to
Operating Expenses (as hereinafter defined), seventeen and 25/00 percent
(17.25%) with respect to Property Taxes (as hereinafter defined), seventeen and
25/00 percent (17.25%) with respect to Insurance Expenses (as hereinafter 
defined) and seventeen and 25/00 percent (17.25%) with respect to Tenant's law 
compliance obligations under Section 6.02(C) of this Lease and for all other 
purposes under this Lease.

        1.09    SECURITY DEPOSIT.  The term "Security Deposit" shall mean
Twenty-Five Thousand Six Hundred Sixty-three and 96/00 Dollars ($25,663.96).

        1.10    TENANT'S PERMITTED USE.  The term "Tenant's Permitted Use"
shall mean offices for Tenant's computer software development and marketing
business related to the medical industry and no other use.

        1.11    LANDLORD'S ADDRESS FOR NOTICES.  The term "Landlord's Address 
for Notices" shall mean Heitman Minnesota Management Inc., 5510 Feltl Road,
Minnetonka, Minnesota 55343, with a copy to Heitman Properties Ltd., 180 North
LaSalle Street, Suite 3600, Chicago, Illinois 60601, Attn: Property Management.

        1.12    TENANT'S ADDRESS FOR NOTICES.  The term "Tenant's Address for
Notices" shall mean 10901 Bren Road East, Minnetonka, Minnesota 55343.

        1.13    BROKERS.  The term "Brokers" shall mean Heitman Minnesota
Management Inc. and Mary Burnton and John Scholz of the Galbreath Company.

                                      -1-

        1.14 Guarantors. The term "Guarantors" shall mean -none- .

                             ARTICLE II - 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
described herein, Landlord shall deliver the Premises to Tenant in substantial
conformance with the Work Letter Agreement attached hereto as Exhibit B.

        2.02 Acceptance of Premises. Tenant acknowledges that Landlord has not
made any representation or warranty with respect to the condition of the
Premises or the Building with respect to the suitability or fitness of either
for the conduct of Tenant's Permitted Use or for any other purpose. Prior to
Tenant's taking possession of the Premises, Landlord or its designee and Tenant
will walk the Premises for the purpose of reviewing the condition of the
Premises (and the condition of completion and workmanship of any tenant
improvements which Landlord is required to construct in the Premises pursuant
to this Lease); after such review, Tenant shall execute a Suite Acceptance
Letter in the form and content of Exhibit C, accepting the Premises.

                               ARTICLE III - TERM

        3.01 Except as otherwise provided in this Lease, the Lease Term shall
be for the period described in Section 1.04 of this Lease, commencing on the
Commencement Date described in Section 1.05 of this Lease and ending on the
Expiration Date described in Section 1.06 of this Lease; provided, however,
that, if, for any reason, Landlord is unable to deliver possession of the
Premises on the date described in Section 1.05 of this Lease, Landlord shall
not be liable for any damage caused thereby, nor shall the Lease be void or
voidable, but, rather, the Lease Term shall commence upon, and the Commencement
Date shall be, the date that possession of the Premises is so tendered to
Tenant (except for Tenant-caused delays which shall not be deemed to delay
commencement of the Lease Term), and the Expiration Date described in Section
1.06 of this Lease shall be extended by an equal number of days.

                        ARTICLE IV - RENTAL: ADJUSTMENTS

        4.01 Definitions. As used herein,

                (A) "Property Taxes" shall mean the aggregate amount of all real
        estate taxes, assessments (whether they be general or special), sewer
        rents and charges, transit taxes, taxes based upon the receipt of rent
        and any other federal, state or local governmental charge, general,
        special, ordinary or extraordinary (but not including income or
        franchise taxes, capital stock, inheritance, estate, gift, or any other
        taxes imposed upon or measured by Landlord's gross income or profits,
        unless the same shall be imposed in lieu of real estate taxes or other
        ad valorem taxes), which Landlord shall pay or become obligated to pay
        in connection with the Building, or any part thereof. Taxes shall
        include all fees and costs, including attorneys' fees, appraisals and
        consultants' fees, incurred by Landlord in seeking to obtain a reduction
        of, or a limit on the increase in, any Taxes, regardless of whether any
        reduction or limitation is obtained. Taxes for any calendar year shall
        be Taxes which are due for payment or are paid during such year. If at
        any time during the Lease Term the method of taxation then prevailing
        shall be altered so that any new tax, assessment, levy, imposition or
        charge shall be imposed upon Landlord in place or partly in place of any
        such Taxes, or contemplated increase in any such Taxes, and shall be
        measured by or be based in whole or in part upon the Building or the
        rents or other income from the Building, then all such new taxes,
        assessments, levies, impositions or charges, to the extent that they are
        so measured or based, shall be included in Taxes to the extent that such
        items would be payable if the Building was the only property of Landlord
        subject to same and the income received by Landlord from the
        Building was the only income of Landlord. Taxes shall also include any
        personal property taxes imposed upon the furniture, fixtures, machinery,
        equipment, apparatus, systems and appurtenances of Landlord used in
        connection with the Building.

                (B) "Operating Expenses" shall mean all costs, fees,
        disbursements and expenses paid or incurred on behalf of Landlord in the
        operation, ownership, maintenance, management, replacement and repair of
        the Building (excluding Property Taxes).

        Operating Expenses shall not include costs of alteration of the
premises of tenants of the Building, depreciation charges, interest and
principal payments on mortgages, ground rental payments, real estate brokerage
and leasing commissions, expenses incurred in enforcing obligations of tenants
of the Building, salaries and other compensation of executive officers of the
managing agent of the Building senior to the Building manager, costs of any
special services provided to any one tenant of the Building but not to tenants
of the Building generally, and costs of marketing or advertising the Building.

                (C) "Insurance Expenses" shall mean all costs, fees,
disbursements and expenses paid or incurred by or on behalf of Landlord for
premiums for hazard, "all risk", casualty, rent interruption and liability
insurance and all other insurance, obtained by Landlord in connection with or
relating to the Building.

                                      -2-

        4.02 Base Rent. During the Lease Term, Tenant shall pay to Landlord as
rental for the Premises the Base Rent described in Section 1.07 above, subject
to the following adjustments (herein collectively called the "Rent 
Adjustments"):

                (B) During each calendar year during the Lease Term, the Base
        Rent payable by Tenant to Landlord, shall be increased by Tenant's
        Percentage Share of the Property Taxes for such year (the "Tax
        Adjustment").

                (C) During each calendar year during the Lease Term, the Base
        Rent payable by Tenant to Landlord, also shall be increased by Tenant's
        Percentage Share of the Operating Expenses paid or incurred by Landlord
        during such year (the "Operating Expense Adjustment").

                (D) During each calendar year during the Lease Term, the Base
        Rent payable by Tenant to Landlord, also shall be increased by Tenant's
        Percentage Share of the Insurance Expenses for such year (the "Insurance
        Adjustment"). 

                (E) The Tax Adjustment, the Operating Expense Adjustment and the
        Insurance Adjustment are hereinafter referred to collectively as the
        "Tax, Operating Expense and Insurance Adjustments".)

        4.03. Adjustment Procedure: Estimates. The Tax, Operating Expense and
Insurance Adjustments specified in Sections 4.02(B), 4.02(C) and 4.02(D) shall
be determined and paid as follows:

                (A) During each calendar year during the Lease Term, Landlord
        shall give Tenant written notice of Landlord's estimate of amounts
        payable under Sections 4.02(B) and 4.02(C) for that calendar year. On or
        before the first day of each calendar month during the calendar year,
        Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated
        amounts; provided, however, that, not more often than quarterly,
        Landlord may, by written notice to Tenant, revise its estimate for such
        year, and subsequent payments by Tenant for such year shall be based
        upon such revised estimate.

                (B) Within ninety (90) days after the close of each calendar
        year in which any Rent Adjustment is made or as soon thereafter as is
        practicable, Landlord shall deliver to Tenant a statement of that year's
        Property Taxes, Operating Expenses and Insurance Expenses, and the
        actual Tax, Operating Expense and Insurance Expense Adjustments to be
        made pursuant to Section 4.02(B), 4.02(C) and 4.02(D) for such calendar
        year, as determined and certified by Landlord (the "Landlord's
        Statement") and such Landlord's Statement shall be binding upon Landlord
        and Tenant, except as provided in Section 4.04 below. If the amount of
        the actual Tax Adjustment, Insurance Adjustment or Operating Expense
        Adjustment is more than the estimated payments for the Tax Adjustment,
        Insurance Adjustment or Operating Expense Adjustment for such calendar
        year made by Tenant, Tenant shall pay the deficiency to Landlord upon
        receipt of Landlord's Statement. If the amount of the actual Tax
        Adjustment, Insurance Adjustment or Operating Expense Adjustment is less
        than the estimated payments for such calendar year made by Tenant, any
        excess shall be credited against Rent (as hereinafter defined) next
        payable by Tenant under this Lease or, if the Lease Term has expired,
        any excess thereof shall be paid to Tenant. No delay in providing the
        statements described in this Section 4.03(B) shall act as a waiver of
        Landlord's right to payment under Sections 4.02(B), 4.02(C) or 4.02(D)
        above. Notwithstanding the foregoing, Tenant's right to receive any
        credit or payment pursuant to the preceding sentences of this Section
        4.03(B) is conditioned on this Lease being in full force and effect and
        Tenant not being in default under this Lease on the date such credit or
        payment is due.

                (C) If this Lease shall terminate on a day other than the end of
        a calendar year, the amount of the Tax, Operating Expense and Insurance
        Adjustments to be paid pursuant to Sections 4.02(B), 4.02(C) and 4.02(D)
        that is applicable to the calendar year in which such termination occurs
        shall be prorated on the basis of the number of days from January 1 of
        the calendar year to the termination date bears to 365. The
        termination of this Lease shall not affect the obligations of Landlord
        and Tenant pursuant to Sections 4.03(B) and 4.03(C) to be performed
        after such termination.

        4.04 Review of Landlord's Statement. Provided this Lease is in full
force and effect and that Tenant is not then in default under this Lease and
provided further that Tenant strictly complies with the provisions of this
Section 4.04, Tenant shall have the right, once each calendar year, to
reasonably review supporting data for any portion of a Landlord's Statement
that Tenant claims in incorrect, in accordance with the following procedure:

                (A) Tenant shall, within ten (10) business days after any such
        Landlord's Statement is delivered, deliver a written notice to Landlord
        specifying the portions of the Landlord's Statement that are claimed to
        be incorrect, and Tenant shall simultaneously pay to Landlord all
        amounts due from Tenant to Landlord as specified in the Landlord's
        Statement. Except as expressly set forth in subsection (C) below, in no
        event shall Tenant be entitled to withhold, deduct, or offset any
        monetary obligation of Tenant to Landlord under the Lease (including
        without limitation, Tenant's obligation to make all payments of Base

                                      -3-

        Rent including the CPI Adjustment and all payments of Tenant's Tax,
        Operating Expense and Insurance Adjustments) pending the completion of
        and regardless of the results of any review of records under this 
        Section 4.04. The right of Tenant under this Section 4.04 may only be
        exercised once for any Landlord's Statement, and if Tenant fails to meet
        any of the above conditions as a prerequisite to the exercise of such
        right, the right of Tenant under this Section 4.04 for a particular
        Landlord's Statement shall be deemed waived.

