LESSOR LEASE NUMBER NORTHLAND FINANCIAL GROUP, INC. 324270001 7701 Normandale Rd., Suite 102 Minneapolis, MN 55435

LESSOR                                               LEASE NUMBER


NORTHLAND FINANCIAL GROUP, INC.                      324270001
0000 Xxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxxx, XX 00000


FULL LEGAL NAME AND ADDRESS OF XXXXXX                SUPPLIER OF EQUIPMENT
                                                     (COMPLETE ADDRESS)

Xxxxxx Xxxxxxxxx dba Floridino's Pizza & Pasta       The Computer Banc
0000 Xxxxxxx Xxxxxxx Xx.                             0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX 00000                                Xxxxx, XX 00000


         JOINTLY AND SEVERALLY RESPONSIBLE


QUANTITY       DESCRIPTION, MODEL #, CATALOG#, SERIAL # OR OTHER IDENTIFICATION


                                 SEE EXHIBIT "A"
                            (Rest EZ Computer System)

Equipment Location   Street Address      0000 0xx Xxxxxx Xxxxxxxxx,
xx Xxxxxxxxx         Xxxx  Xxxxxxxxxxx   Xxxxxx       Xxxxx    XX      Xxx 00000




Terms      amount of each           monthly            term of lease      no of payment           security
           Payment                  other/specify      (no. of months)                            deposit
         (plus sales tax if
              applicable)

                                                                                        
60        $319.80                                             60                60                  $340.59


                          TERMS AND CONDITIONS OF LEASE

1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the
personal property described above, together with any replacement parts,
additions, repairs or accessories now or hereafter incorporated in or affixed to
it (hereinafter referred to as the "Equipment").




2. ACCEPTANCE OF EQUIPMENT. Xxxxxx agrees to inspect the Equipment and to
execute an Acknowledgment and Acceptance of Equipment by Lessee notice, as
provided by Lessor, after the Equipment has been delivered and after Lessee is
satisfied that the Equipment is satisfactory in every respect. Lessee hereby
authorizes Lessor to insert in this Lease serial numbers or other identifying
data with respect to the Equipment.

3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. There are no
warranties by or on behalf of Xxxxxx. Xxxxxx acknowledges and agrees by his
signature below as follows:

         (a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR
ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, ON WITH RESPECT
TO ANY CHARACTERISTICS OF THE EQUIPMENT;

         (b) Lessee has fully inspected the Equipment which it has requested
Lessor to acquire and lease to Lessee, and the Equipment is in good condition
and to Xxxxxx's complete satisfaction;

         (c) Lessee leases the Equipment "as is" and with all faults;

         (d) Lessee specifically acknowledges that the Equipment is leased to
Lessee solely for commercial or business purposes and not for personal, family,
household, or agricultural purposes;

         (e) If the Equipment is not properly installed, does not operate as
represented or warranted by the supplier or manufacturer, or is unsatisfactory
for any reason, regardless of cause or consequence, Lessee's only remedy, if
any, shall be against the supplier or manufacturer of the Equipment and not
against Lessor;

         (f) Provided Lessee is not in default under this Lease, Lessor assigns
to Lessee any warranties made by the supplier or the manufacturer of the
Equipment;

         (g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES AGAINST XXXXXX; and

         (h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE
SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
OTHER OBLIGATION UNDER THIS LEASE.

     The parties have specifically negotiated and agreed to the foregoing
paragraph. Initials GP
                    ---

4. STATUTORY FINANCE LEASE. Xxxxxx agrees and acknowledges that it is the intent
of both parties to this Lease that it qualify as a statutory finance lease under
Article 2A of the Uniform Commercial Code. Xxxxxx acknowledges and agrees that
Xxxxxx has selected both: (1) the Equipment; and (2) the supplier from whom
Lessor is to purchase the Equipment. Lessee acknowledges that Lessor has not
participated in any way in Lessee's selection of the Equipment or of the
supplier, and Lessor has not selected, manufactured, or supplied the Equipment.




         XXXXXX IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING
THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY XXXXXX AND
THAT LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF
ANY SUCH RIGHTS.

5. ASSIGNMENT BY LESSEE PROHIBITED. Without Lessor's prior written consent,
Lessee shall not assign this Lease or sublease the Equipment or any interest
therein, or pledge or transfer this Lease, or otherwise dispose of the Equipment
covered hereby.

6.  COMMENCEMENT; RENTAL PAYMENTS; INTERIM RENTALS.  This Lease shall
commence upon the written acceptance hereof by Xxxxxx and shall end upon full
performance and observance by Xxxxxx of each and every term, condition and
covenant set forth in this Lease, any Schedules hereto and any extensions
hereof. Rental payments shall be in the amounts and frequency as set forth on
the face of this Lease or any Schedules hereto. In addition to regular rentals,
Lessee shall pay to Lessor interim rent for the use of the Equipment prior to
the due date of the first payment. Interim rent shall be in an amount equal to
1/30th of the monthly rental, multiplied by the number of days elapsing between
the date on which the Equipment is accepted by Lessee and the commencement date
of this Lease, together with the number of days elapsing between commencement of
the Lease and the due date of the first payment. The payment of interim rent
shall be due and payable upon Xxxxxx's receipt of invoice from Lessor. The
rental period under the Lease shall terminate following the last day of the
terms stated on the face hereof or in any Schedule hereto unless such Lease or
Schedule has been extended or otherwise modified. Lessor shall have no
obligation to Lessee under this Lease. If the Equipment for whatever reason, is
not delivered to Lessee within ninety (90) days after Lessee signs this Lease.
Lessor shall have no obligation to Lessee under this Lease if Lessee fails to
execute and deliver to Lessor an Acknowledgment and Acceptance of Equipment by
Lessee acknowledging its acceptance of the Equipment within thirty (30) days
after it is delivered to Lessee, with respect to this Lease or any Schedule
hereto.

THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY XXXXXX.

XXXXXX UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR, NO
BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR
SUPPLIER, IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE,
AND NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM LESSEE'S
OBLIGATIONS SET FORTH IN THIS LEASE.

7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor at
its principal office listed above. This Lease shall be considered to have been
made in the state of Lessor's principal place of business listed above and shall
be interpreted in accordance with the laws and regulations of the state of
Lessor's principal place of business.




         Xxxxxx agrees to jurisdiction in the state of Lessor's principal place
of business listed above in any action, suit or proceeding regarding this Lease,
and concedes that it, and each of them, transacted business in the state of
Lessor's principal place of business listed above by entering into this Lease.
In the event of any legal action with regard to this Lease or the equipment
covered hereby, Xxxxxx agrees that venue may be paid in the County of Lessor's
principal place of business.

LESSEE:   Xxxxxx Xxxxxxxxx dba Floridino's  LESSOR: Northland Financial
          Pizza & Pasta                             Group Inc.

                      Date                   /s/ Xxxxxxx Xxxxxxx   Date 10/29/98
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/s/Xxxxxx Xxxxxxxxx   Date 10/23/98
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