E-36

Exhibit No. 4
Form 10-SB
Century Controls, Inc.


     THIS LEASE made this                          by and between
DDBD, Inc. ("Landlord"), and Century Controls, Inc. ("Tenant").

WITNESSETH:

For  and  in consideration of the mutual promises, covenants  and
conditions  hereinafter set forth, the parties hereto  do  hereby
agree as follows:

SECTION I - LEASED PREMISES

1.1   Leased  Premises.  Landlord hereby leases  to  Tenant,  and
Tenant  hereby  leases  from  Landlord,  those  certain  premises
located  in  Suite 226 (the "leased premises") with  an  area  of
approximately  1,380  rentable square feet (1,200  usable  square
feet) as defined below. The leased premises are more particularly
described  and  located  on  Exhibit A  (Legal  Description)  and
Exhibit  B (Demised Premises), respectively, attached hereto  and
by  this  reference incorporated herein. The building located  on
the real property described in Exhibit A is referred to herein as
the "building." "Rentable square feet" shall mean the product  of
the  usable  square  feet within a tenant's leased  premises  (as
measured from the inside face of the corridor wall and the inside
face  of  the exterior wall or glass wall and from the centerline
of  each  demising  wall without deductions for  any  pillars  or
vertical  penetrations of a tenant's leased premises)  multiplied
by  the  building  common  area factor or Rentable/Usable  factor
("R/U  factor")  of  1.15.  "Building  rentable  area"  shall  be
computed from the inside surface of the dominant portion  of  the
permanent  outer  building  walls,  without  deductions  for  any
pillars  or  vertical penetrations within the building.  The  RIU
factor  is subject to change from time to time to reflect changes
in  common  areas,  and is the quotient of the building  rentable
area  divided  by  the sum of all usable areas  in  the  building
whether occupied or vacant.

1.2   Reserved to Landlord. Landlord reserves all air rights over
the leased premises, the use of the exterior walls, the roof, and
the  right  to install, maintain, use, repair and replace  pipes,
ducts, conduits and wires leading through the leased premises  in
locations  which will not materially interfere with Tenant's  use
thereof  to serve other parts of the building, and the  right  to
use  the  land  below  the  leased premises  in  any  manner  not
interfering with the Tenant's use of the leased premises.

1.3   Changes to the Building. Landlord reserves the right at any
time  to  make alterations or additions to the building in  which
the  leased  premises  are contained and to build  adjoining  the
same. Landlord also reserves the right from

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time to time to construct other structures or improvements in the
building, to make alterations thereof or additions thereto and to relocate
the various structures, parking and other common areas comprising
the buildings.  Provided, however, Landlord shall at all times maintain
the general quality and character of the Building, and provided, further
that none of the rights fin this section reserved to the Landlord may be
exercised in such a manner or fashion as will or does unreasonably
interfere with the Tenant's use and possession of the leased premises
for the purposes herein contemplated.

SECTION II - TERM/OCCUPANCY

2.1   Lease Term. The term of this Lease shall commence upon  the
"Commencement  Date,"  which shall be  the  anticipated  date  of
occupancy  of August 15, 1999; provided that if Tenant  commences
conducting  business in any portion of the leased premises  prior
thereto,  the  Commencement Date shall  be  the  date  Tenant  so
commences conducting business. Following the
Commencement Date, the term of this Lease shall, continue  for  a
term of three (3) years plus, if the Commencement Date is not the
first  day  of  a calendar month, the partial calendar  month  in
which the Commencement Date occurs. The leased premises shall  be
"substantially  completed" on or before the  Commencement,  which
means  complete in all respects as provided in the approved plans
and  specifications for Landlord's work, save and except for such
defects  and omissions therein which do not materially  interfere
with or prevent the use and enjoyment of the leased premises. The
term "lease year" shall mean a fiscal year commencing January 1st
and  ending  December  31st of any given year,  and  (unless  the
context  in which used otherwise requires) the-term "year"  shall
mean the 365 or 366 days (as the case may be) from one date in
one calendar year through the date immediately prior to it in the
following calendar year.

SECTION III - RENT

3.1   Minimum Rent. Tenant shall pay to Landlord, without any off
set  or  deduction whatsoever, as fixed minimum rental  ("Base"),
Eight Hundred Twenty One and 37/100 dollars ($821.37) which  rent
shall  be  paid  in advance on or before the first  day  of  each
calendar  month of the lease term. The first months rental  shall
be  made before possession of the leased premises is given to the
Tenant  and shall be prorated if the first month of rental  is  a
partial month pursuant to Section 3.4.

3.2   Additional  Rent.  In addition to minimum rent,  all  other
sums to be paid are reimbursed by Tenant to the Landlord, whether
or not so designated, shall be "additional rent" for the purposes
of  this lease. If Tenant defaults in the performance of  any  of
its  obligations  hereunder,  Landlord  may,  but  shall  not  be

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obligated  to,  perform  under such  obligations,  and  the  cost
thereof  to  Landlord  shall  also be  additional  rent.   Unless
otherwise specifically provided herein, Tenant shall pay Landlord
all  additional rent upon demand and in no event later  than  the
date on which the next rent payment hereunder in due and payable.

  3.3  Tenant's Contribution. In December of each calendar  year,
Landlord   will  notify  Tenant  in  writing  of  the  Landlord's
reasonable  or  good  faith  estimate  of  the  amount   of   the
contributions  due  for the following twelve months  pursuant  to
Sections  5.1, 5.3, 9.3 and 10.4, which amounts Tenant shall  pay
in  advance  in  twelve (12) equal, monthly installments  on  the
first  day of each month of such lease year. At the end  of  each
lease  year,  or at the expiration or sooner termination  of  the
lease term, Landlord will compute Tenant's contributions for such
year and, if total amount of contributions paid for such year  is
less  than  the amounts of the contributions due for  such  lease
year,  the  Tenant shall immediately pay Landlord any deficiency.
If  the total amount of contributions paid for. such year exceeds
the  amount  which Tenant is required to contribute  pursuant  to
said  Sections, then Landlord shall credit or refund such  excess
to  Tenant  as  requested  by  Tenant;  provided,  however,  upon
expiration or sooner termination of the lease term, if Tenant has
otherwise  complied with all other terms of this Lease,  Landlord
shall refund such excess to Tenant. If this Lease commences on  a
date other than the first day of January, Landlord shall estimate
Tenant's  contributions for that portion of the lease  year,  and
Tenant shall pay such charge in equal monthly installments on the
first  day of the remaining months of the lease year. If  at  any
time Landlord obtains additional information regarding the actual
amounts of the contributions, Landlord shall adjust the amount of
monthly  installments  due during the  balance  of  the  year  to
reflect  such  additional information by  giving  Tenant  written
notice  thereof, which notice shall also state the amount of  the
excess  or deficiency, it any, in the prior monthly payments  for
the  lease  year.  Landlord shall immediately refund  any  excess
Tenant,  and Tenant shall pay deficiency within twenty (20)  days
of  its receipt of the notice and shall make the adjusted monthly
payments  for  the remainder of the lease year.  Tenant,  at  its
expense,  shall have the right during and within one  year  after
the  end  of  the  Term,  to  annually inspect,  copy  and  audit
Landlord's  books  and  records relating  to  the  costs  payable
pursuant  to  Sections 5.1, 5.3, 9.3 and 10.4 and  other  matters
arising under this lease during the Term. Landlord shall keep and
maintain  true,  correct  and complete  books  and  records  with
respect to the operation of the building or otherwise related  to
any  building  operating  costs and shall  retain  at  Landlord's
office  all books and records relating to such costs for a period
of  three  years  after the calendar year of which  they  accrue.
Notwithstanding anything contained in this Lease to the contrary,
Tenant  shall pay a minimum of Three Dollars ($3.00)  per  square
foot  of  leased  premises per year, throughout  the  lease  term
(including  any  extensions thereof),  as  Tenant's  Contribution
pursuant to Sections 5.1, 5.3, 9.3 and 10.4 hereof.