                (B) Tenant acknowledges that Landlord maintains its records for
        the Building at Landlord's manager's corporate offices and Tenant agrees
        that any review of records under this Section 4.04 shall be at the sole
        expense of Tenant and shall be conducted by an independent firm of
        certified public accountants of national standing. Tenant acknowledges
        and agrees that any records reviewed under this Section 4.04 constitute
        confidential information of Landlord, which shall not be disclosed to
        anyone other than the accountants performing the review and the
        principals of Tenant who receive the results of the review. The
        disclosure of such information to any other person, whether or not
        caused by the conduct of Tenant, shall constitute a material breach of
        this Lease.

                (C) Any errors disclosed by the review shall be promptly
        corrected by Landlord, provided, however, that if Landlord disagrees
        with any such claimed errors, Landlord shall have the right to cause
        another review to be made by an independent firm of certified public
        accountants of national standing. In the event of a disagreement between
        the two accounting firms, the review that discloses the least amount of
        deviation from the Landlord's Statement shall be deemed to be correct.
        In the event that the results of the review of records (taking into
        account, if applicable, the results of any additional review caused by
        Landlord) reveal that Tenant has overpaid obligations for a preceding
        period, the amount of such overpayment shall be credited against
        Tenant's subsequent installment obligations to pay the estimated Tax,
        Operating Expenses and Insurance Adjustments. In the event that such
        results show that Tenant has underpaid its obligations for a preceding
        period, Tenant shall be liable for Landlord's actual accounting fees,
        and the amount of such underpayment shall be paid by Tenant to Landlord
        with the next succeeding installment obligation of estimated Tax,
        Operating Expense and Insurance Adjustments.

        4.05 Payments. Concurrently with the execution hereof, Tenant shall pay
Landlord Base Rent for the first calendar month of the Lease Term. Thereafter
the Base Rent described in Section 1.07, as adjusted in accordance with Section
4.02, shall be payable in advance on the first day of each calendar month. If
the Commencement Date is other than the first day of a calendar month, the
prepaid Base Rent for such partial month shall be prorated in the proportion
that the number of days this Lease is in effect during such partial month bears
to the total number of days in the calendar month. 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 Landlord's office in the
Building or to such other person or at such other place as 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. 

        4.06 Late Charge; Interest. Tenant acknowledges that the late payment of
Base Rent or any other amounts payable by Tenant to Landlord hereunder (all of
which shall constitute additional rent to the same extent as Base Rent) will
cause Landlord to incur administrative costs and other damages, the exact
amount of which would be impracticable or extremely difficult to ascertain.
Landlord and Tenant agree that if Landlord does not receive any such payment on
or before ten (10) business days after the date the payment is due, Tenant
shall pay to Landlord, as additional rental, (a) a late charge equal to five
percent (5%) of the overdue amount to cover such additional administrative
costs; and (b) interest on the delinquent amounts at the lesser of the maximum
rate permitted by law if any or twelve percent (12%) per annum from the date
due to the date paid.

        4.07 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 Base Rent and Rent Adjustments, shall sometimes be referred
to in this Lease as "Rent".

        4.08 Additional Taxes. In addition to the Rent and other charges to be
paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for all
taxes payable by or imposed upon Landlord upon or with respect to; any fixtures
or personal property located in the Premises; any leasehold improvements made
in or to the Premises by or for Tenant; the Rent payable hereunder, including,
without limitation, any gross receipts tax, license fee or excise tax levied by
any governmental authority; the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy of any portion of the
Premises (including, without limitation, any applicable possession interest
taxes); or this transaction or any document to which Tenant is a party creating
or transferring an interest or an estate in the Premises.

                         ARTICLE V -- SECURITY DEPOSIT

        5.01 Upon the execution of this Lease, Tenant shall deposit with
Landlord the Security Deposit described in Section 1.09 above. The Security
Deposit is made by Tenant to secure the faithful performance of all the terms,
covenants and conditions of this Lease to be performed by Tenant. If Tenant
shall default with respect to any covenant or provision hereof, Landlord may
use, apply or retain all or any portion of the Security Deposit to cure such
default or to compensate Landlord for any loss or damage which Landlord may
suffer thereby. If Landlord so uses or applies all or any portion of the
Security Deposit, Tenant shall immediately upon written demand deposit cash
with Landlord in an amount sufficient to restore the Security Deposit to the
full amount hereinabove stated. Landlord shall not be required to keep the
Security Deposit separate from its general accounts and Tenant shall not be
entitled to interest on the Security Deposit. Within thirty (30) days after the
expiration of the Lease Term and the vacation of the Premises by Tenant, the
Security Deposit, or such part as has not been applied to cure the default,
shall be returned to Tenant. In the event of any bankruptcy or other proceeding
initiated by or against Tenant, it is agreed that all such Security Deposit
held hereunder shall be deemed to be applied by Landlord to rent, sales tax,
and all other charges due from Tenant to Landlord for the last month of the
Term and each preceding month until such Security Deposit is fully applied.

6.02  COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS.

        (A)  Tenant shall cause the Premises to comply in all material respects
with all laws, ordinances, regulations and directives of any governmental
authority having jurisdiction including without limitation any certificate of
occupancy and 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; (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 the
Building; or (f) violates the Rules and Regulations described in Article XX.

        (C)  In addition to any other amounts payable by Tenant to Landlord
hereunder, Tenant shall pay to Landlord, as and when billed to Tenant and as
additional rental, Tenant's Percentage Share of the cost of any improvements,
capital expenditures, repairs or replacements to the Building, or any equipment
or machinery used in connection with the Building, if any such item is required
under any Applicable Law which was not applicable to the Building at the time
the Building was constructed; provided, however, that any such costs which are
properly charged to a capital account shall not be payable in a single year but
shall instead be amortized over their useful lives, as determined by the
Landlord in accordance with generally acceptable accounting principles, and
only the annual amortization amount (prorated based on the number of days of
the Lease term in the calendar year) shall be payable by the Tenant with
respect to any calendar year.

6.03  HAZARDOUS MATERIALS.

        (A)  No Hazardous Materials (as defined herein) shall be Handled (as
defined herein) upon, about, above or beneath the Premises or any portion of
the Building by or on behalf of a Responsible Party (as defined herein), unless
the Hazardous Materials are listed in Exhibit D hereto and then only in the
quantities listed in the exhibit. Any such Hazardous Materials so Handled, or
the presence of which is a result of the act or omission of a Responsible Party,
shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing,
normal quantities of those Hazardous Materials customarily used in the conduct
of general administrative and executive office activities (e.g., copier fluids
and cleaning supplies) may be Handled at the Premises without Landlord's prior
written consent. Tenant's Hazardous Materials shall be Handled at all times in
compliance with all applicable Environmental Laws (as defined herein).

        (B)  Notwithstanding the obligation of Tenant to indemnify Landlord
pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly
take all actions required by any federal, state or local governmental agency or
political subdivision, or necessary for Landlord to make full economic use of
the Premises or any portion of the Building, which requirements or necessity
arises from the Handling of Tenant's Hazardous Materials upon, about, above or
beneath the Premises or any portion of the Building. Such actions shall
include, but not be limited to, the investigation of the environmental
condition of the Premises or any portion of the Building, the preparation
of any feasibility studies or reports and the performance of any cleanup,
remedial, removal or restoration work. Tenant shall take all actions
necessary to restore the Premises or any portion of the Building to the
condition existing prior to the introduction of Tenant's Hazardous Materials,
notwithstanding any less stringent standards or remediation allowable under
applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's
written approval prior to undertaking any actions required by this Section,
which approval shall not be unreasonably withheld so long as such actions
would not potentially have a material adverse long-term or short-term effect
on the Premises or any portion of the Building.

        (C)  "Environmental Laws" means and includes all now and hereafter
existing statutes, laws, ordinances, codes, regulations, rules, rulings,
orders, decrees, directives, policies and requirements by any federal, state or
local governmental authority regulating, relating to, or imposing liability or
standards of conduct concerning public health and safety or the environment.

        (D)  "Hazardous Materials" means: (a) any material or substance: (i)
which is defined or becomes defined as a "hazardous substance," "hazardous
waste," "infectious waste," "chemical mixture or substance," or "air pollutant"
under Environmental Laws; (ii) containing petroleum, crude oil or any fraction
thereof; (iii) containing polychlorinated biphenyls (PCB's); (iv) containing
asbestos; (v) which is radioactive; (b) any other material or substance
displaying toxic, reactive, ignitable or corrosive characteristics, as all such
terms are used in their broadest sense, and are defined or become defined by
Environmental Laws, or (c) materials which cause a nuisance upon or waste to
the Premises or any portion of the Building.

                                        -5-

                (E)  "Handle," "handle," "Handled," "handled," "Handling" or
        "handling" shall mean any installation, handling, generation, storage,
        treatment, use, disposal, discharge, release, manufacture, refinement,
        presence, migration, emission, abatement, removal, transportation, or
        any other activity of any type in connection with or involving Hazardous
        Materials.

                (F)  "Responsible Party" shall mean Tenant, its subtenants and
        its assignees, and their respective contractors, clients, directors,
        employees, agents, and invitees, or any of them, as the case may be.

                (G)  Tenant agrees to maintain only the Hazardous Materials
        listed in Schedule 1 to Exhibit D in the Premises and in or at the
        Building and only in the quantities listed in Schedule 1 to Exhibit D.
        Tenant also agrees that changes to the type and quantities of such
        Tenant's Hazardous Materials may be done only with the prior written
        consent of the Landlord, which consent shall not be unreasonably
        withheld. Tenant further agrees that Landlord shall have the right to
        inspect the Premises to verify the types and quantities of the materials
        stored therein.

                (H)  Tenant agrees to execute affidavits, representations and
        the like from time to time at Landlord's request conveying Tenant's best
        knowledge and belief regarding the presence of Hazardous Materials in
        the Premises or in or at the Building.

                      ARTICLE VII - UTILITIES AND SERVICES

        7.01    Services.  Landlord shall provide the normal utility service
connection into the Premises and Tenant, at its sole expense, shall arrange
with the appropriate utility company to install all necessary connections and
without fail to 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. Tenant shall pay for all water, gas, heat, light, power,
sweeping and other janitorial services, rubbish and trash disposal, sewer and
any other utilities and services supplied in, about or related to the Premises,
together with any taxes thereon, connection charges and deposits, and also
shall pay for all electrical light bulbs, lamps and tubes in connection
therewith. If any such utilities and services are not separately metered to
Tenant, Tenant shall pay a reasonable portion to be determined by Landlord of
all charges jointly metered with other premises. Landlord reserves the right
during the Term of this Lease to grant easements or 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. Landlord shall not be required
to pay for any service, supplies or upkeep in connection with the Premises.
Tenant shall 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 tenants in the Building and which shall be
appropriately labeled upon the termination of this Lease.

        Any amounts which Tenant is required to pay to Landlord pursuant to
this Section 7.01 shall be payable upon demand by Landlord and shall constitute
additional rent or Rent under 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 described in Section 7.01, 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 Base Rent and additional rental 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 VIII - MAINTENANCE AND REPAIRS

        8.01    Landlord's Obligations.

                (A)  During the Lease Term, Landlord shall, at its expense, 
        maintain only the roof, foundation and the structural soundness of the
        exterior walls (excluding all windows, plate glass, doors and pest
        control and extermination) of the portion of the Building containing the
        Premises in good repair and condition except for reasonable wear and
        tear. Landlord also shall maintain, at its expense, subject to
        reimbursement as part of Operating Expenses, the downspouts and fire
        safety sprinkler system of the Building. 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, except as otherwise expressly provided in this Lease, for any
        damage or inconvenience. Tenant shall not be entitled to any abatement
        or reduction of Rent by reason of any repairs, alterations or additions
        made by Landlord under this Lease.

