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University Technology Centers, Inc.
LEASE AGREEMENT

Landlord and Tenant, in consideration of the covenants herein contained, hereby agree as follows:

1. BASIC LEASE PROVISIONS.

LEASED PREMISES: Suite(s) ___________ on the _________ floor of the University Technology Enterprise Center (“UTEC”), 1313 5th Street SE, Minneapolis, Minnesota ("Building") as generally indicated on the attached Exhibit A.

TERM: The period of ________ months beginning on _______, _____ and continuing thereafter to and including ________, ______, _______. This Agreement is noncancellable except as specifically provided herein.

USE: The Leased Premises are to be used and occupied by Tenant solely for the purpose of general business use, specifically: _________________________________

RENT: Tenant shall pay to Landlord a Monthly Rent in the sum of: $_______ monthly rent.

SECURITY DEPOSIT: Tenant shall, prior to occupancy and in the case of any extension of term, maintain a deposit with Landlord in the sum of $ monthly rent or one month’s rent, whichever is greater, as a security deposit. Such security deposit shall be considered as security for the payment and performance by Tenant of all of Tenant's obligations, covenants, conditions and agreements under this Lease. Within thirty (30) days after the expiration of the term hereof, Landlord shall, provided that Tenant is not in default under the terms hereof, return such security deposit to Tenant, without interest, less such portion thereof as Landlord shall deem necessary to make good any covenants, conditions or agreements. If Tenant shall default with respect to any condition or covenant of this lease, Landlord shall have the right, but shall not be obligated, to apply all or any portion of the security deposit to cure any sum in Default or any other sum which Landlord may be required to tender by reason of Tenant's default, in which event Tenant shall be obligated to promptly deposit with Landlord the amount necessary to restore the security deposit to its original amount. In the event of the sale or transfer of Landlord's interest in the Building, Landlord shall have the right to transfer the security deposit to such purchaser or transferee, in which event Tenant shall be entitled to look only to the new Landlord for the return of the security deposit and current Landlord shall thereupon be released from all liability to Tenant for the return of such security deposit. Tenant hereby specifically agrees not to withhold set-off or otherwise fail to pay any rent due herein to secure the return of the security deposit.

EXHIBITS: The following Exhibits are attached to this Lease and are hereby incorporated into this Lease by reference as though fully set forth:

Exhibit A - Leased Premises
Exhibit B - Additional Provisions
Exhibit B-1 - Telephone Policy
Exhibit C - Building Rules and Regulations
Exhibit D - Janitorial Service
Exhibit E - Locker and Storage Rental
Exhibit F - Sublet

2. GRANT OF LEASE. Landlord does hereby lease the Leased Premises to Tenant and Tenant does hereby lease and accept the Leased Premises from Landlord to have and to hold during the Term, subject to the terms and conditions of this Lease.

3. RENT PAYMENT. The Monthly Rent shall be paid to the Landlord at the above referenced Address, or such other place or places or to such other party or parties as Landlord from time to time shall designate, on or before the first day of each calendar month during the Term and any extensions or renewals thereof without demand and without any reduction, abatement, counterclaim or setoff. If the Term of this Lease, as heretofore established, commences on other than the first day of the month or terminates on other than the other than the last day of a month, then the Monthly Rent provided for herein for such month or months shall be prorated and the installments so prorated shall be paid in advance.

4. SERVICE CHARGE. All rent and other sums payable hereunder by Tenant which are not paid within ten (10) days after any such rent or other sum becomes due shall bear interest from the date due to the date paid at an annual rate of interest equal to (a) the lesser of two percent (2%) above the rate from time to time announced by Wells Fargo of Minnesota, N.A. as its "prime rate" or (b) the highest rate permitted by law.

5. ACCEPTANCE OF PREMISES. Taking of possession of the Leased Premises by Tenant shall be conclusive evidence that the Leased Premises were, on that date, in good, clean and tenantable condition as represented by Landlord. Tenant acknowledges that no representations as to the repair of the Leased Premises or promises to alter, remodel or improve the Leased Premises have been made by Landlord, except as may be provided in the attached (if any) written agreement between Tenant and Landlord.