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3.4   Pro-rata Share. Notwithstanding anything contained in  this
Lease to the contrary, if the lease term commences on a day other
than  the first day of a calendar month, the minimum rental,  all
additional  rental,  all  Tenants Contributions,  and  all  other
charges  with respect to the leased premises and the use  thereof
for such month or months shall be the full monthly amount thereof
multiplied by a fraction the numerator of which is the number  of
days  within the particular month contained within the lease term
and  the  denominator of which is the number of days within  said
month.

3.5   Default  Charge.  if Tenant fails to pay  within  ten  days
(twenty days for the first occurrence in any lease year)  of  the
appropriate due date, a late charge equal to five percent (5%) of
the  unpaid  amount  shall  be imposed and  immediately  due  and
payable. Thereafter, interest shall accrue on past rent due  plus
late  charge at an annual rate of twelve percent (12%)  from  the
due date until paid.

SECTION IV - CONDUCT OF BUSINESS

4.1   Use of Leased Premises. Tenant shall have use of the leased
premises  for  the following purposes and for no other  purposes,
to-wit General Office Use.

4.2   Appearance  of leased premises. Tenant shall  maintain  the
premises in a clean, orderly and neat fashion to conform with the
high standards of appearance of the building, permitting no odors
to   be  emitted  from  the  lease  premises  and/or  permit  any
accumulation of trash. Tenant shall store all trash,  refuse  and
waste  material so as not to constitute a health or environmental
or  fire  hazard or nuisance problem, in adequately  covered  and
labeled  containers which are located within the leased  premises
so  as  not  to  be visible to the general public  or  which  are
located  in  areas  designated by Landlord. No sale,  storage  or
display of merchandise, by vending machine or otherwise, shall be
permitted  outside  or  in  front of  the  leased  premises.  Any
loudspeakers  used shall not be audible from outside  the  leased
premises.

4.3   Unlawful  Use.  Tenant shall not use or permit  the  leased
premises  or  any  part thereof to be used  for  any  purpose  in
violation  of  any  municipal,  county,  state  or  federal  law,
ordinance  or  regulation, or for any purpose  offensive  to  the
standards  of  the  community of which the building  is  a  part.
Tenant shall promptly comply, at its sole cost and expense,  with
all  laws,  ordinances, and regulations now in force or hereafter
adopted   and  with  the  requirements  of  any  board  of   fire
underwriters  or  similar  body  relating  to  or  affecting  the
condition, use or occupancy of the leased premises.

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4.4   Liens  and  Encumbrances.  Tenant  shall  keep  the  leased
premises free and clear of all liens and encumbrances arising out
of  any  labor performed at or materials furnished to the  leased
premises or the Building at Tenant's request.

4.5   Signs.  Tenant shall not erect or place, or  permit  to  be
erected  or placed, or maintain any signs of any nature or  kind,
including   but   not  limited  to  decorations,   lettering   or
advertisement,  either  on  the  exterior  walls  of  the  leased
premises or elsewhere in the building (including signs placed  in
the   interior  of  the  premises  for  exterior  view)   without
Landlord's prior written consent.

SECTION V - UTILITIES AND OTHER CHARGES

5.1   Utility Charges. Tenant shall be solely responsible for and
shall  promptly  pay  all charges for heat,  water,  light,  gas,
electricity,  sewer, garbage, fire/security  protection  and  any
other utility used or consumed on the ' leased premises for which
there  is  a  separate meter monitoring the consumption  of  said
utility within the leased premises alone. If Landlord shall elect
to  supply the service or services used, or if said services  are
invoiced to Tenant through Landlord, Tenants shall accept and use
the  same  as tendered by Landlord and pay Landlord as additional
rent  its  proportionate share of said utilities  in  the  manner
provided in Section 3.3 hereof. Tenant's share of utilities shall
be  determined by multiplying such utility costs by  a  fraction,
the  numerator of which is the rentable square feet of the leased
premises  and  the denominator of which is the building  rentable
area  on  the  first day of such prior lease month. In  no  event
shall Landlord be liable for an interruption of the supply of any
such  utilities to the leased premises due to causes  beyond  the
Landlord's control. Tenant agrees to keep the temperature of  the
leased  premises at such level as may be reasonably  required  by
Landlord  to protect the building and prevent the dissipation  of
heat or air conditioning on the areas adjacent to such premises.

5.2   Licenses and Taxes. Tenant shall be liable for,  and  shall
pay  throughout the lease term all license, excise fees, permits,
occupation  taxes  and  any  other  taxes  or  business  expenses
covering  the business conducted on the leased premises  and  all
personal  property  taxes  levied with respect  to  all  personal
property located at the leased premises.

5.3   Tenant's  Participation in Real Estate  Taxes  and  special
assessments.  Tenant  shall pay Landlord as additional  rent  its
proportionate  share  of  taxes and special  assessments  on  the
building  in  the  same manner provided in  Section  3.3  hereof.
Tenant's  share  of taxes shall be an amount equal  to  the  real
estate  taxes,  including  installments of  special  assessments,
actually  paid by Landlord during each lease year  of  the  lease
term  (excluding  penalties and interest on  penalties  thereon),
with  respect  to  the  lands

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and  improvements  comprising  the
building, multiplied by a fraction, the numerator of which is the
rentable  square feet of the leased premises and the  denominator
of  which is the building rentable area on the first day of  such
lease  year.  If, at any time after the date hereof, the  methods
of  taxation shall be altered so that in lieu of or a  substitute
for the whole or any part of the real estate taxes or assessments
levied,  assessed  or imposed on or with respect  to  the  leased
premises or building, there should be levied, assessed or imposed
an  income  or  franchise  tax as a capital  levy  on  the  rents
received, or the rate thereof shall be increased, then  such  new
tax  or the amount attributable to the increase shall be included
for  purposes  of computing Tenant's share of real  estate  taxes
hereunder.  Landlord  shall  use best  efforts  to  exercise  any
election available to it to pay any special assessments over  the
longest period available to it.