                (B)  Tenant shall, at its sole cost, pay for any damage to the
        roof, foundation and/or external walls caused by any act, omission,
        negligence or fault of Tenant or any employee, agent or contractor of
        Tenant.

                                      -6-

                (C)     Landlord shall not be liable to Tenant, except as
        otherwise expressly provided in this Lease, for any damage or
        inconvenience. Tenant shall not be entitled to any abatement or
        reduction of Rent by reason of any repairs, alterations or additions
        made by Landlord under this Lease.

        8.02    TENANT'S OBLIGATIONS. During the Lease Term, Tenant shall, at
its risk and at its own sole cost and expense, maintain all other parts of the
Building and other improvements in or on the Premises in good repair and
condition (including all necessary replacements), including, but not limited
to, heating, ventilation and air conditioning systems, all glass elements,
doors (including dock doors), dock bumpers, regular mowing of any grass,
trimming, weed removal, regular removal of debris and, if applicable, Tenant
shall pay Tenant's Percentage Share with respect to Operating Expenses of
maintenance expense for any spur railroad track serving the Premises, and
Tenant agrees to sign a joint maintenance agreement with the railroad company
servicing the Premises, if requested by such railroad company. Tenant shall
repaint the exterior doors or other exposed parts of the Building which
reasonably require periodic repainting to prevent deterioration. However, in a
multi-occupancy Building, Landlord reserves the right to perform lawn and other
common area maintenance (including, without limitation, exterior painting) and
in such instance Tenant agrees to pay Landlord for lawn and other common area
maintenance (including, without limitation, exterior painting) based on
Tenant's Percentage Share with respect to Operating Expenses. Tenant shall take
good care of all property and its fixtures, including all landscaping, and
suffer no waste. Tenant shall perform, as and when necessary, extermination for
pests including, but not limited to, roaches, rodents and termites. Should
Tenant neglect to keep and maintain the Premises as required herein, the
Landlord shall have the right, but not the obligation, to have the work done
and any reasonable costs plus a ten percent (10%) overhead charge therefor
shall be charged to Tenant as additional rental and shall become payable by
Tenant with the payment of the rental next due under this Lease. In connection
with Tenant's maintenance and repair of the heating, ventilation and air
conditioning systems, Tenant shall provide Landlord during the Term of this
Lease and any renewal hereof with a duplicate original of a maintenance
contract, in form and substance acceptable to Landlord, with an HVAC
maintenance firm acceptable to Landlord. Further, Tenant shall be responsible
for, and upon demand by Landlord shall promptly reimburse Landlord for, any
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 on demand.

        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, repairs and replacements 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 and upon notice to Tenant except in an emergency
in which event no notice shall be required, 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 IX - 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.
Landlord may impose as a condition to such consent such requirements as
Landlord in its sole discretion deems necessary or desirable including without
limitation: Tenant's submission to Landlord, for Landlord's prior written
approval, of all plans and specifications relating to the Alterations;
Landlord's prior written approval of the time or times when the Alterations are
to be performed; Landlord's prior written approval of the contractors and
subcontractors performing work in connection with the Alterations; Tenant's
receipt of all necessary permits and approvals from all governmental
authorities having jurisdiction over the Premises prior to the construction of
the Alterations; Tenant's written notice of whether the Alterations include the
Handling of any Hazardous Materials, pursuant to Section 6.03; Tenant's
delivery to Landlord of such bonds and insurance as Landlord shall reasonably
require; and Tenant's payment to Landlord of all costs and expenses incurred by
Landlord because of Tenant's Alterations, including but not limited to costs
incurred in reviewing the plans and specifications for, and the progress of,
the Alterations.

        9.02    PERFORMANCE OF ALTERATIONS WORK.  All work relating to the
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 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.

                                      -7-

        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.
Further, Tenant shall give Landlord not less than seven (7) business days prior
written notice before commencing any Alterations in or about the Premises to
permit Landlord to post appropriate notices of non-responsibility. Tenant shall
also secure, prior to commencing any Alterations, at Tenant's sole expense, a
completion and lien indemnity bond satisfactory to Landlord for such work.
During the progress of such work, Tenant shall, upon Landlord's request,
furnish Landlord with sworn contractor's statements and lien waivers covering
all work theretofore performed. Tenant shall satisfy or otherwise discharge all
liens, stop notices or other claims or encumbrances within ten (10) days after
Landlord notifies Tenant in writing that any such lien, stop notice, claim or
encumbrance has been filed. 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 4.06 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. Tenant
shall not be required to remove any item of Work installed in the Premises
pursuant to the Work Letter attached as Exhibit B. 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; 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 X - INDEMNIFICATION AND INSURANCE

       10.01  Indemnification.  Tenant and Tenant's officers and directors
agree to protect, indemnify, hold harmless and defend Landlord and any
mortgagee or ground lessor, 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:

              (A)  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 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.

              (B)  any and all environmental damages which arise from: (i) the
       Handling of any Tenant's Hazardous Materials, as defined in Section 6.03
       or (ii) the breach of any of the provisions of this Lease. For the
       purpose of this Lease, "environmental damages" shall mean (a) all claims,
       judgments, damages, penalties, fines, costs, liabilities, and losses
       (including without limitation, diminution in the value of the Premises or
       any portion of the Building, damages for the loss of or restriction on
       the use of rentable or usable space or of any amenity of the Premises or
       any portion of the Building, and from any adverse impact of Landlord's
       marketing of space); (b) all reasonable sums paid for settlement of
       claims, attorneys' fees, consultants' fees and experts' fees; and (c) all
       costs incurred by Landlord in connection with investigation or
       remediation relating to the Handling of Tenant's Hazardous Materials,
       whether or not required by Environmental Laws, necessary for Landlord to
       make full economic use of the Premises or any portion of the Building, or
       otherwise required under this Lease. To the extent that Landlord is
       strictly liable under any Environmental Laws, Tenant's obligation to
       Landlord and the other indemnities under the foregoing indemnification
       shall likewise be without regard to fault on Tenant's part with respect
       to the violation of any Environmental Law which results in liability to
       the indemnitee. Tenant's obligations and liabilities pursuant to this
       Section 10.01 shall survive the expiration or earlier termination of this
       Lease.

              (C)  any and all testing or investigation as may be requested by
       any governmental agency or lender for the purpose of investigating the
       presence of Tenant's Hazardous Materials that may not be in compliance
       with Environmental Laws.

              (D)  Notwithstanding anything to the contrary contained herein,
       nothing shall be interpreted or used to in any way 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.

              (A)  At all times during the Lease Term, Tenant shall procure and
       maintain, at its sole expense, "all-risk" property insurance, in an
       amount not less than one hundred percent (100%) of the replacement cost
       covering (a) all leasehold improvements in and to the Premises which are
       made at the expense of Tenant; and (b) Tenant's trade fixtures, equipment
       and other personal property from time to

                                     - 8 -

     time situated in the Premises, including, without limitation, all floor and
     wall coverings. The proceeds of such insurance shall be used for the repair
     or replacement of the property so insured, except that if not so applied or
     if this Lease is terminated following a casualty, the proceeds applicable
     to the leasehold improvements shall be paid to Landlord and the proceeds
     applicable to Tenant's personal property shall be paid to Tenant.

          (B)     At all times during the Lease Term, Tenant shall procure and
     maintain business interruption insurance in such amount as will reimburse
     Tenant for direct or indirect loss of earnings attributable to all perils
     insured against in Section 10.02(A).

     10.03   Liability Insurance.

          (A)     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 agents, beneficiaries, partners, employees, and
     any deed of trust holder or mortgagee of Landlord or any ground lessor as
     additional insureds. (A list of the current persons and entities to be
     named as additional insureds is attached hereto as Exhibit E.) 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.

          (B)     Prior to the sale, storage, use or giving away of alcoholic
     beverages on or from the Premises by Tenant or another person, Tenant, at
     its own expense, shall obtain a policy or policies of insurance issued by a
     responsible insurance company and in a form acceptable to Landlord saving
     harmless and protecting Landlord and the Premises against any and all
     damages, claims, liens, judgments, expenses and costs, including actual
     attorney's fees, arising under any present or future law, statute, or
     ordinance of the State of Minnesota or other governmental authority having
     jurisdiction of the Premises, by reason of any storage, sale, use or giving
     away of alcoholic beverages on or from the Premises. Such policy or
     policies of insurance shall have a minimum combined single limit of
     $1,000,000 per occurrence and shall apply to bodily injury, fatal or
     nonfatal; injury to means of support; and injury to property of any person.
     Such policy or policies of insurance shall name the Landlord and its
     agents, beneficiaries, partners, employees and any mortgagee of Landlord or
     any ground lessor of Landlord as additional insureds. (A list of the
     current persons and entities to be named as additional insureds is attached
     hereto as Exhibit E.)

     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 of Minnesota, and Employers' Liability
insurance with a limit not less than $1,000,000 Bodily Injury Each Accident;
$1,000,000 Bodily Injury By Disease - Each Person; and $1,000,000 Bodily Injury
by Disease - Policy Limit.

     10.05  Automobile Liability Insurance.  At all times during the Lease Term,
Tenant shall provide and maintain, at its sole expense, commercial automobile
liability insurance including owned, non-owned and hired vehicles, applying to
the use of any vehicles arising out of the operations of Tenant. Such insurance
shall apply to bodily injury and property damage in a combined single limit of
not less than $1,000,000 per accident.

     10.06  Policy Requirements.  All insurance required to be maintained by
Tenant shall be issued by insurance companies authorized to do insurance
business in the State of Minnesota 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 X
shall be delivered to Landlord not less than thirty (30) days 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 deed of trust holder, mortgagee or ground lessor 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 X pursuant to blanket policies, but only if such
blanket policies expressly provide coverage to the Premises and the Landlord as
required by this Lease.

     10.07  Waiver of Subrogation.  Each party hereby waives any right of
recovery against the other for injury or loss covered by insurance, to the
extent of the injury or loss covered thereby. Any policy of insurance to be
provided by Tenant pursuant to this Article X shall contain a clause denying the
insurer any right of subrogation against Landlord.

     10.08  Failure to Insure.  If Tenant fails to maintain any insurance which
Tenant is required to maintain pursuant to this Article X, 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.

                       ARTICLE XI - 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 (exclusive of any Alterations
made to the Premises by Tenant) can be restored to its pre-existing condition
within two hundred forty (240) 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 (exclusive of any Alterations to the Premises made by
Tenant, which shall be promptly repaired by Tenant at its sole expense) and,
until such repairs are completed, the Rent shall be abated from the date of
damage or destruction in the same proportion that the rentable area of the
portion of the Premises which is unusable by Tenant in the conduct of its
business bears to the total rentable area of the Premises. If such repairs
cannot, in Landlord's opinion, be made within said two hundred forty (240) day
period, then
 
                                      -9-

Landlord may, at its option, exercisable by written notice given to Tenant
within thirty (30) days after the date of the damage or destruction, elect to
make the repairs within a reasonable time after the damage or destruction, in
which event this Lease shall remain in full force and effect but the Rent shall
be abated as provided in the preceding sentence; if Landlord does not so elect
to make the repairs, 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 XI, 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 two (2) years prior to the
Termination Date, exclusive of option periods. Further, Tenant's Rent shall not
be abated if either (i) the damage or destruction is repaired within five (5)
business days after Landlord receives written notice from Tenant of the
casualty, or (ii) Tenant, or any officers, partners, employees, agents or
invitees of Tenant, or any assignee or subtenant of Tenant, is, in whole or in
part, responsible for the damage or destruction.