6. TIME OF POSSESSION AND OCCUPANCY OF PREMISES. In the event that the Landlord is unable to deliver possession of the Leased Premises to the Tenant by the commencement date of the Term for any reason, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof, and the Term of this Lease shall be for the same term of months, plus the same additional allotted number of days. If Tenant, with permission of Landlord, takes possession of the Leased Premises earlier than the commencement date specified herein, the Term shall be extended accordingly and monthly rent shall be prorated for such additional period.

In the event of a change in the Term by reason of this paragraph, Landlord and Tenant, at the request of either Landlord or Tenant, shall each execute and deliver to the other an amendment to this Lease specifying the commencement date and the expiration date of the Term of this Lease.

LANDLORD/TENANT COVENANTS.

7. LANDLORD COVENANTS and agrees as follows:

(a) To cause public utilities to furnish any electricity and water utilized in operating any and all of the facilities serving the Leased Premises.

(b) To furnish Tenant during Tenant's occupancy of the Leased Premises:

(i) Water at those points of supply provided for general use of other tenants in the Building and heat and air conditioning in season, at such temperatures and in such amounts as are considered by Landlord to be reasonable, such services to be during normal business hours for the Building (Monday through Friday 7 AM to 10:00 PM and Saturday 8:00 AM to 10:00 PM, and Sundays 10: AM to 10:00 PM exclusive of holidays. (Holidays the Building is closed are as follows: New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day).

(ii) Routine maintenance for all public areas and special service areas of the Building in the manner and to the extent deemed by Landlord to be standard. Tenant shall be responsible for the cleaning of, and trash removal from, the Leased Premises and the cost thereof, although Landlord may make such services available to Tenant for an additional charge.

(iii) Electrical facilities and sufficient power for typewriters, personal computers, and other office machines of similar low electrical consumption, but not including electricity required for electronic data processing equipment, scientific and/or biologic equipment, special lighting in excess of building standard, and any other item of electrical equipment which (singly) consumes more than .5 kilowatts per hour at rated capacity or requires a voltage other than one hundred twenty (120) volts single phase; and provided that the installation and operating costs will be the obligation of Tenant.

Building Standard for Electronic Equipment: The square footage of occupancy x electronic consumption/allowable as standard as defined by BOMA will be allocated to the tenant for standard office space. In the event electric, electronic, or biological equipment in or on leased premises exceeds the building standard, the equipment will either be (a) removed, by written request, at discretion of Landlord, or (b) an additional cost of actual expected electrical usage excess +10% will be allocated and charged to the Tenant, which Tenant hereby agrees to pay, all at the sole discretion of Landlord. Should Landlord request written removal of the equipment from the premises, and it is not removed from the premises within ten (10) business days from said order, said actions by Tenant shall constitute a default under said Lease, and all provisions regarding Default shall apply.

(iv) Reasonable access to and use of all common areas within the Building at such time and governed by such rules as are established by Landlord from time to time. (See Exhibit C - Rules)

(v) Keys as specified in Exhibit B for the door entering the Leased Premises, and additional keys at a charge by Landlord on an order signed by Tenant. All such keys shall remain the property of Landlord. No additional locks shall be allowed on any door of the Leased Premises without Landlord's written permission, and Tenant shall not make, or permit to be made, any duplicate keys. Upon termination of this Lease, Tenant shall surrender to Landlord all keys to the Leased Premises, and give to Landlord the combination of all locks for safes, safe cabinets and vault doors, if any, in the Leased Premises.

(vi) Tenant agrees to abide by any and all terms and conditions of Landlord’s Telephone Policy, attached hereto as Exhibit B-1 and incorporated by reference therein. By execution of this lease, Tenant hereby acknowledges that it has received a full and complete copy of said Telephone Policy, has read and understood it, and agrees to abide by its terms.