SECTION VI - DEPOSIT

6.1   Deposit. Tenant has deposited with Landlord the sum of  one
months net rent ($821.37 dollars). Landlord shall pay Tenant  the
balance thereof less any damages caused by the Tenant's breach of
any  of its obligations hereunder, within thirty (30) days  after
the  twelfth  full  month of rental or prior termination  of  the
lease  term.  Landlord  shall be entitled to  withdraw  from  the
deposit the amount of any unpaid rent or additional rent or other
charges  not  paid  to  Landlord  when  due,  and  Tenant   shall
immediately redeposit an amount equal to that so withdrawn

SECTION VII - COMPLETION AND ALTERATIONS

7.1   Completion of leased premises. Landlord shall construct the
leased premises in accordance with the outline, descriptions  and
specifications set forth in Paragraph 22.1 hereto. Upon  delivery
of the leased premises, Tenant shall inspect the improvements and
shall  be  determined  to have accepted  them  in  their  present
condition  unless  it notifies Landlord within thirty  (30)  days
thereafter of any defects.

7.2    Alterations  by  Tenant.  Tenant  shall   not   make   any
alterations, additions, or improvements, greater than  $1,000  in
value,  in  or  to  the  leased premises, without  prior  written
consent  of  Landlord, which consent shall  not  be  unreasonably
withheld, all such alterations, additions, or improvements  being
made  at  Tenants sole expense. Tenant shall secure any  and  all
governmental  permits required in connection with any  such  work
and   perform  such  work  in  accordance  with  all   applicable
governmental  requirements and restrictions.  Tenant  shall  hold
Landlord harmless from and indemnity Landlord against any and all
losses,  liabilities (including without limitation  the  expenses
described in Section 10. 1), costs, and expenses and any and  all
liens  resulting  from  such  work.  Upon  expiration  or  sooner
termination of this lease, and recovery of

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possession by Landlord, all alterations, additions and improvements
(except Tenant Fixtures) shall immediately become the property of
Landlord without any obligation to pay there for.

SECTION VIII - MAINTENANCE OF LEASED PREMISES

8.1  Maintenance and Repair by Tenant. Tenant at Tenant's expense
shall  at  all  times throughout the lease term keep  the  [eased
premises   clean   and   in  good  condition.   Those   fixtures,
appurtenances, mechanical and other building systems serving  the
leased  premises and also serving other portions of the  building
(such  as electrical, heating, ventilating, air conditioning  and
plumbing systems) shall be maintained pursuant to paragraph  9.3.
Landlord  shall  be responsible for the repair of the  foundation
and structural aspects of the buildings exterior and load bearing
walls,  roofs  and floors, so long as any repairs or  maintenance
thereto  is  not  necessitated  by  any  action  or  omission  or
negligence  of  Tenant,  in which event Tenant  shall  be  solely
responsible for such repairs.

8.2   Failure  to Maintain. It Tenant fails to keep and  maintain
the leased premises in the condition set forth in Section 8.1 and
such  failure  continues for a period of ten (10) days  following
the  receipt  of  written notice thereof from Landlord,  Landlord
may,  at  its  option, put or cause the same to  be  put  in  the
condition agreed upon, and in such case, upon receipt of  written
statements  from Landlord, Tenant shall promptly pay  the  entire
cost thereof as additional rent. Landlord shall have the right to
enter  the leased premises for the purpose of making such repairs
upon the failure of Tenant to do so.

8.3   Surrender of leased premises. At the expiration  or  sooner
termination  of  this  Lease,  Tenant  shall  return  the  leased
premises to Landlord in the same condition in which received (or,
if altered by Landlord or by Tenant with Landlord's consent, then
the  leased premises shall be returned in such altered condition)
reasonable wear and tear and insured loss excepted. Prior to such
return  Tenant  may  remove all its personal property  and  trade
fixtures  from the leased premises, and shall restore the  leased
premises  to the condition they were in prior to the installation
of  said  items,  reasonable  wear  and  tear  and  insured  loss
excepted.  Tenant's  obligation to perform  this  covenant  shall
survive the expiration or termination of this lease.

SECTION IX - COMMON AREAS

9.1   Control of Common Areas by Landlord.  Landlord shall at all
times  have  the exclusive control and management of all  parking
areas,  access roads, driveways, entrances, retaining  walls  and
exits   thereto,  truck  ways,  loading  docks,  package   pickup
stations, pedestrian malls, courts, sidewalks and ramps,

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expense incurred in operating, lighting, policing, cleaning, managing,
maintaining  the  common areas and facilities  actually  used  or
available for use by Tenant, but specifically including,  without
limitation, the cost of gardening; re-carpeting, re-tiling or any
other  floor  resurfacing;  the  cost  of  public  liability  and
property  damage insurance and vandalism insurance: the  cost  of
fire and extended coverage insurance and plate glass insurance in
common  areas;  utility expenses for lighting; personal  property
taxes,  maintenance  cost  for  equipment  and  building  systems
including  replacement  when necessary;  minor  roof  repair  and
patching; subsidies and other payments which the building may  be
required  to  pay  public  bodies, including  those  for  traffic
signals  and controls for fire protection; repairs; the  cost  of
resurfacing,  painting and sanitary control; the  cost  of  snow,
trash, rubbish, garbage refuse removal; and the cost of personnel
to   implement   all  such  services,  including   policing   and
maintaining  traffic control on the common areas  and  facilities
and  resurfacing of common areas. Also included  are  any  future
improvement costs to common areas which may be required under the
Americans  with  Disabilities Act. Tenant is not responsible  for
any initial upgrades or betterments to common areas that Landlord
elects to make to bring the existing common areas, at the time of
Landlords purchase of the building, up to Landlords desired level
of  appearance and performance. Notwithstanding anything  to  the
contrary  in the lease and only to the extent that the  operating
cost  of  the  common  area and facilities, common  fixtures  and
building  systems exceeds the minimum charge of $3.00 per  square
foot  of leased premises pursuant to Section 3.3 hereof, Tenant's
Contributions  shall not include (i) payments  of  principal  and
interest  on any mortgages, -deeds of trust or other encumbrances
upon the building: (ii) depreciation of the capital costs related
to the building except when made (a) to reduce operating costs or
limit  increases therein, (b) as required by landlord's insurance
carrier, or (c) as required by any law, rule, regulation or order
of  any governmental authority; (iii) costs and disbursements and
any   other   cost   or  expense  incurred  in  connection   with
negotiations  or  disputes  with  tenants,  other  occupants   or
prospective tenants or other occupants of the building, including
any leasing commissions or brokerage fees; (iv) costs incurred in
renovation   or   otherwise   improvements   or   decorating   or
redecorating space for tenants or other occupants in the building
or  vacant  space leased or held or designated for lease  in  the
building  or costs related thereto, including but not limited  to
any  alterations to the building in connection with, or which are
required by reason of, any lease or agreement with any tenant  or
other  occupant;  (v)  costs  of  any  removal  or  abatement  of
hazardous  substances  or asbestos other  than  those  placed  or
released by Tenant; (vi) Landlord's executive salaries and  other
overhead  costs;  and (vii) management fees in excess  of  market
rates (viii) cost of correcting defects in, or inadequacy of, the
building shelf or the materials used in the construction  of  the
building shell.