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

                          ARTICLE XII --- 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.

        12.03  Temporary Taking.  No temporary taking of the Premises shall
terminate this Lease or entitle Tenant to any abatement of the Rent payable to
Landlord under this Lease; provided, further, that any award for such temporary
taking shall belong to Tenant to the extent that the award applies to any time
period during the Lease Term and to Landlord to the extent that the award
applies to any time period outside the Lease Term.

                           ARTICLE XIII -- RELOCATION

        13.01  Relocation.  Landlord shall have the right, at its option upon
not less than thirty (30) days prior written notice to Tenant, to relocate
Tenant and to substitute for the Premises described above other space in the
Building of approximately the same dimensions and size as the Premises
described in Section 1.02 above. If Tenant is already in occupancy of the
Premises, then Landlord shall also reimburse Tenant for Tenant's reasonable
moving and telephone relocation expenses and for reasonable quantities of new
stationery upon submission to Landlord of receipts for such expenditures
incurred by Tenant.

                    ARTICLE XIV -- ASSIGNMENT AND SUBLETTING

        14.01  Restriction.  Without the prior written consent of Landlord,
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, at Landlord's option, shall
constitute a material breach of this Lease. For purposes of this Section 14.01,
an assignment shall 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). Notwithstanding anything contained in
this Article XIV to the contrary, Tenant expressly covenants and agrees not to
enter into any lease, sublease, license, concession or other agreement for use,
occupancy or utilization of the Premises which provides for rental or other
payment for such use, occupancy or utilization based in whole or in part on the
net income or profits derived by any person from the property leased, used,
occupied or utilized (other than an amount based on a fixed percentage or
percentages of receipts or sales), and that any such purported lease,
sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use,
occupancy or utilization of any part of the Premises.
           
        14.02  Notice to Landlord.  If Tenant desires to assign this Lease or
any interest herein, or to sublet all or any part of the Premises, then at
least twenty (20) business days prior to the effective date of the proposed
assignment or subletting, Tenant shall submit to Landlord in connection with
Tenant's request for Landlord's consent:

               (A)      A statement containing (i) the name and address of the
proposed assignee or subtenant; (ii) such financial information with respect to
the proposed assignee or subtenant as Landlord shall reasonably require; (iii)
the type of use proposed for the Premises; and (iv) all of the principal terms
of the proposed assignment or subletting; and

               (B)      Four (4) originals of the assignment or sublease on a
form approved by Landlord and four (4) originals of the Landlord's Consent to
Sublease or Assignment and Assumption of Lease and Consent.

                                      -10-

        14.03   LANDLORD'S RECAPTURE RIGHTS.  Except in the event of Tenant's
corporate merger with another entity which merger also satisfies the
requirements of Section 14.04, at any time within twenty (20) business days
after Landlord's receipt of all (but not less than all) of the information and
documents described in Section 14.02 above, Landlord may, at its option by
written notice to Tenant, elect to: (a) sublease the Premises or the portion
thereof proposed to be sublet by Tenant upon the same terms as those offered
to the proposed subtenant; (b) take an assignment of the Lease upon the same
terms as those offered to the proposed assignee; or (c) terminate the Lease in
its entirety or as to the portion of the Premises proposed to be assigned or
sublet, with a proportionate adjustment in the Rent payable hereunder if the
Lease is terminated as to less than all of the Premises. If Landlord does not
exercise any of the options described in the preceding sentence, then, during
the above-described twenty (20) business day period, Landlord shall either
consent or deny its consent to the proposed assignment or subletting.

        14.04   LANDLORD'S CONSENT; STANDARDS.  Landlord's consent shall not be
unreasonably withheld; but, in addition to any other grounds for denial,
Landlord's consent shall be deemed reasonably withheld if, in Landlord's good
faith judgment: (i) the proposed assignee or subtenant does not have the
financial strength to perform its obligations under this Lease or any proposed
sublease; (ii) the business and operations of the proposed assignee or
subtenant are not of comparable quality to the business and operations being
conducted by other tenants in the Building; (iii) the proposed assignee or
subtenant intends to use any part of the Premises for a purpose not permitted
under this Lease; (iv) either the proposed assignee or subtenant, or any person
which directly or indirectly controls, is controlled by, or is under common
control with the proposed assignee or subtenant occupies space in the Building,
or is negotiating with Landlord to lease space in the Building; (v) the proposed
assignee or subtenant is disreputable; or (vi) the use of the Premises or the
Building by the proposed assignee or subtenant would, in Landlord's reasonable
judgment, significantly increase the pedestrian traffic in and out of the
Building or vehicular traffic in or to the Building or would require any
alterations to the Building to comply with applicable laws.

        14.05   ADDITIONAL RENT.  If Landlord consents to any such assignment or
subletting, all sums or other economic consideration received by Tenant in
connection with such assignment or subletting, whether denominated as rental
or otherwise, which exceeds, in the aggregate, the total sum which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to less than all of the Premises under a sublease) shall be paid to
Landlord as additional rent under the Lease without affecting or reducing any
other obligation of Tenant hereunder.

        14.06   LANDLORD'S COSTS.  If Tenant shall assign this Lease or shall
sublet all or any part of the Premises or shall request the consent of Landlord
to any assignment, subletting or other act, Tenant shall pay to Landlord as
additional rent Landlord's costs related thereto, including Landlord's
reasonable attorneys' fees and a minimum fee to Landlord of Five Hundred Dollars
($500.00). 

        14.07   CONTINUING LIABILITY OF TENANT.  Notwithstanding any assignment
or sublease, Tenant shall remain as fully and primarily liable for the payment
of Rent and for the performance of all other obligations of Tenant contained in
this Lease to the same extent as if the assignment or sublease had not
occurred; provided, however, that any act or omission of any assignee or
subtenant, other than Landlord, that violates the terms of this Lease shall be
deemed a violation of this Lease by Tenant.

        14.08   NON-WAIVER.  The consent by Landlord to any assignment or
subletting shall not relieve Tenant, or any person claiming through or by
Tenant, of the obligation to obtain the consent of Landlord, pursuant to this
Article XIV, to any further assignment or subletting. In the event of an
assignment or subletting, Landlord may collect rent from the assignee or the
subtenant without waiving any rights hereunder and collection of the rent from a
person other than Tenant shall not be deemed a waiver of any of Landlord's
rights under this Article XIV, an acceptance of assignee or subtenant as
Tenant, or a release of Tenant from the performance of Tenant's obligations
under this lease.

                       ARTICLE XV - DEFAULT AND REMEDIES
        
        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 pay Base Rent or make any other
        payment required to be made by Tenant hereunder as and when due and the
        continuation of such failure for ten (10) business days. 

                (C)     The making by Tenant of any assignment of this Lease or
        any sublease of all or part of the Premises, except as expressly
        permitted under Article XIV of this Lease.     

                (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 thirty (30) 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 thirty (30) day
        period, no default shall be deemed to exist if Tenant commences the
        curing of the default promptly within such thirty (30) day period and
        thereafter diligently prosecutes the same to completion and achieves the
        same within sixty (60) days after the occurrence of such default. The
        thirty (30) day 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. 

                                      -11-

        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 upon notice to Tenant to terminate this Lease or Tenant's right
to possession of the Premises without terminating this Lease, in which event
Landlord shall be entitled to receive from Tenant:

                (A)  The worth at the time of award of any unpaid Rent which
        had been earned at the time of such termination; plus

                (B)  The worth at the time of award of the amount by which the
        unpaid Rent which would have been earned after termination until the
        time of award exceeds the amount of such rental loss Tenant proves
        could have been reasonably avoided; plus

                (C)  The worth at the time of award of the amount by which the
        unpaid Rent for the balance of the term after the time of award exceeds
        the amount of such rental loss that Tenant proves could be reasonably 
        avoided; plus
        
                (D)  Any other 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

                (E)  At Landlord's election, such other amounts in addition to
        or in lieu of the foregoing as may be permitted from time to time by
        applicable law.

        As used in subparagraphs (A) and (B) above, "worth at the time of
award" shall be computed by discounting such amounts at the then highest lawful
rate of interest, but in no event to exceed one percent (1%) per annum plus the
rate established by the Federal Reserve Bank of Chicago on advances made to
member banks under Sections 13 and 13a of the Federal Reserve Act ("discount
rate") prevailing on the date of execution of this Lease by Landlord. As used
in paragraph (C) above, "worth at the time of award" shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of
Chicago at the time of award plus one percent (1%).

        15.03  Landlord's Right To Continue Lease Upon Tenant Default.  In the
event of a default of this Lease and abandonment of the Premises by Tenant, if
Landlord does not elect to terminate this Lease as provided in Section 15.02
above, Landlord may from time to time, without terminating this Lease, enforce
all of its rights and remedies under this Lease. Without limiting the
foregoing, Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due. Landlord may, but shall have no
obligation to re-let all or any part of the Premises. In the event Landlord at
its sole discretion elects to re-let the Premises, to the fullest extent
permitted by law, the proceeds of any reletting shall be applied first to pay
to Landlord all costs and expenses of such reletting (including without
limitation, costs and expenses of retaking or repossessing the Premises,
removing persons and property therefrom, securing new tenants, including
expenses for redecoration, alterations and other costs in connection with
preparing the Premises for the new tenant, and if Landlord shall maintain and
operate the Premises, the costs thereof) and receivers' fees incurred in
connection with the appointment of and performance by a receiver to protect the
Premises and Landlord's interest under this Lease and any necessary or
reasonable alterations; second, to the payment of any indebtedness of Tenant to
Landlord other than Rent due and unpaid hereunder; third, to the payment of
Rent due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of other or future obligations of Tenant to
Landlord as the same may become due and payable, and Tenant shall not be
entitled to receive any portion of such revenue.

        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,
other than Rent, 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 twelve percent (12%) 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 in the event of nonpayment as
in the case of default by Tenant in the payment of Rent.

        15.05  Default Under Other Leases.  If the term of any lease, other
than this Lease, heretofore or hereafter made by Tenant for any space in the
Building shall be terminated or terminable after the making of this Lease
because of any default by Tenant under such other lease, such fact shall
empower Landlord, at Landlord's sole option, 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 damages under the
indemnification clause or clauses contained in this Lease. No acceptance by
Landlord of a lesser sum than the Rent then due shall be deemed to be other
than on account of the earliest installment of such Rent due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent 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 such installment or pursue any other remedy in the Lease provided.
The delivery of keys to any employee of Landlord or to Landlord's agent or any
employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.

                                      -12-

        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 without terminating this Lease as provided in Section 15.02,
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 the 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
provision(s) 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 XVI -- 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 collecting Rent or otherwise seeking
enforcement against Tenant, its sublessees and assigns, 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.