Failure by Landlord to any extent to furnish any defined service, or any cessation thereof, resulting from causes beyond the control of Landlord, shall not render Landlord liable in any respect for damages to either person or property, not be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Under no circumstances shall Landlord be liable for consequential damages arising from any failure to furnish any defined service or any cessation thereof. Should any of the equipment or machinery utilized in supplying the services listed herein break down, or for any cause cease to function properly, Landlord shall use reasonable diligence to repair the same promptly, but Tenant shall have no right to terminate this Lease, and shall have no claim for rebate of rent or damages, on account of any interruption in service occasioned thereby or resulting therefrom.

In the event Tenant desires any of the aforementioned services in amounts in excess of those deemed by Landlord to be building standard and in the event that Landlord provides additional services of any kind to Tenant, including, but not limited to, word processing, phone answering, phone equipment rental, furniture rental, copying, or postage, Tenant shall pay to Landlord as additional rent hereunder the cost of providing such additional services.

Tenant shall, and may peacefully have, hold, and enjoy the Leased Premises, subject to the other terms hereof, provided that Tenant pays the rental herein recited and performs all of Tenant's covenants and agreements herein contained.

TENANT COVENANTS and agrees as follows:

8. ALTERATIONS, ADDITIONS AND IMPROVEMENTS BY TENANT: Tenant agrees not to permit the Leased Premises to be used for any purpose other than stated in the Basic Lease Provisions, or to make or allow to be made any alterations, additions or improvements in or about the Leased Premises without first obtaining the written consent of Landlord. Any and all such alterations, additions or improvements, when made to the Leased Premises, shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease by lapse of time or otherwise provided. THIS CLAUSE SHALL NOT APPLY TO MOVABLE EQUIPMENT OR FURNITURE OWNED BY TENANT.

PHONE SYSTEM AND PHONE LINE INSTALLATION ARE SPECIFICALLY AGREED TO BE ALTERATIONS AND ADDITIONS WHICH REQUIRE LANDLORD'S CONSENT HEREUNDER. PHONE SERVICE THROUGH THE BUILDING'S CENTRAL SYSTEM AND PHONE EQUIPMENT ARE AVAILABLE AS ADDITIONAL, SEPARATELY CHARGEABLE SERVICES FROM LANDLORD.

9. REPAIRS BY TENANT. In the event that Tenant or Tenant's agents, employees, invitees, subtenants or visitors shall cause any damage or injury to the Building or surrounding grounds, including, but not limited to, the Leased Premises, then Landlord may make the necessary repairs or replacements, and Tenant shall repay all costs thereof to the Landlord on demand.

10. MECHANICS' LIENS. Tenant will not permit any mechanics', laborers' or materialmen's liens to stand against the Leased Premises or the Building or surrounding grounds for any labor or material furnished to or on account of Tenant or claimed to have been so furnished on or about the Leased Premises. In the event any mechanics’, laborers’ or materialmen’s liens are implemented or levied against the Leased Premises without knowledge of or permission of Landlord, Tenant hereby unequivocally agrees to release, indemnify and hold Landlord harmless from any such liens, including any and all court costs, attorney’s fees and interest associated with the same.

11. SURRENDER OF PREMISES / ABANDONED PROPERTY. Upon the expiration or termination of the Term of this Lease, Tenant shall surrender the Leased Premises in good order and condition except for reasonable wear and tear and damage, if any, by fire or other casualty.

Upon expiration of this Agreement, or if Tenant shall abandon, vacate or surrender the premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Leased Premises or in the Building shall be deemed to be abandoned at the option of the Landlord. Any property of Tenant left by Tenant and/or removed by Landlord in accordance with this paragraph may be stored by Landlord at the cost and expense of Tenant, at the sole risk of Tenant and without any further responsibility on the part of the Landlord, and Landlord may without removing said property and without any notice to Tenant, sell or dispose of the same at public or private sale for the account of Tenant, in which event the proceeds may be applied by Landlord upon any indebtedness due from Tenant to Landlord. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession of the premises and removing or disposing of said property as herein provided. For purposes of this paragraph, abandonment shall be defined as failure to remit rent during one complete billing cycle and no response to attempts by Landlord to contact Tenant for same during that time period.12. COMPLIANCE WITH ORDINANCES, RULES, REGULATIONS.