9.2  License. All common, areas and facilities which Tenant maybe
permitted to use and occupy are to be used and occupied under an
irrevocable non-exclusive license. However, if the amount of such
areas of facilities be diminished due to causes beyond the
Landlord's control, such diminution shall not , be deemed
constructive or actual eviction, and Landlord shall not be
subject to any liability, nor shall Tenant be entitled to any
compensation or diminution or abatement of rent.

9.3  Maintenance Charge. Tenant shall pay to Landlord, as
additional rent in the manner provided in Section 3.3, a monthly
maintenance charge to defray the operating cost of the common
areas and facilities. The amount of the monthly maintenance
charge shall be equal to Tenant's pro-rata share of the operating
costs for the prior calendar month, which share shall be
determined by multiplying such costs by a fraction, the numerator
of which is the rentable square feet of the leased premises and
the denominator of which is the total occupied building rentable
area on the first day of such prior lease month. For purposes of
this paragraph, the term "operating cost of the common area and
facilities, common fixtures and building systems" means the total
cost and

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expense incurred in operating, lighting, policing, cleaning, managing,
maintaining the common areas and facilities actually used or available
for use by Tenant, but specifically including, without limitation, the
cost of gardening; re-carpeting, retiling or any other floor resurfacing;
the cost of public liability and property damage insurance and vandalism
insurance; the cost of fire and extended coverage insurance and
plate glass insurance in common areas; utility expenses for
lighting; personal property taxes; maintenance cost for equipment
and building systems including replacement when necessary; minor
roof repair and patching; subsidies and other payments which the
building may be required to pay public bodies, including those
for traffic signals and controls for fire protection; repairs;
the cost of resurfacing, painting and sanitary control; the cost
of snow, trash, rubbish, garbage refuse removal; and the cost of
personnel to implement all such services, including policing and
maintaining traffic control on the common areas and facilities
and resurfacing of common areas, Also included are any future
improvement costs to common areas which may be required under the
Americans with Disabilities Act. Tenant is not responsible for
any initial upgrades or.betterments to common areas that Landlord
elects to make to bring the existing common areas, at the time of
Landlords purchase of the building, up to Landlords desited level
of appearance and performance. Notwithstanding anything to the
contrary in the lease and only to the extent that the operating
cost of the common area and facilities, common fixtures and
building systems exceeds the minimum charge of $3.00 per square
toot of leased premises pursuant to Section 3.3 hereof, Tenant's
Contributions shall not include (i) payments of principal and
interest on any mortgages, deeds of trust or other encumbrances
upon the building; (H) depreciation of the capital costs related
to the building except when made (a) to reduce operating'costs or
limit increases therein, (b) as required by landlord's insurance
carrier, or (c) as required by any law, rule, regulation or order
of any governmental authority: (iii) costs and disbursements and
any other cost or expense incurred in connection with
negotiations or disputes with tenants, other occupants or
prospective tenants or other occupants of the building, including
any leasing commissions or brokerage fees; (iv) costs incurred in
renovation or otherwise improvements or decorating or
redecorating space for tenants or other occupants in the building
or vacant space leased or held or designated for lease in the
building or costs related thereto, including but not limited to
any alterations to the building in connection with, or which are
required by reason of, any lease or agreement with any tenant or
other occupant; (v) costs of any removal or abatement of
hazardous substances or asbestos other than those placed or
released by Tenant; (vi) Landlord's executive salaries and other
overhead costs; and (vii) management fees in excess of market
rates (viii) cost of correcting defects in, or inadequacy of, the
building shell or the materials used in the construction of the
building shell.

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9.4   Solicitation  of  Business. Tenant and  its  employees  and
agents  shall  not solicit business, nor distribute handbills  or
other advertising matter in the parking or other common areas.

SECTION X - INSURANCE AND INDEMNITY

10.1 Indemnification. Landlord shall not be liable for any injury
to  any  person,  or for any loss of or damage  to  any  property
(including  property of Tenant) occurring in or about the  leased
premises  from  any cause whatsoever, except when caused  by  the
Landlord's own negligent or intentional acts or omissions. Tenant
shall   indemnify  and  save  Landlord,  its  officers,   agents,
employees and contractors and other tenants and occupants of  the
building  harmless from all loss, damage, liability,  or  expense
including  but  not limited- to legal and other  fees,  resulting
from  any  actual  or alleged injury to any person  or  from  any
actual or alleged loss, or damage to any property arising out  of
Tenant's operation or occupation of the leased premises, or  from
Tenant's  breach  of  its other obligations  hereunder.  Landlord
shall  indemnify and save Tenant, its officers, agents, employees
and  contractors  harmless from all laws,  damage,  liability  or
expense  including  but  not limited to  legal  and  other  fees,
resulting from any actual or alleged injury to any person or from
any actual or alleged loss, or damage to any property arising out
of  the  operation  or  occupation of the  building  (except  for
Tenant's operation or occupation of the leased premises), or from
Landlord'   breach  of  its  other  obligations  hereunder.   The
indemnification provided for in this section with respect to  any
acts or omissions during the term of this Lease shall survive any
termination  or  expiration of this Lease. Tenant shall  promptly
notify Landlord of casualties or accidents occurring in or  about
the leased premises

10.2  Insurance.  Tenant  shall, at  its  own  expense,  maintain
adequate  liability insurance with a reputable insurance  company
or  companies, in minimum amounts of $200,000 for property damage
and minimum amounts of $1,000,000 (per individual) and $2,000,000
(per  accident) for personal injuries, to indemnify both Landlord
and  Tenant  against any such claims, demands,  losses,  damages,
liabilities and expenses. Landlord shall be named as one  of  the
insured  and shall be furnished a copy of such policy or policies
of  insurance which shall be an endorsement that the  same  shall
not  be  canceled without ten (10) days prior written  notice  to
Landlord. Landlord agrees to purchase in advance, and to carry in
full force and effect, (a) "all risk" property insurance coverage
on the building, exclusive of Tenant's leasehold improvements, in
such  amount  as  Landlord deems prudent, and  (b)  comprehensive
general  public liability insurance covering the building,  in  a
combined  single  limit amount of not less  than  $1,000,000  and
written on an "occurrence" basis.

                             E-45

10.3       Increase in Insurance Premium. Tenant shall not  keep,
use,  sell  or offer for sale in or upon the leased premises  any
article  which  may be prohibited by the standard  form  of  fire
insurance  policy. Tenant shall pay immediately any  increase  in
Landlord's  premiums  for casualty and fire  (including  extended
coverage)  and rent loss insurance during the term of this  Lease
which  directly  result  from Tenant's occupancy  of  the  leased
premises, or from the type of merchandise which the Tenant stores
or  sells  on  the  leased premises whether or not  Landlord  has
consented thereto. In determining whether increased premiums  are
the  result of Tenant's use of leased premises, a schedule issued
by  the  organization selling the insurance rate  on  the  leased
premises, showing the various components of such rate,  shall  be
conclusive  evidence of the several items and charges which  make
up the insurance rates on the leased premises.