                  ARTICLE XVII -- 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 and deeds of trust encumbering all or any part of
the Building or the underlying real estate; (iii) all past and future advances
made under any such mortgages or deeds of trust; and (iv) all renewals,
modifications, replacements and extensions of any such ground leases, master
leases, mortgages and deeds of trust; provided, however, that any lessor under
any such ground lease or master lease or any mortgagee or beneficiary under any
such mortgage or deed of trust shall have the right to elect, by written notice
given to Tenant, to have this Lease made superior in whole or in part to any
such ground lease, master lease, mortgage or deed of trust. Upon demand, Tenant
shall execute, acknowledge and deliver any instruments reasonably requested by
Landlord or any such lessor, mortgagee or beneficiary to effect the purposes of
this Section 17.01. Such instruments may contain, among other things,
provisions to the effect that such lessor, mortgagee or beneficiary (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 be 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; (iii) not be liable for the return of any security
deposit under the Lease unless the same shall have actually been deposited with
such Successor Landlord; and (iv) 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 of person taking title to the Building by reason
of the termination of any superior lease or the foreclosure of any superior
mortgage or deed of trust, 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 Mortgage 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 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, as aforesaid, 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.

                        ARTICLE XVIII -- 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.

                                      -13-

                             ARTICLE XIX - PARKING

        19.01 Tenant, its employees and invitees, are hereby granted the
non-exclusive privilege to use parking spaces available to the Building. Tenant
shall abide by all rules and regulations regarding the use of the parking area
as may now exist or as may hereinafter be promulgated by Landlord. Landlord
reserves the right to modify, restripe and otherwise change the location of
drives, parking spaces and parking area available to the Building. Landlord may,
but shall have no obligation to, designate certain parking spaces for trucks,
handicapped persons or designated tenants as Landlord, in its sole discretion,
may deem necessary for the professional and 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, 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 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' truck/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 tenants. At no
time shall the parking of any vehicle be permitted in the fire lanes or
handicapped parking areas servicing the Building.

                       ARTICLE XX - RULES AND REGULATIONS

        20.01 The Rules and Regulations attached hereto as Exhibit F are hereby
incorporated by reference herein and made a part hereof. Tenant shall abide by,
and faithfully observe and comply with the Rules and Regulations and any
reasonable and non-discriminatory amendments, modifications and/or additions
thereto as may hereafter be adopted and published by written notice to tenants
by Landlord for the safety, care, security, good order and/or cleanliness of the
Premises and/or the Building. Landlord shall not be liable to Tenant for any
violation of such rules and regulations by any other tenant or occupant of the
Building.

                      ARTICLE XXI - ESTOPPEL CERTIFICATES

        21.01 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 compromising 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 no rent has been paid more than thirty (30) days in
advance; that the first month's Base Rent has been paid; that Tenant is entitled
to no free Rent or other concessions except as stated in this Lease; that Tenant
has not been notified of any previous assignment of Landlord's or any
predecessor landlord's interest under this Lease; the dates of which Base Rent,
additional rental and other charges have been paid; that Tenant, as of the date
of such certificate, has no charge, lien or claim of setoff under this Lease or
otherwise against Base Rent, additional rental or other charges due or to become
due 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 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 Tenants behalf, which statement shall be
binding on Tenant to the same extent as if executed by Tenant.

                        ARTICLE XXII - 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. As provided for in clause (xiii) of
Section 27.19 of this Lease, Landlord shall at all times have the right, but not
the obligation, to obtain from 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 Premises. Such entry by Landlord shall not 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.

                                      -14-

                                 ARTICLE XXIII

                  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 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 or of
its constituent partners; 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, Heitman/JMB Advisory Corporation, Heitman Properties Ltd. or
Heitman Minnesota Management Inc., or against any of their respective
directors, officers, employees, agents, constituent partners, beneficiaries,
trustees or representatives.

        It is expressly understood and agreed by and between the parties
hereto, anything herein to the contrary notwithstanding, that each and all of
the representations, warranties, covenants, undertakings and agreements herein
made on the part of Landlord while in form purporting to be the
representations, warranties, covenants, undertakings and agreements of Landlord
are nevertheless each and every one of them made and intended, not as personal
representations, warranties, covenants, undertakings and agreements by Landlord
or for the purpose or with the intention of binding Landlord personally, but
are made and intended for the purpose only of subjecting Landlord's interest in
Landlord's Real Estate to the terms of this Lease and for no other purpose
whatsoever, and in case of default hereunder by Landlord (or default through,
under or by any of its beneficiaries, or agents or representatives of said
beneficiaries), the Tenant shall look solely to the Landlord's interest in
Landlord's Real Estate.

        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 XXIV - 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. During such holdover period, Tenant shall pay to
Landlord a monthly rental equivalent to one hundred fifty percent (150%) of the
Rent payable by Tenant to Landlord with respect to the last month of the Lease
Term. The monthly rent payable for such holdover period shall in no event be
construed as a penalty or as liquidated damages for such retention of
possession. Without limiting the foregoing, Tenant hereby agrees to indemnify,
defend and hold harmless Landlord, its beneficiary, and their respective
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 XXV - 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 XXVI - BROKERS

        26.01   The parties recognize as the broker(s) who procured this Lease
the firm(s) specified in Section 1.13 and agree that Landlord shall be solely
responsible for the payment of any brokerage commissions to said broker(s), and
that Tenant shall have no responsibility therefor unless written provision to
the contrary has been made a part of this Lease. If Tenant has dealt with any
other person or real estate broker in respect to leasing, subleasing or renting
space in the Building, Tenant shall be solely responsible for the payment of
any fee due said person or firm and Tenant shall protect, indemnify, hold
harmless and defend Landlord from any liability in respect thereto.

                         ARTICLE XXVII - 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.

                                      -15-

        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 the Lease shall survive the termination of the
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 of Minnesota.

        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.

        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  NUMBER AND GENDER.  All terms and words used in this Lease,
regardless of the number or gender in which they are used, shall be deemed to
include the appropriate number and gender, as the context may require.

        27.13  TIME IS OF THE ESSENCE.  Time is of the essence of this Lease
and the performance of all obligations hereunder.

        27.14  JOINT AND SEVERAL LIABILITY.  If Tenant comprises more than one
person or entity, or if this Lease is guaranteed by any party, all such persons
shall be jointly and severally liable for payment of rents and the performance
of Tenant's obligations hereunder.

        27.15  EXHIBITS AND SCHEDULES.  Exhibits A (Outline of Premises), B
(Work Letter Agreement), C (Suite Acceptance Letter), D (Tenant Operations
Inquiry), E (List of Additional Insureds), F (Rules and Regulations) and G
(Guaranty), and Schedule 1 to Exhibit D (List of Permissible Hazardous Materials
and Quantities) are incorporated into this Lease by reference and made a part
hereof. 

        27.16  OFFER TO LEASE.  The submission of this Lease to Tenant or its
broker or other agent, does not constitute an offer to Tenant to lease the
Premises. This Lease shall have no force and effect until (a) it is executed
and delivered by Tenant to Landlord and (b) it is fully reviewed and executed
by Landlord; provided, however, that, upon execution of this Lease by Tenant
and delivery to Landlord, such execution and delivery by Tenant shall, in
consideration of the time and expense incurred by Landlord in reviewing the
Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises
upon the terms and conditions set forth herein (which offer to Lease shall be
irrevocable for twenty (20) business days following the date of delivery).

        27.17  WAIVER: NO COUNTERCLAIM: CHOICE OF LAWS.  To the extent
permitted by applicable law, Tenant hereby waives the right to a jury trial in
any action or proceeding regarding this Lease and the tenancy created by this
Lease. It is mutually agreed that in the event Landlord commences any
summary proceeding for non-payment of Rent, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding. In
addition, Tenant hereby submits to local jurisdiction in the State of Minnesota
and agrees that any action by Tenant against Landlord shall be instituted in
the State of Minnesota and that Landlord shall have personal jurisdiction over
Tenant for any action brought by Landlord against Tenant in the State of
Minnesota. To the extent permitted by applicable law, Tenant hereby waives any
and all rights of redemption granted by any present or future laws.

        27.18  ELECTRICAL SERVICE TO THE PREMISES.  Anything set forth in
Section 7.01 or elsewhere in this Lease to the contrary notwithstanding,
electricity to the Premises shall not be furnished by Landlord, but shall be
furnished by the approved electric utility company serving the Building.
Landlord shall permit Tenant to receive such service directly from such utility
company at Tenant's cost (except as otherwise provided herein) and shall permit
Landlord's wire and conduits, to the extent available, suitable and safely
capable, to be used for such purposes.

                                      -16-

        27.19  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 or giving rise to any claim for
set-off or abatement of Rent: (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 prohibit the placement of vending or
dispensing machines of any kind in or about the Premises other than for use by
Tenant's employees; (viii) to prohibit the placement of video or other
electronic games in the Premises; (ix) to have access for Landlord and other
tenants of the Building to any mail chutes and boxes located in or on the
Premises according to the rules of the United States Post Office; (x) 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; (xi) to install,
operate and maintain security systems which monitor, by close circuit
television or otherwise, all persons entering or leaving the Building; (xii) to
install and maintain pipes, ducts, conduits, wires and structural elements
located in the Premises which serve other parts or other tenants of the
Building; and (xiii) to retain at all times master keys or pass keys to the
Premises. See Addendum.

        27.20  TENANT OPERATIONS INQUIRY.  As a material inducement to Landlord
to enter into this Lease (i) Tenant has completed Exhibit D hereto, and (ii)
Tenant represents and warrants to Landlord that Exhibit D is true and correct
in all material respects and is not misleading.

        27.21  GUARANTY.  Simultaneously with execution and delivery of this
Lease, the Guarantors shall execute and deliver to Landlord the Guaranty in the
form and content of Exhibit G hereto.

                       ARTICLE XXVIII - FLOOR LOAD LIMITS

        28.01  FLOOR LOAD LIMITS.  Tenant shall not place a load upon any floor
of the Premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and
mechanical equipment in the Building. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in
Landlord's judgment, to absorb and prevent vibration, noise and annoyance to
occupants of the complex of adjacent property.

                         ARTICLE XXIX - LANDLORD'S LIEN

        29.01  LANDLORD'S LIEN.  As security for Tenant's payment of Rent,
damages and all other payments required to be made by this Lease, Tenant hereby
grants to Landlord a lien upon all property of Tenant now or subsequently
located upon the Premises. If Lessee abandons or vacates any substantial
portion of the Premises or is in default in the payment of any rentals, damage
or other payments required to be made by this Lease, Landlord may take any
action it deems necessary and may be available to it under the laws of the
State of Minnesota. The proceeds of the sale of the personal property shall be
applied by Landlord toward the cost of the sale and then toward the payment of
all sums then due by Tenant to Landlord under the terms of this Lease.

                      ARTICLE XXX - UNIFORM COMMERCIAL CODE

        30.01  UNIFORM COMMERCIAL CODE.  To the extent, if any, this Lease
grants Landlord any lien or lien rights greater than provided by the laws of
the State of Minnesota pertaining to "Landlord's Liens", this Lease is intended
as and constitutes a security agreement within the meaning of the Uniform
Commercial Code as in effect in the State of Minnesota. Landlord, in addition
to the rights prescribed in this Lease, shall have a lien upon, and Tenant
grants to Landlord an interest in, all of Tenant's property now or hereafter
located upon the Premises, including without limitation all of Tenant's
equipment, inventory, fixtures, accounts, general intangibles and other items
of personal property or fixtures located upon the Premises whether now owned or
hereafter acquired, and all additions, substitutions, replacements and
accessions thereto, and all proceeds of the foregoing, to secure the payment to
Landlord of the various amounts provided in this Lease. The Tenant agrees to
and shall execute and deliver to Landlord such "Financing Statements,"
continuation statements, and provide such further assurances as Landlord may
from time to time consider necessary or desirable to create, perfect and
preserve the lien and security interest described above and all additions,
substitutions, replacements and accessions thereto, and all proceeds of its or
their sale or other disposition. The Landlord, at the expense of Tenant, may
cause such Financing Statements, continuation statements, and assurances to be
recorded and re-recorded, filed and re-filed, and renewed or continued, at such
times and places as may be required or permitted by law to create, perfect and
preserve such liens and security interests. In the event Tenant fails to
promptly execute and return to Landlord such Financing Statements or
continuation statements as Landlord may request to create, preserve and perfect
its lien, Tenant shall and does hereby designate Landlord to act as Tenant's
agent for the sole and limited purpose of executing and filing such Financing
Statements or continuation statements and any such execution by Landlord
pursuant to this Lease shall be effective and binding upon Tenant as though
executed originally by Tenant, and under such circumstances Tenant authorizes
Landlord to sign such financing and continuation statements. Tenant's
designation of Landlord as agent hereunder shall not be subject to revocation
until this Lease is terminated.

NOTE:   Need to file UCC-1 Financing Statement describing such collateral in
        Secretary of State's office and county recorder

        AND UCC-2 Financing Statement (fixtures), with legal description
        attached, with the county recorder.

                                      -17-

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

TENANT:                                 LANDLORD:

DYNAMIC HEALTHCARE                      MBP PARTNERS, an Illinois general 
TECHNOLOGIES, INC.,                         partnership
a Florida corporation
                                        By:  HEITMAN/JMB ADVISORY CORPORATION,
                                             an Illinois corporation, its duly
                                             authorized agent and attorney-in-
                                             fact

By: /s/  SIG ILLEGIBLE                  By: /s/  SIG ILLEGIBLE
   ------------------------                -------------------------------

Its: VP Finance, CFO                    Its: Vice President
    -----------------------                -------------------------------
ATTEST:

/s/ Gail E. Carter                      
- --------------------------
    Gail E. Carter

WITNESSES:                              WITNESSES:

/s/ Jane Karangu                        /s/ Eva Kovacs
- --------------------------              ----------------------------
    Jane Karangu                            Eva Kovacs

                                      -18-

                                ADDENDUM
                          TO INDUSTRIAL LEASE
                           DATED JULY 2, 1996
                  BETWEEN MBP PARTNERS ("Landlord") and
             DYNAMIC HEALTHCARE TECHNOLOGIES, INC. ("Tenant")

        The provisions of this Addendum shall modify and amend the hereinafter
specified provisions of, and otherwise supplement, the above-described Lease
as follows:

        1.  New Lease. As of the date of this Lease, Tenant is in possession of
the Premises (and additional adjacent premises described in this Addendum and
depicted on Exhibit A as the "Additional Space") pursuant to the terms of that
certain Standard Warehouse Lease dated July 20, 1990, as amended ("Prior
Lease"). The parties acknowledge that the tenant pursuant to the Prior Lease was
Dimensional Medicine, Inc., a Minnesota corporation, which is a predecessor by
merger of Tenant. As of the Commencement Date of this Lease, Landlord and Tenant
agree that the Prior Lease is and shall be terminated. Accordingly, Landlord and
Tenant agree that  this Lease shall be controlling during the entire Lease Term
described in Section 3.01. Tenant further acknowledges that, except as expressly
set forth in this Lease, Landlord shall not be obligated to provide any
inducements or allowances with regards to the Premises.

        2.  Occupancy During Construction. During Landlord's construction of
the Work pursuant to the Work Letter attached to the Lease as Exhibit B, Tenant
shall vacate the Premises and may operate its business in and from the
Additional Space. Upon completion of the Work pursuant to Exhibit B, Tenant
shall vacate the Additional Space and occupy only the Premises from that time
through the end of the Term. Tenant shall cooperate with Landlord during
Landlord's construction of the Work so as to not delay Landlord's completion of
construction in any manner whatsoever.

        3.  Rights Reserved by Landlord. Section 27.19 of the Lease is hereby
amended to require Landlord to provide notice to Tenant prior to Landlord's
actions described in subsections (i), (iii), (v), (vii), (viii), (x) and (xi)
of Section 27.19.

        IN AGREEMENT, Landlord and Tenant have executed this Addendum to
Industrial Lease as of the date and year first above written.

                                  LANDLORD:
                                        
                                  MBP PARTNERS,  
                                  an Illinois general partnership

                                  By: HEITMAN/JMB ADVISORY
                                  CORPORATION, an Illinois corporation,
                                  its duly authorized agent and attorney-in-fact
                                  
                                  By: signature illegible
                                     --------------------------------------
                                     Its: Vice President 

                                  TENANT:

                                  DYNAMIC HEALTHCARE TECHNOLOGIES
                                  INC., a Florida corporation

                                  By: signature illegible
                                     --------------------------------------
                                     Its: VP Finance, CFO 

                                   EXHIBIT A

                        Floor Plan or Layout of Premises

                         (Approximately 12,684 Sq.Ft.)

                            (Office 12,684 Sq.Ft.)

                             (Warehouse 0 Sq.Ft.)

                 Tenant:  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                          -------------------------------------

                                 [ILLUSTRATION]

#10901

12,684 Square Feet

Additional
Space

- --------------------------------------------------------------------------------

                       HEITMAN CENTRE AT BREN ROAD EAST I

                                   EXHIBIT B
                             WORK LETTER AGREEMENT

                            [Landlord Performs Work]
                                   [Turn Key]

        This Work Letter Agreement ("Work Letter") is executed simultaneously
with that certain Lease (the "Lease") between DYNAMIC HEALTHCARE TECHNOLOGIES,
INC., a Florida corporation, as "Tenant", and MBP PARTNERS, an Illinois general
partnership, as "Landlord", relating to demised premises ("Premises") at the
building commonly known as Bren Road East I, 10901 Bren Road, Minnetonka,
Minnesota (the "Building"), which Premises are more fully identified in the
Lease. Capitalized terms used herein, unless otherwise defined in this Work
Letter, shall have the respective meanings ascribed to them in the Lease.

        For and in consideration of the agreement to lease the Premises and the
mutual covenants contained herein and in the Lease, Landlord and Tenant hereby
agree as follows:

        1.  Tenant's Initial Plans; the Work.  Tenant desires Landlord to
perform certain leasehold improvement work in the Premises in substantial
accordance with the plan or plans (collectively, the "Initial Plan") prepared by
Sandra Martin & Associates dated March 15, 1996 and last revised May 3, 1996, a
copy or copies of which is/are attached hereto as Schedule I. Such work, as
shown in the Initial Plan and as more fully detailed in the Working Drawings (as
defined and described in Paragraph 2 below), shall be hereinafter referred to as
the "Work". Not later than June 15, 1996, Tenant shall furnish to Landlord such
additional plans, drawings, specifications and finish details as Landlord may
reasonably request to enable Landlord's architects and engineers to prepare
mechanical, electrical and plumbing plans and to prepare the Working Drawings,
including a final telephone layout and special electrical connection
requirements, if any. All plans, drawings, specifications and other details
describing the Work which have been or are hereafter furnished by or on behalf
of Tenant shall be subject to Landlord's approval, which Landlord agrees shall
not be unreasonably withheld. Landlord shall not be deemed to have acted
unreasonably if it withholds its approval of any plans, specifications, drawings
or other details or of any Additional Work (as defined in Paragraph 7 below)
because, in Landlord's reasonable opinion, the work, as described in any such
item, or the Additional Work, as the case may be: (a) is likely to adversely
affect Building systems, the structure of the Building or the safety of the
Building and/or its occupants; (b) might impair Landlord's ability to furnish
services to Tenant or other tenants in the Building; (c) would increase the cost
of operating the Building; (d) would violate any governmental laws, rules or
ordinance (or interpretations thereof); (e) contains or uses hazardous or toxic
materials or substances; (f) would adversely affect the appearance of the
Building; (g) might adversely affect another tenant's premises; (h) is
prohibited by any ground lease affecting the Building or any mortgage, trust
deed or other instrument encumbering the Building; or (i) is likely to be
substantially delayed because of unavailability or shortage of labor or
materials necessary to perform such work or the difficulties or unusual nature
of such work. The foregoing reasons, however, shall not be the only reasons for
which Landlord may withhold its approval, whether or not such other reasons are
similar or dissimilar to the foregoing. Neither the approval by Landlord of the
Work or the Initial Plan or any other plans, drawings, specifications or other
items associated with the Work nor Landlord's performance, supervision or
monitoring of the Work shall constitute any warranty by Landlord to Tenant of
the adequacy of the design for Tenant's intended use of the Premises.

        2.  Working Drawings.  If necessary for the performance of the Work
and not included as part of the Initial Plan attached hereto, Landlord shall
prepare or cause to be prepared final working drawings and specifications for
the Work (the "Working Drawings") based on and consistent with the Initial
Plan, and the other plans, drawings, specifications, finish details and other
information furnished by Tenant to Landlord and approved by Landlord pursuant
to Paragraph 1 above. So long as the Working Drawings are consistent with the
Initial Plan, Tenant shall approve the Working Drawings within three (3) days
after receipt of same from Landlord by initialing and returning to Landlord
each sheet of the Working Drawings or by executing Landlord's approval form
then in use, whichever method of approval Landlord may designate.

        3.  Performance of the Work.  Landlord, at its expense, shall cause the
Work to be performed using building standard materials, quantities and
procedures then in use by Landlord ("Building Standards"), except as may be
stated or shown otherwise in the Working Drawings.

        4.  Authorization to Proceed.  Landlord may proceed with the Work at
any time after the execution of this Work Letter and the completion of the
Working Drawings, if applicable; provided, however, that Landlord, at its
option, may request Tenant to execute and deliver to Landlord a separate
written authorization (in the form then in use by Landlord) to proceed with the
Work, in which event Tenant shall execute and deliver such written
authorization within three (3) days after Landlord's request therefor, and, at
Landlord's option, no Work shall be commenced until Tenant has executed and
delivered to Landlord such authorization.