10.4       Tenant's  Participation in Cost of  Insurance.  Tenant
shall pay Landlord as additional rent its proportionate share  of
insurance for the building in the manner provided in Section  3.3
hereof.  Tenant's share of insurance shall be an amount equal  to
all  insurance  premiums paid by Landlord  with  respect  to  the
building  (but excluding all premiums paid by Tenant under  terms
of  Section  10.3  and  by other tenants of  the  building  under
similar provisions in their leases) during each lease year of the
lease  term, multiplied by a fraction, the numerator of which  is
the   rentable  square  feet  of  the  leased  premises  and  the
denominator of which is the building rentable area on  the  first
day of such lease year,

10.5  Waiver of Subrogation. Landlord and Tenant hereby waive any
rights  each may have against the other, and Tenant hereby waives
any  rights it may have against Landlord's lender(s), on  account
of  any  loss or damage occasioned to the Landlord or Tenant,  as
the  case  may  be,  or  their respective  property,  the  leased
premises,  its  contents or to other portions  of  the  building,
arising  from  any  risk generally covered by fire  and  extended
coverage  insurance-, and the parties each, on  behalf  of  their
respective  insurance companies insuring the property  of  either
Landlord  or  Tenant against any such loss, waive  any  right  of
subrogation that it may have against Landlord or Tenant,  as  the
case  may  be.  The Tenant, on behalf of its insurance  companies
insuring  the premises, its contents, Tenant's other property  or
other  portions of the building, waives any right of  subrogation
which such insurer or insurers may have against any of Landlord's
lenders.  The foregoing waivers of subrogation shall be operative
only  so  long  as available in the State where the  building  is
situated  and provided further that no such policy is invalidated
thereby.

SECTION XI - ASSIGNMENT AND SUBLEASING

11.  1      Assignment or Sublease. Tenant shall not  assign  the
whole or any part of the leased premises, nor shall this Lease or
any   interest  thereunder  be  assignable  or  transferable   by
operation  of law or any process or proceeding of

                            E-46

any court, or otherwise, without prior written consent of Landlord,
which consent shall not be unreasonably  withheld  or  delayed   by
Landlord.  Any  assignment or sublease without  Landlord's  prior
written   consent   shall,  at  Landlord's   option,   be   void.
Notwithstanding anything to the contrary in this Section  11.  1,
Tenant  shall  have the right to assign this lease (upon  written
notice  to Landlord, but without Landlord's consent) to an entity
controlled  by, controlling or under common control with  Tenant,
or  to  an entity which acquires all or substantially all of  the
assets of Tenant.

Each  assignment to which there has been consent shall be  by  an
instrument  in  writing in a form satisfactory to  Landlord,  and
shall   be  executed  by  the  transferor,  assignor,  sublessor,
licensor,  concessionaire,  hypothecator  or  mortgagor  and  the
transferee,  assignee,  sublessee,  licensee,  concessionaire  or
mortgagee  in  such instance, as the case may be  and  each  such
transferee,  assignee,  sublessee,  licensee,  concessionaire  or
mortgagee shall agree in writing for the benefit of the  Landlord
herein  to  assume,  to be bound by, and to  perform  the  terms,
covenants,  and   conditions of this Lease to be done,  kept  and
performed by Tenant, including the payment of all amounts due  or
to  become  due  under this Lease directly to Landlord.  One  (1)
executed  copy of such written instrument shall be  delivered  to
Landlord.  Failure to first obtain in writing Landlord's  consent
or  failure  to comply with the provisions of this Section  shall
operate to prevent any such Assignment from becoming effective.

If  Tenant  assigns its interest in this Lease,  or  sublets  the
leased  premises, then the rent due hereunder shall be increased,
effective as of the date of such assignment or subletting, to the
rental  payable  by the assignee or sublessee  pursuant  to  such
assignment  or  sublease, if greater than the rent otherwise  due
hereunder.  In  no  event  shall the monthly  rental  after  such
assignment  or  subletting  be  less  than  the  monthly   rental
specified in Article III hereof. Tenant shall also pay all  legal
fees  and  other  costs incurred by Landlord in  connection  with
Landlord's  consideration of Tenant's  request  for  approval  of
assignments or subleases.

11.2   Corporate Ownership. If Tenant is a corporation, then  any
transfer  of  this Lease by merger, consolidation or liquidation,
or  any change or ownership of, or power to vote the majority  of
Tenant's  outstanding stock, shall not constitute  an  assignment
for the purposes of this section as long as the transferee is the
Tenant's shareholder or another corporation or entity in which at
least  50%  of  the equity securities or ownership  is  owned  or
possessed, by the Tenant's shareholders or its subsidiaries.

11.3  Assignment by Landlord. If Landlord sells the building  (s)
or  a  portion  thereof  containing the leased  premises,  or  if
Landlord  assigns its interest in this Lease, and to  the  extent
that such purchaser, tenant or an assignee

                             E-47


thereof assumes Landlord's obligations hereunder and is reasonably
responsible therefor, the Landlord shall thereupon be relieved of
all liabilities hereunder, and this Lease shall remain in full force
and effect.

SECTION XII - DESTRUCTION OF PREMISES

12.1    Casualty. In the event of total or partial destruction of
the  Building  or the Leased premises by fire or other  casualty,
Landlord  agrees  to  promptly  restore  and  repair  the  Leased
Premises   at   Landlord's  expense;  provided,   however,   that
Landlord's   obligation  hereunder  shall  be  limited   to   the
reconstruction of such of the tenant finish improvements as  were
originally required to be made by Landlord, if any. Any insurance
proceeds  riot  used by Landlord in restoring  or  repairing  the
Leased  Premises  shall be the sole property  of  Landlord.  Rent
shall  proportionately  xxxxx during the  time  that  the  Leased
Premises or part thereof are unusable because of any such  damage
thereto.  The  usable  portion of the Leased  Premises  shall  be
determined  as  that  part  of the Leased  Premises  that  remain
weather   tight   or   that   are  actually   used   by   Tenant.
Notwithstanding the foregoing, if the Leased Premises are (1)  so
destroyed that they cannot be repaired or rebuilt within 180 days
from  the date on which the insurance claim is adjusted; or  (ii)
destroyed  by  a casualty which is not covered by  the  insurance
required  hereunder or, if covered, such insurance  proceeds  are
not   released   by  any  mortgagee  entitled  thereto   or   are
insufficient  to  rebuild the Building and the  Leased  Premises;
then  is case of a clause (1) casualty, either Landlord or Tenant
may,  or,  in  the case of a clause (ii) casualty, then  Landlord
may,  upon  30 days written notice to the other party,  terminate
and  cancel  this  Lease; and all further  obligations  hereunder
shall thereupon cease and terminate.

SECTION XIII - EMINENT DOMAIN

13.1   Total Taking. If all of the leased premises are  taken  by
eminent domain, this Lease shall terminate as of the date  Tenant
is  required to vacate the leased premises and all rentals  shall
be paid to that date. The term "Eminent domain" shall include the
taking  or  damaging  of  property  by,  through  or  under   any
governmental  authority, and by purchase or acquisition  in  lieu
thereof.

13.2   Partial Taking. If in the event of a taking of all or  any
part  of the leased premises by eminent domain or a taking  of  a
portion  of  the building which adversely and materially  affects
Tenant's  use  of  the  leased premises,  renders  the  remainder
thereof  unusable for the business of Tenant, this Lease may,  at
the option of either party, be terminated by written notice given
to  the other party not more than thirty (30) days after Landlord
received  notice  of  the taking, and such termination  shall  be
effective  as of the date when Tenant is required to  vacate  the
portion  of  the leased premises so taken. If this  Lease  is  so

                             E-48

thereof   assumes   Landlord's  obligations  hereunder   and   is
reasonably responsible therefor, the Landlord shall thereupon  be
relieved  of  all  liabilities hereunder, and  this  Lease  shall
remain  in full force and effect, terminated, all rent  shall  be
paid  to  the  date of termination. Whenever any portion  of  the
leased premises is taken by eminent domain and this Lease is  not
terminated,  Landlord  shall  at its  expense  proceed  with  all
reasonable  dispatch  to  restore the  remainder  or  the  leased
premises  to  the condition it was in immediately prior  to  such
taking,  and  Tenant  shall  at  its  expense  proceed  with  all
reasonable   dispatch   to   restore  its   fixtures,   furniture
furnishings, floor coverage, and equipment to the same  condition
they  were in immediately prior to such taking. The rent  payable
hereunder  shall  be  equitably adjusted in accordance  with  the
effect of such taking on the leased premises.

      13.3  Damages. Landlord reserves all right  to  the  entire
damage  award or payment for any taking by eminent  domain  or  a
transfer  in lieu thereof, and Tenant waives all claim whatsoever
against  Landlord  for damages for termination of  its  leasehold
interest  in  the remises or for interference with its  business.
Tenant hereby grants and assigns to Landlord any right Tenant may
now  have  or  hereafter acquire to such damages  and  agrees  to
execute  and  deliver such further instruments of  assignment  as
Landlord  may  from time to time request. Tenant shall,  however,
have  the  right  to  claim  from the  condemning  authority  all
compensation that may be recoverable by Tenant on account of  any
loss   incurred  by  Tenant  in  removing  Tenant's  merchandise,
furniture, trade fixtures and equipment or for damage to Tenant's
business;  provided however, that Tenant may claim  such  damages
only  if  they  are  awarded separately  in  the  eminent  domain
proceeding and not as part of Landlord's damages.

SECTION XIV - DEFAULT OF TENANT

14.1  Defaults.  Time  is of the essence hereof,  and  if  Tenant
violates  or  breaches or fails to keep or perform any  covenant,
term or condition of this Lease, and if such default or violation
continues for or is not remedied within thirty (30) days (or,  if
default  in  the  rent is involved, within ten  (10)  days  after
receipt of notice in writing thereof given by Landlord to  Tenant
specifying the matter claimed to be in default, or for a  default
or violation that cannot be remedied within said thirty (30) days
if Tenant has not commenced to remedy the same within thirty (30)
days  following receipt of said notice, Landlord, at its  option,
may   immediately  declare  Tenant's  rights  under  this   Lease
terminated,  or re-enter and attempt to relet without terminating
this  Lease, and remove all persons and property from the  leased
premises, and such property may be removed and stored in a public
warehouse  or  elsewhere at the cost of and for  the  account  of
Tenant,  all without service of notice or resort to legal process
and  without  being  deemed guilty of any trespass,  or  becoming
liable  for  any  loss  or damage caused  thereby.  If  Landlord,
without terminating this Lease, either (a) elects to re-enter and
attempts  to  relet  as  herein before  provided,  or  (b)  takes
possession pursuant to legal proceedings, or (c) takes possession
pursuant  to any notice provided by law, then it may  re-let  the
leased premises or any part

                             E-49
thereof for such term or terms (which may be for a term extending
beyond the term of this lease) and at such rental or rentals and
upon such other terms and conditions as Landlord in is sole
discretion deems advisable. Upon each such re-letting, all rentals
received by Landlord from such re-letting
shall be applied, first, to the payment of any indebtedness other
than  rent due hereunder from Tenant to Landlord; second, to  the
payment  of any costs and expenses of such re-letting,  including
brokerage fees and attorneys' fee; third, to the payment of  rent
due  and unpaid hereunder; and the residue, if any, shall be held
by Landlord and applied to payment of future rent as the same may
become  due and payable hereunder. If rentals received from  such
re-letting, during any month are less than that to be paid during
that  month  by  Tenant  hereunder, Tenant  shall  pay  any  such
deficiency to Landlord.

No  such re-entry or taking possession of the leased premises  by
Landlord  shall  be  construed as an  election  on  its  part  to
terminate  this  Lease  unless Landlord  so  notified  Tenant  in
writing or unless the termination thereof is found by a court  of
competent   jurisdiction.  Notwithstanding  any  such   reletting
without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach. If Landlord at any
time  terminates  this Lease, in addition to any  other  remedies
which it may have, it shall have the right to recover from Tenant
(a)  an  amount  equal to the excess, if any,  of  the  aggregate
amount of rent and additional rent reserved in this Lease for the
remainder  of  the  stated term over the aggregate  of  the  then
reasonable  rental  value of the leased premises  under  a  lease
substantially  similar to this Lease for  the  remainder  of  the
stated  term both reduced to the then present worth, and (b)  all
other  damages  and expenses, including reasonable attorneys'fees
and  the cost of recovering the lease premises, that Landlord has
sustained  because  of  Tenant's  default.  In  determining   the
aggregate  amount  of such rent and additional rent,  the  annual
rent  for each year of the unexpired term of this Lease shall  be
equal to the average annual minimum rent paid by Tenant from  the
commencement of the term of this Lease to the time of default, or
during  the  preceding three (3) full calendar  years,  whichever
period is shorter.

14.2  Remedies Cumulative; Waiver. Landlord's remedies  hereunder
are  cumulative, and Landlord's exercise of any right  or  remedy
due to a default or breach by Tenant shall not be deemed a waiver
of, or alter, affect or prejudice any other fight or remedy which
Landlord  may  have  under this Lease  or  by  law.  Neither  the
acceptance of rent nor any other acts or omissions of Landlord at
any  time  or  times after the happening of any event authorizing
the  cancellation or forfeiture of this Lease shall operate as  a
waiver of any past or future violation, breach or failure to keep
or  perform any covenant, agreement, term or condition hereof  or
to  deprive Landlord of its right to cancel or forfeit this Lease
upon  the  written notice provided for herein at  any  time  that
cause  for  cancellation or forfeiture may exist, or be construed
so  as  at  any  future  time  to  stop  Landlord

                             E-50

from promptly exercising  any other option, right or remedy that
it may have under any term or provision of this Lease.