        5.  Substantial Completion.  Landlord shall cause the Work to be
"substantially completed" on or before November 1, 1996, subject to delays
caused by strikes, lockouts, boycotts or other labor problems, casualties,
discontinuance of any utility or other service required for performance of the
Work, unavailability or shortages of materials or other problems in obtaining
materials necessary for performance of the Work or any other matter beyond the
control of Landlord (or beyond the control of Landlord's contractors or
subcontractors performing the Work) and also subject to "Tenant Delays" (as
defined and described in Paragraph 6 of this Work Letter). The Work shall be
deemed to be "substantially completed" for all purposes under this Work Letter
and the Lease if and when Landlord's architect issues a written certificate to
Landlord and Tenant, certifying that the Work has been substantially completed
(i.e., completed except for "punchlist" items listed in such architect's
certificate) in substantial compliance with the Working Drawings. If the Work
is not deemed to be substantially completed on or before November 1, 1996, (a)
Landlord agrees to use reasonable efforts to complete the Work as soon as
practicable thereafter, (b) the Lease shall remain in full force and effect,
(c) Landlord shall not be deemed to be in breach or default of the Lease or this
Work Letter as a result thereof and Landlord shall have no liability to Tenant
as a result of any delay in substantial completion (whether for damages,
abatement of Rent or otherwise), 

                                   EXHIBIT B
                                      -1-

        6.      Tenant Delays.  There shall be no extension of the scheduled
commencement or expiration date of the term of the Lease (as otherwise
permissibly extended under Paragraph 5 above) if the Work has not been
substantially completed on said scheduled commencement date by reason of any
delay attributable to Tenant ("Tenant Delays"), including without limitation:

                (i)     the failure of Tenant to furnish all or any plans,
        drawings, specifications, finish details or the other information 
        required under Paragraph 1 above on or before the date stated in 
        Paragraph 1;

                (ii)    the failure of Tenant to grant approval of the Working
        Drawings within the time required under Paragraph 2 above;

                (iii)   the failure of Tenant to comply with the requirements
        of Paragraph 4 above;

                (iv)    Tenant's requirements for special work or materials,
        finishes, or installations other than the Building Standards or Tenant's
        requirement for special construction or phasing;

                (v)     the performance of any Additional Work (as defined in
        Paragraph 7 below) requested by Tenant or the performance of any work in
        the Premises by any person, firm or corporation employed by or on behalf
        of Tenant, or any failure to complete or delay in completion of such
        work;

                (vi)    any other act or omission of Tenant, or (vii) Tenant's
        failure to work in harmony with and to interfere with Landlord or
        Landlord's agents in performing the Work and any Additional Work in the
        Premises.

        7.      Additional Work.  Upon Tenant's request and submission by
Tenant (at Tenant's sole cost and expense) of the necessary information and/or
plans and specifications for work other than the Work described in the Working
Drawings ("Additional Work") and the approval by Landlord of such Additional
Work, which approval Landlord agrees shall not be unreasonably withheld,
Landlord shall perform such Additional Work, at Tenant's sole cost and expense,
subject, however, to the following provisions of this Paragraph 7. Prior to
commencing any Additional Work requested by Tenant, Landlord shall submit to
Tenant a written statement of the cost of such Additional Work, which cost
shall include a fee payable to Landlord in the amount of 15% of the total cost
of such Additional Work as compensation to Landlord for monitoring the
Additional Work and for administration, overhead and field supervision
associated with the Additional Work and an additional charge payable to
Landlord in the amount of 5% of the total Cost of the Work as compensation for
Landlord's general conditions (such fee and additional charge being hereinafter
referred to collectively as "Landlord's Additional Compensation"), and,
concurrently with such statement of cost, Landlord shall also submit to Tenant
a proposed tenant extra order (the "TEO") for the Additional Work in the
standard form then in use by Landlord. Tenant shall execute and deliver to
Landlord such TEO and shall pay to Landlord the entire cost of the Additional
Work, including Landlord's Additional Compensation (as reflected in Landlord's
statement of such cost), within five (5) days after Landlord's submission of
such statement and TEO to Tenant. If Tenant fails to execute or deliver such
TEO or pay the entire cost of such Additional Work within such 5-day period,
then Landlord shall not be obligated to do any of the Additional Work and may
proceed to do only the Work, as specified in the Working Drawings.

                                   EXHIBIT B
                                   ---------
                                      -2-

        9. Lease Provisions. The terms and provisions of the Lease, insofar as
they are applicable to this Work Letter, are hereby incorporated herein by
reference. All amounts payable by Tenant to Landlord hereunder shall be deemed
to be additional Rent under the Lease and, upon any default in the payment of
same, Landlord shall have all of the rights and remedies provided for in the
Lease.

        10. Miscellaneous.

        (a) This Work Letter shall be governed by the laws of the state in
which the Premises are located.

        (b) This Work letter may not be amended except by a written instrument
signed by the party or parties to be bound thereby.

        (c) Any person signing this Work Letter on behalf of Tenant warrants
and represents he/she has authority to sign and deliver this Work Letter and
bind Tenant. 

        (d) Notices under this Work Letter shall be given in the same manner as
under the Lease.

        (e) The headings set forth herein are for convenience only.

        (f) This Work Letter sets forth the entire agreement of Tenant and
Landlord regarding the Work.

        (g) In the event that the final working drawings and specifications are
included as part of the Initial Plan attached hereto, or in the event Landlord
performs the Work without the necessity of preparing working drawings and
specifications, then whenever the term "Working Drawings" is used in this
Agreement, such term shall be deemed to refer to the Initial Plan and all
supplemental plans and specifications approved by Landlord.

        11. Exculpation of Landlord and Heitman. Notwithstanding anything to
the contrary contained in this Work Letter, it is expressly understood and
agreed by and between the parties hereto 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
this Work Letter or the Lease (collectively, "Landlord's Work Letter
Undertakings") shall extend only to Landlord's interest in the real estate, of
which the premises demised under the Lease Documents are a part (hereinafter,
"Landlord's Real Estate") and not to any other assets of Landlord or of its
constituent partners; 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 Work Letter Undertakings or any alleged breach
thereof is assumed by, or shall at any time be asserted or enforceable against,
Landlord, its constituent partners, Heitman Advisory Corporation, Heitman
Properties Ltd. or Heitman Minnesota Management Inc., or against any of their
respective directors, officers, employees, agents, constituent partners,
beneficiaries, trustees or representatives.

        IN WITNESS WHEREOF, this Work Letter Agreement is executed as of the 2nd
day of July, 1996.

Tenant:                                 Landlord:

DYNAMIC HEALTHCARE TECHNOLOGIES,        MBP PARTNERS, an Illinois general
INC., a Florida corporation             partnership

By: /s/ sig illegible                   By: HEITMAN/JMB ADVISORY CORPORATION, an
- --------------------------------        Illinois corporation, its duly 
Title: VP Finance, CFO                  authorized agent and attorney-in-fact

                                        By: /s/ sig illegible
                                           --------------------------------
                                           Title: Vice President

                                         

                                   EXHIBIT B
                                      -3-

                                   EXHIBIT C

                           SUITE ACCEPTANCE AGREEMENT

Building Name/Address:  Bren Road East I/10901 Bren Road East
                      ----------------------------------------------------------

Tenant Name:  Dynamic Healthcare Technologies, Inc.
            --------------------------------------------------------------------

Tenant Code:                                    Suite #:
            ---------------------------------            -----------------------

Management's Tenant Contact:                         Phone #:
                             ---------------------            ------------------

Gentlemen:

As a representative of the above referenced tenant, I/we have physically
inspected the suite noted above and its improvements with                      
                                                          ----------------------
                        a representative of
- ----------------------,                     ------------------------------------
(name of HPL Corporation). I/we accept the suite improvements as to compliance
with all the requirements indicated in our lease, also including the following
verified information below:

Lease Commencement Date:  August 1, 1996     Occupancy Date: 
                        -------------------,                 -------------------
Lease Rent Start Date*:   August 1, 1996     Annual Rent Start*:
                        -------------------,                    ----------------

Lease Expiration Date:    July 31, 1999      Actual Expiration Date:
                        -------------------,                        ------------

Date Keys Delivered:
                        -------------------

Items requiring attention:
                           -----------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

* If these dates are not the same, attach documentation.

NOTE:  This inspection is to be made prior to tenant move-in.

Very truly yours,                       Distribution
                                        ------------
                                        Tenant
Dynamic Healthcare Technologies, Inc.   Tenant Lease File
- -------------------------------------   Group Manager/HPL Leasing:
By:                                                                -------------
   ----------------------------------   Regional Leasing Manager:
                                                                   -------------
Its:                                    HPL Accounting:
    ---------------------------------                   ------------------------
                                        HPL Document Control:
Date:                                                        -------------------
     --------------------------------   Regional Engineer:
                                                           ---------------------
                                        HPL Construction:
                                                          ----------------------

                                                                    Page 1 of 4

                                   EXHIBIT D

                           TENANT OPERATIONS INQUIRY

                                                     Date: 5-22-96
                                                          ----------------------
For proposed lease at (property name and address):   10901 Bren Road East
                                                     ---------------------------
                                                     ---------------------------
1.  Name of Company:  Dynamic Healthcare Technologies, Inc.
                    ------------------------------------------------------------

2.  Address (local):  10901 Bren Road East, Minnetonka, MN 55343
                    ------------------------------------------------------------

    Phone Number (local):  612-938-8280
                          ------------------------------------------------------

3.  Address (corporate):   101 Southhall Lane, Suite 210, Maitland, FL 32751
                          ------------------------------------------------------

    Phone Number (corporate):  407-875-9991
                             ---------------------------------------------------

4.  What is your business? (describe briefly)    Healthcare information systems
                                              ----------------------------------
    development and support.
    ----------------------------------------------------------------------------

5.  What operations will you maintain at the proposed facility?   Computer
                                                                ----------------
    Software development and support.
    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

6.  Describe any assembly, manufacturing, machining, painting, printing or 
    mechanical repair activities that will be part of your business operations 
    at the proposed facility.  Computer system minor repairs and integration. 
                              --------------------------------------------------

    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

                                                                    page 2 of 4

                                                                      EXHIBIT D

                           TENANT OPERATIONS INQUIRY

7.  TENANT CHEMICAL INVENTORY AT PROPOSED FACILITY -- (make additional copies,
    if required.)
    (You may exclude small quantities of toner and other office supplies)

Chemicals (by chemical name What will be the What will be the What will be the where available). average quantity on maximum quantity on annual quantity on Provide copies of Material the proposed the proposed the proposed How will the Safety Data Sheets premises? premises? premises? chemical be stored? - -------------------- -------------------- -------------------- -------------------- -------------------- N/A - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- - -------------------- -------------------- -------------------- -------------------- -------------------- Storage Methods (use all that apply): A) 55 gallon drum; B) 20 gallon drum; C) 2-5 gallon pallet/container; D) bulk dry packages; E) cartoned small containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G) on racks; H) underground tank; I) aboveground tank; J) other (please describe)
EXHIBIT D TENANT OPERATIONS INQUIRY 8. Describe any pollution control equipment that will be used at the proposed facility. (example: paint spray booth, fume hood, waste water treatment). N/A 9. Will your operations How will the How will the wastes generate any chemical chemical wastes be disposed? wastes that require be stored on-site? (example: recycled, special disposal? landfilled, incinerated) (example: waste oil, waste solvent) No N/A N/A 10. Does your business have an EPA Hazardous Waste Generator ID Number? NO: 11. What spill prevention and containment measures will be in place for the chemicals and wastes stored at the proposed facility? (describe briefly) N/A EXHIBIT D TENANT OPERATIONS INQUIRY 12. Does your business have an Emergency Response or Contingency Plan in place in the event of a chemical incident? (please provide a copy) NO: 13. Does your business have any type of Hazardous Material training program for your employees? (describe briefly) N/A 14. Do you have copies of all the Material Safety Data Sheets (MSDS) at your facility for the chemicals listed in question #7? NO: 15. Does your business carry environmental insurance coverage in the event of a chemical incident? NO: How much coverage? (Please provide a copy of the certificate of insurance). 16. Will you be required to make filings and notices required by SARA TITLE III for the operations at the proposed facility? NO: 17. This form was prepared by the undersigned as a complete and correct description of tenant's proposed operations at the location noted, and the Landlord may rely on this information. /s/ Mitchel J. Laskey Mitchel J. Laskey - ---------------------- -------------------------- Signature Print Name 5/22/96 - ---------------------- Date SCHEDULE 1 TO EXHIBIT D List of Permissible Hazardous Materials and Quantities NONE EXHIBIT E Additional Insureds Additional insureds pursuant to the requirements outlined in Article X of the Lease: MBP Partners, an Illinois general partnership; Heitman/JMB Advisory Corporation; Heitman Properties Ltd.; Heitman Minnesota Management Inc.; and their respective partners, agents and employees. The Insurance Certificate should be sent to: Heitman Minnesota Management Inc. 10391 West 70th Street Minnetonka, Minnesota 55343 Attention: Property Manager EXHIBIT F Rules and Regulations 1. Tenant, its officers, agents, servants and employees shall not block or obstruct any of the entries, passages, doors, hallways or stairways of the Building or garage, or place, empty or throw any rubbish, litter, trash or material of any nature into such areas, or permit such areas to be used at any time except for ingress or egress of Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees. 2. The movement of furniture, equipment, machines, merchandise or materials within, into or out of the Premises or the Building not in the ordinary course of Tenant's business as permitted herein, shall be restricted to time, method and routing of movement as determined by Landlord upon request from Tenant and Tenant shall assume all liability and risk to property, the Premises and the Building in such movement. The movement of furniture, equipment, machines, merchandise or materials within, into or out of the Premises in the ordinary course of Tenant's permitted business shall also be at Tenant's sole risk and responsibility and shall be conducted in such a fashion as not to cause damage or injury to the Premises or the Building or to disturb other occupants thereof. Tenant shall not move furniture, machines, equipment, merchandise or materials within, into or out of the Premises or the Building not in the ordinary course of Tenant's permitted business without having first obtained a written permit from Landlord twenty-four (24) hours in advance. Safes and other heavy fixtures, equipment or machines intended to be kept permanently in the Premises shall be moved into the Premises or the Building only with Landlord's written consent and placed where directed by Landlord, provided, however, Tenant may allow for the preparation of meals and snacks for Tenant's employees or invitees. 3. Landlord will not be responsible for lost or stolen personal property, equipment, money or any article taken from Premises, regardless of how or when loss occurs. 4. Tenant, its officers, agents, servants and employees shall not install or operate any refrigerating, heating or air conditioning apparatus or carry on any mechanical operation or bring into the Premises any inflammable fluids or explosives without written permission of Landlord. 5. Tenant, its officers, agents, servants or employees shall not use the Premises for housing, lodging or sleeping purposes or for the cooking or preparation of food without written permission of Landlord. 6. Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall not bring into the Premises or keep on Premises any fish, fowl, reptile, insect or animal without the prior written consent of the Landlord. 7. No additional locks shall be placed on any door in the Building without the prior written consent of Landlord. Landlord will furnish two keys to each lock on doors in the Premises and Landlord, upon request of Tenant, shall provide additional duplicate keys at Tenant's expense. Landlord may at all times keep a pass key to the Premises. All keys shall be returned to Landlord promptly upon termination of this Lease. 8. Tenant, its officers, agents, servants or employees shall do no painting or decorating in the Premises; or mark, paint or cut into, drive nails or screw into nor in any way deface any part of the Premises or the Building without the prior written consent of Landlord. If Tenant desires signal, communication, alarm or other utility or service connection installed or changed, such work shall be done at expense of Tenant, with the approval and under the direction of Landlord. 9. Tenant, its officers, agents, servants and employees shall not permit the operation of any musical or sound-producing instruments or device which may be heard outside the Premises, or which may emanate electrical waves or x-rays or other emissions which will impair radio or television broadcasting or reception from or in the Building, or be hazardous to health, well-being or condition of persons or property. 10. Tenant, its officers, servants and employees shall, before leaving the Premises unattended, close and lock all doors and shut off all lights, business equipment and machinery. Damage resulting from failure to do so shall be paid by Tenant. Each Tenant, before closing for the day and leaving the Premises, shall see that all doors are locked. 11. All plate and other glass now in the Premises or Building which is broken through cause attributable to Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall be replaced by and at expense of Tenant under the direction of Landlord. 12. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment, plumbing, electric facilities or any part of appurtenance of the Premises. 13. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from a violation of this provision shall be borne by Tenant, who shall, or whose officers, employees, agents, servants, patrons, customers, licensees, visitors or invitees shall have caused it. Landlord shall not be responsible for any damage due to stoppage, backup or overflow of the drains or other plumbing fixtures. 14. All contractors and/or technicians performing work for Tenant within the Premises, Building or garage facilities shall be referred to Landlord for approval before performing such work. This shall apply to all work including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and all installations affecting floors, walls, windows, doors, ceilings, equipment or any other physical feature of the Building, the Premises or garage facilities. None of this work shall be done by Tenant without Landlord's prior written approval. 15. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, without the prior written consent of Landlord. 16. Neither Tenant nor any officer, agent, employee, servant, patron, customer, visitor, licensee or invitee of any Tenant shall go upon the roof of the Building, without the written consent of the Landlord. 17. In the event Tenant must dispose of crates, boxes, etc. which will not fit into wastepaper baskets, it will be the responsibility of Tenant to dispose of same properly. 18. If the Premises shall become infested with vermin, roaches, or other undesirable creatures, Tenant, at its sole cost and expense, shall cause the Premises to be professionally treated from time to time to the satisfaction of Landlord and shall employ such exterminators for this purpose as shall be approved by Landlord. 19. Tenant shall not install any antenna or aerial wires, radio or television equipment or any other type of equipment inside or outside of the Building without Landlord's prior approval in writing and upon such terms and conditions as may be specified by Landlord in each and every instance. 20. Tenant shall not make or permit any use of the Premises, the Building or garage facilities which, directly or indirectly, is forbidden by law, ordinance or governmental or municipal regulation, code or order or which may be disreputable or dangerous to life, limb or property. 21. Tenant shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto, use the name of the Building for any purpose other than that of the business address of Tenant or use any picture or likeness of the Building or the complex name in any letterheads, envelopes, circulars, notices, advertisements, containers or wrapping material without Landlord's express consent in writing. 22. Tenant shall not conduct its business and/or control its officers, agents, employees, servants, patrons, customers, licensees and visitors in such a manner as to create any nuisance or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building or commit waste or suffer or permit waste to be committed in Premises. 23. The Tenant shall not install in the Premises any equipment which uses a substantial amount of electricity without the advance written consent of the Landlord. The Tenant shall ascertain from the Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electric wiring in the Building and the Premises and the needs of other tenants in the Building and the complex and shall not use more than such safe capacity. The Landlord's consent to the installation of electric equipment shall not relieve the Tenant from the obligation not to use more electricity than such safe capacity. 24. The Tenant, without the prior written consent of Landlord, shall not lay linoleum or other similar floor covering within the Premises. 25. No outside storage of any material, pallets, disabled vehicles, etc., will be permitted including but not limited to trash, except in approved containers. 26. Tenant shall not allow a fire or bankruptcy sale or any auction to be held on the Premises, or allow the Premises to be used for the storage of merchandise held for sale to the general public. 27. Canvasing, soliciting, distribution of hand-bills or any other written material peddling in the Building and the complex are prohibited, and each Tenant shall cooperate to prevent the same. 28. Tenant agrees to park in only these parking stalls designated as tenant parking. Tenant shall hold Landlord harmless for the removal and changes related thereto when Tenant, or its employees, park in spaces designated as visitor, handicapped parking, red or yellow curb areas. Tenant shall not park or allow to be kept any vehicle on the Premises, either company or personnel, which is not being used on a daily basis. 29. Tenant shall not maintain armed security in or about the Premises nor possess any weapons, explosives, combustibles or other hazardous devices in or about the Building and/or Premises. 30. Landlord may waive any one more of these Rules and Regulations for the benefit of any particular tenant or landlords, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or landlords, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the complex. 31. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any Lease on premises in the complex.

Basic Info X:

Name: INDUSTRIAL LEASE
Type: Lease
Date: Aug. 21, 1996
Company: DYNAMIC HEALTHCARE TECHNOLOGIES INC
State: Florida

Other info:

Date:

  • Interest 15 24 Holdover Tenancy 15 25 Notices 15 26 Brokers 15 27 Miscellaneous 15 28
  • July 2 1996
  • January 1
  • thirty 30
  • JULY 2 , 1996
  • July 20 , 1990
  • March 15 , 1996
  • May 3 , 1996
  • June 15 , 1996
  • November 1 , 1996
  • 2nd day of July , 1996
  • August 1 , 1996
  • July 31 , 1999

Organization:

  • Security Deposit 4 6 Use of Premises 5 7 Utilities and Services 6 8 Maintenance
  • Suite Acceptance Letter Exhibit D Tenant Operations Inquiry Schedule 1
  • Operating Expense and Insurance Expense Adjustments
  • Insurance Adjustment or Operating Expense Adjustment
  • Operating Expenses and Insurance Adjustments
  • Operating Expense and Insurance Adjustments
  • Interruption of Services
  • Tenant 's Percentage Share
  • Board of Underwriters
  • Fire Rating Bureau
  • Bodily Injury Each
  • Automobile Liability Insurance
  • Best's Insurance Guide
  • Partial Destruction of Premises
  • Assumption of Lease and Consent
  • Landlord of Five Hundred Dollars
  • Terminate Upon Tenant Default
  • Federal Reserve Bank of Chicago
  • Continue Lease Upon Tenant Default
  • Ground Lessor Protection
  • the Notified Party
  • Tenant to Landlord
  • Tenant to Lease the Premises
  • United States Post Office
  • State of Minnesota
  • Standard Warehouse Lease
  • Dimensional Medicine , Inc.
  • Commencement Date of this Lease
  • Addendum to Industrial Lease
  • HEALTHCARE TECHNOLOGIES INC.
  • Sandra Martin & Associates
  • Landlord 's Real Estate
  • Heitman Advisory Corporation
  • Illinois general INC.
  • Tenant Dynamic Healthcare Technologies , Inc.
  • EPA Hazardous Waste Generator ID Number
  • Material Safety Data Sheets MSDS
  • HeitmanJMB Advisory Corporation
  • Heitman Properties Ltd.
  • Heitman Minnesota Management Inc.

Location:

  • Chicago
  • United States
  • State of Minnesota
  • Landlord
  • Florida
  • Bren Road East I10901 Bren Road East
  • Maitland
  • Illinois
  • Minnetonka
  • Premises

Money:

  • 7500 Dollars
  • $ 9,248.75
  • $ 25,663.96
  • $ 2,000,000
  • $ 3,000,000
  • $ 1,000,000
  • $ 500.00
  • 2 gallons

Person:

  • Mary Burnton
  • John Scholz
  • Gail E. Carter
  • Jane Karangu s Eva Kovacs
  • Jane Karangu Eva Kovacs
  • Bren Road
  • Heitman
  • Southhall Lane
  • SARA TITLE III
  • Mitchel J. Laskey Mitchel J. Laskey

Percent:

  • 2500 percent
  • 17.25 %
  • five percent 5 %
  • ten percent
  • 10 %
  • one hundred percent 100 %
  • twenty percent
  • 20 %
  • one percent 1 %
  • twelve percent 12 %
  • fifty percent 150 %
  • 15 %