SECTION XV - ACCESS BY LANDLORD

15.1 Right of Entry. Landlord and its agents shall have the right
to enter the leased premises at any time to examine the same, and
to  show  them to prospective purchasers or tenants, and to  make
such  repairs, alterations, improvements or additions as  may  be
necessary.  In  non emergency situations Landlord shall  give  24
hours  notice  of  intent  to  enter  and  be  accompanied  by  a
representative of Tenant (if Tenant so requests),  If  Tenant  is
not  personally present to permit entry and an entry is necessary
or  permissible,  Landlord may enter  the  same  by  master  key,
without  rendering  Landlord liable therefor.  Nothing  contained
herein  shall be construed. to impose upon Landlord any  duty  of
repair  of  the  building  except as  specifically  provided  for
herein.  Landlord shall at all times in connection with any  such
entry  use reasonable efforts not to unreasonably interfere  with
the conduct of Tenant's business and to give utmost attention and
consideration  to  the security of the leased  premises  and  the
protection of Tenant's trade secrets.

15.2 Default of Landlord. If Landlord defaults in the performance
of  any covenant required to be performed by Landlord, Tenant may
serve  upon Landlord a written notice specifying the default.  If
Landlord  does  not  remedy the default within  sixty  (60)  days
following  receipt  thereof or, in the case of  a  default  which
takes  more  than  sixty (60) days to cure if  Landlord  has  not
commenced  to  remedy the same within sixty (60)  days  following
receipt  thereof, Tenant may, following the giving of the  notice
required  under  terms  of Section 1 S. 1 hereof,  give  Landlord
notice  of  termination of this Lease, with unearned  rent  being
prorated to the date of termination. If Landlord fails to  timely
cure  the  default  after ' notice has been  given,  in  lieu  of
termination of this Lease, Tenant, at its sole option,  may  cure
Landlord's  default  and  offset the reasonable  expense  thereof
against rent thereafter accruing.

SECTION XVI - SURRENDER OF LEASED PREMISES

16.1  Surrender  of Possession. Tenant shall promptly  yield  and
deliver  to Landlord possession of the leased premises  upon  the
expiration  or  earlier termination of this Lease.  Landlord  may
place and maintain a "For Rent" sign in conspicuous places on the
leased  premises for sixty (60) days prior to the  expiration  or
earlier termination of this Lease.

16.2 Holding Over. In the event of a holding over by Tenant after
expiration  or termination of this Lease without the  consent  in
writing  of  Landlord,  Tenant  shall  be  deemed  a  Tenant   at
sufferance and shall pay rent for such

                             E-51

occupancy at the  rate  of
twice  the  last-current  aggregate  Base  and  Additional  Rent,
prorated for the entire holdover period, plus all attorney's fees
and  expenses  incurred  by  Landlord  in  enforcing  its  rights
hereunder,  plus  any other damages occasioned  by  such  holding
over.  Except  as  otherwise agreed, any holding  over  with  the
written   consent   of   Landlord  shall  constitute   Tenant   a
month-to-month Tenant.

SECTION XVII - QUIET ENJOYMENT

17.1  Landlord's Covenant. Tenant, upon fully complying with  and
promptly performing all of the terms, covenants and conditions of
this  Lease  on its part to be performed, shall have and  quietly
enjoy  the leased premises for the term set forth herein, if  its
performance of such terms, covenants and conditions continues for
such period.

SECTION XVIII - MISCELLANEOUS

18.1 Notices. Any notices required in accordance with any of  the
provisions  herein shall be delivered or mailed by registered  or
certified  mail to the Landlord at X.X. Xxx 00000, Xx.  Xxxx,  XX
00000-0-000, or to such other place as Landlord may from time  to
time  direct  in  writing, and to Tenant at 0000  Xxxx  Xxxxxxxxx
Xxxx., Xxxxx 000, Xxxxx, XX 00000, or to such place as the Tenant
may  from  time  to  time  direct in  writing.  If  Tenant  is  a
partnership or joint enterprise, any notice required or permitted
hereunder  may be given by or to any one partner thereof  P  with
the  same  force and effect as if given by or to all  thereof.  A
notice  shall be deemed received two (2) days after the  postmark
affixed on the envelope by the United States Post Office.

18.2 Successors or Assigns. All the terms, conditions, covenants,
and  agreements of this Lease shall extend to and be binding upon
Landlord,  Tenant,  and  their respective heirs,  administrators,
executors, successors, and permitted assigns, and upon any person
or persons coming into ownership or possession of any interest in
the  leased premises by operation of law or otherwise, and  shall
be construed as covenants running with the land.

18.3  Insolvency. If a petition is filed under the United  States
Bankruptcy  Act  or  other  law  to  have  Tenant  dissolved   or
liquidated, or if a trustee or receiver is appointed for Tenant's
assets  under said Bankruptcy Act or other law or if a proceeding
is  commenced  to  foreclose any mortgage or any  other  lien  on
Tenant's  interest in the leased premises or on personal property
kept or maintained thereon, or if Tenant makes an assignment  for
the  benefit of creditors, the Tenant shall be deemed in  default
hereunder.

                             E-52

18.4  Tenant Defined. The word "Tenant" as used herein shall mean
each  and  every  person,  partnership  or  corporation  who   is
mentioned  as  a  Tenant  herein or who executes  this  Lease  as
Tenant-  If  there shall be more than one Tenant, they  shall  be
bound   jointly  and  severally  by  the  terms,  covenants   and
agreements herein.

18.5  Brokers'  Commission. Tenant agrees to indemnify  and  hold
Landlord  harmless  from  all  damages,  liability  and   expense
(including reasonable attorneys' fees) arising from any claims or
demands  of any broker(s) or finders, for any commission  alleged
to  be due in connection with its having introduced Tenant to the
premises or participating in the negotiations with the Tenant  of
this lease.

18.6  Partial  Invalidity. If any term, covenant or condition  of
this   Lease  or  the  application  thereof  to  any  person   or
circumstances  is,  to any extent, invalid or unenforceable,  the
remainder  of  this  Lease,  or the  application  of  such  term,
covenant  or  condition  to persons or circumstances  other  than
those as to which it is held invalid or unenforceable, shall  not
be  affected thereby and each term, covenant or condition of this
Lease  shall  be  valid and be enforceable to the fullest  extent
permitted   by   law.  Furthermore,  in  lieu   of   invalid   or
unenforceable provisions, there shall be automatically  added  as
part of this Lease a provision as similar in intent and effect to
the stricken provision as may be possible while still being valid
and enforceable.

18.7  Recording. Tenant shall not record this Lease  without  the
prior  written consent of Landlord. However, upon the request  of
either  party hereto, both parties shall execute a memorandum  of
this  Lease,  in  a  form customarily used  for  the  purpose  of
recordation.  Said  memorandum of this Lease shall  describe  the
parties, the leased premises and the term of this Lease and shall
incorporate this lease by reference.

18.8  Subordination. Notice to Mortgagee; Attornment. This  Lease
shall be subordinate to any existing or future mortgages or deeds
of trust on the building or on the leasehold interest held by the
Landlord,  and  to  any  extensions,  renewals,  or  replacements
thereof; provided, however, that the Tenant's possession  of  the
leased premises, use of common areas and facilities, and all  the
Tenant's  other  rights  and  benefits  hereunder  shall  not  be
disturbed  or in any way interfered with so long as the  Landlord
has  no  right  to  terminate this Lease or re-enter  the  leased
premises  pursuant  to  Section XIV  of  this  Lease  during  the
original  lease  term  or  any extension thereof.  Tenant  shall,
within  ten (10) days of Landlord's request, execute and  deliver
to  or  as  directed by the Landlord instrument  or  certificates
stating  the  terms of the foregoing subordination  and  estoppel
certificates reciting facts regarding the existence and status of
this Lease, prepared by or at the request of the Landlord or  any
mortgagee  or

                             E-53

secured party. The Tenant shall mail duplicate copies of all notices
of default it is giving to the Landlord  to the first five (5)
mortgagees or secured parties who request in writing  that the Tenant
do so, which writing shall be actually received by the Tenant prior
to the Tenant giving its notice  of default to the Landlord and which
writing shall designate the address to which the Mortgagee's or secured
party's  duplicate copy is to be mailed- Tenant agrees to attorn to
Landlord's successor following any foreclosure, sale or transfer in lieu
thereof.

18.9  Force  Majeure. Neither Landlord nor  Tenant  shall  be  in
default  hereof  nor  liable for damages from  their  failure  to
perform  their duties or obligations hereunder if due  to  causes
beyond  their reasonable control, including, but not limited  to,
acts of God, acts of civil or military authorities, fire, floods,
windstorm, earthquake, strikes or other labor disturbances, civil
commotion,  or  war; provided, however, that the foregoing  shall
not excuse Tenant from its failure to pay amounts due under terms
of  sections  3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 9.3,  or  10.4,  19-1
hereof  or its failure to perform its obligations under terms  of
sections  8.1  or  10.2  hereof, which failure  shall  constitute
default by Tenant.

18.10 Smoking. Smoking is prohibited in the building common areas
and in the leased premises.

SECTION XIX - ENVIRONMENTAL

19.1  Tenant agrees to indemnify and hold landlord harmless  from
all  claims which may be asserted against landlord resulting from
the  release of any hazardous or toxic substance placed or caused
to  be  placed on the premises by tenant. In the event  that  any
cleanup or other response is required on the premises as a result
of  any  such substance release, tenant shall be responsible  for
performing  and paying for such cleanup. If the tenant  does  not
perform  the necessary cleanup in a timely manner the lessor  can
perform the cleanup at the tenants expense. Tenant is also agrees
to  notify Landlord of any spill or environmental problem. Tenant
will  allow Landlord reasonable environmental inspection.  Tenant
will not be responsible for any environmental problem preexisting
its  tenancy.  Landlord  agrees  to  indemnify  and  hold  Tenant
harmless  from  all claims which may be asserted  against  Tenant
resulting  form  the release of any hazardous or toxic  substance
located   at  the  building,  unless  such  hazardous  or   toxic
substances  are  present solely as a result  of  the  actions  of
Tenant,   its   officers,   agents,   employees,   invitees   and
contractors.

SECTION XX - EXECUTION OF LEASE

20.1  Execution  by  Landlord  and Tenant-  Approval  of  Lender.
Landlord  shall not be deemed to have made an offer to Tenant  by
furnishing  Tenant  with  a

                             E-54

copy of the Lease with particulars inserted.  Notwithstanding that
Landlord has received a deposit and a copy of the Lease which Tenant
has executed, no contractual or other rights shall exist or be created
between Landlord and Tenant until all parties hereto have executed this
Lease and, if so indicated by Landlord, until it has been approved in
writing by  Landlord's lender(s) and fully executed copies have been
delivered  to  Landlord and Tenant. Tenant agrees  to  make  such
changes  herein  as may be requested by Landlord's  lender(s)  so
long as such do not increase amounts due from Tenant hereunder or
otherwise substantially alter its rights hereunder.

SECTION XXI - ENTIRE AGREEMENT-APPLICABLE LAW

21.1  Entire  Agreement-Applicable  Law.  This  Lease,  and   the
Exhibits attached hereto  this reference incorporated herein, set
forth the entire agreement, of Landlord and Tenant concerning the
leased   premises,   and  there  are  no  other   agreements   or
understanding,  oral  or  written, between  Landlord  and  Tenant
concerning  the  leased premises. Any subsequent modification  or
amendment of this Lease shall be binding upon Landlord and Tenant
only  if reduced to writing and signed by them. This Lease  shall
be  governed by, and construed in accordance with the laws of the
State where the premises are located.

SECTION XXII - IMPROVEMENTS

22.1  Improvements.  Landlord, at its  cost,  will  complete  the
tenant improvements as outlined in Exhibit C attached hereto  and
made  a  part hereof.  The tenant improvements shall include  all
work  necessary to provide Tenant with finished space  ready  for
occupancy, except for telephone outlets and wiring.  The finished
space  shall  include  the  following: basic  electrical  wiring,
outlets  (does  not  include dedicated  circuits),  non-parabolic
standard florescent lighting, sprinkler relocation, all dernising
walls  finished and painted as shown on Exhibit C (uninsulated  9
interior  walls and insulated to deck common walls), heating  and
cooling ventilation, W look ceiling tiles, upgraded carpet (solid
color  chosen  from  Landlord's samples) and base,  metal  framed
solid core doors (with one side light on the entry door), and one
lock set for the main entrance door.

SECTION XXIII - RELOCATION

23.1  Relocation. Tenant agrees that Landlord may relocate Tenant
to  other space in the building containing substantially the same
amount  of  rentable square feet as is contained in the premises,
provided  that  the  actual cost of physically relocating  Tenant
(excluding  any and all consequential or other costs  to  Tenant)
and  the cost of altering the new space to make it comparable  to
the  premises  is borne by the Landlord; provided, however,  that
Landlord  may not
                             E-55

exercise said right to relocate Tenant if the premises consist of
more than ten percent of the rentable square feet in the building.
In addition, Landlord shall pay costs incurred by Tenant as a result
of the relocation, including without limitation costs incurred in
changing addresses on stationary, business cards, directories,
advertising and other such items, but in no event shall Landlord's
obligation to pay costs imposed in this sentence exceed the sum of
$500.  In the event that the new premises in which the Tenant is
relocated does not consist of the identical number of rentable square
feet as specified in this Lease, the parties shall execute an instrument
specifying the new number of square feet in the premises and  the
change  in  the number of square feet contained in  the  premises
shall  be  effective as of the date on which the Tenant  occupies
the new premises in which it is relocated.
TENANT:                                 LANDLORD:

_____________________________           DDBD, Inc.


By:__________________________           By:

ITS:__________________________          ITS:

                             E-56

EXHIBIT A
(LEGAL DESCRIPTION)

Xxx  0,  Xxxxx 0,  Xxxxxxxxx Xxxxxxxxx Xxxxxx,  according  to  the
recorded plat thereof in Dakota County, Minnesota.


                             E-57

Exhibit B

Demised Premises

                             E-58

Exhibit C

Unnsulated 9 interior walls and insulated to deck common walls

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