(a) Tenant agrees not to occupy or use, or permit any portion of the Leased Premises to be occupied or used, for any business or purpose which is unlawful, disreputable, or deemed to be hazardous on account of fire, or permit anything to be done which would in anyway increase the rate of fire insurance coverage on the Building, its contents, and surrounding grounds.

(b) Tenant agrees to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal, or promulgated by other agencies or bodies having any jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises and the Building and surrounding grounds.

(c) Tenant agrees to provide Landlord with a complete description and inventory of all chemicals, substances, materials specifically including, but not limited to, toxic materials used or stored for any reason by Tenant on or about the Leased Premises and surrounding grounds. Tenant shall describe in detail how such materials are handled, stored, used and disposed of and shall update any disclosures required by this paragraph if any changes occur.

(d) Tenant and Tenant’s employees, clients, and invitees agree to not carry, store, maintain or possess any firearms, explosive devices, archery equipment, switchblades, knives, knife-like objects exceeding 4.5 inches, and/or any type of incendiary devices at, near, or on the subjects demised, premises, common areas or sidewalks, alleys, streets or passageways connected to or near the premises. Should tenant need to possess or maintain a permit to carry any of the aforementioned devices for business purposes upon his or her person, the existence of said permit shall be disclosed to landlord or its managing agent (a) immediately at the time of the issuance or renewal of said permit or (b) at first opportunity while applying to lease the demised premises or upon occupancy of premises, whichever is first. Violation of this policy shall be construed as a default under and pursuant to the terms of this lease agreement, and all remedies available to landlord upon said default, including, but not limited to, the terms of paragraph 24, shall apply.

(e) Any violation of the above provisions shall constitute an immediate default of and under the terms and provisions herein, with all rights upon default immediately inuring to Landlord, as fully set forth in Paragraph 24 or otherwise.

13. LANDLORD'S RIGHT OF ENTRY. Tenant agrees to permit Landlord or its agents or representatives to enter into and upon any part of the Leased Premises at all reasonable hours to inspect the same, clean, make repairs, alterations or additions thereto or exhibit the Leased Premises to prospective tenants, purchasers or others, or for other reasonable purposes as Landlord may deem necessary or desirable. Tenant shall not be entitled to any abatement or reduction of Monthly Rent or any other sums due under this Lease by reason thereof. Landlord has the right to enter upon the Leased Premises at any time in case of emergency. Landlord shall give advance notice of entry, by telephone or written notice, if reasonably possible.

14. NUISANCE. Tenant agrees to conduct its business and control its agents, employees, invitees and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building. Tenant agrees that no overshoes, rubbers or mats or objects of any sort will be placed in the lobbies, corridors or other public areas.

15. ASSIGNMENT OR SUBLEASE BY TENANT.

(a) Tenant shall not assign or in any manner transfer this Lease or any interest therein, nor sublet the Leased Premises or any part or parts thereof, nor permit occupancy by anyone without the prior written consent of Landlords. In the event Tenant is a corporation or partnership, transfer of effective control of the Tenant shall constitute an assignment under this Article 15. In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects to terminate this Lease, in which event Tenant will be relieved of all further obligations hereunder. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected not to terminate this Lease and Tenant shall not assign this Lease or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not unreasonably be withheld. Consent by Landlords to one or more assignments of this Lease or to one or more sublettings of the Leased Premises shall not operate as a waiver of Landlord's rights under this Article. No assignments or subletting shall release Tenant of any of its obligations under this Lease or be construed or taken as a waiver of any of Landlords rights hereunder. It is hereby agreed that any unauthorized or unapproved assignments or sublets, whether written, verbal or by virtue of the parties’ conduct or possession of the premises, shall bind said assignee(s), in addition to Tenant herein, to all terms and conditions herein. The acceptance of rent from someone other than Tenant shall not be deemed to be waiver of any of the provisions of the Lease or consent to any assignment or subletting of the Leased Premises. Landlord shall have the right to terminate this Lease in the event of Tenant's failure to comply with the terms of this Article.

(b) Neither this Lease nor any interest therein shall pass to any trustees or receiver in bankruptcy, or any assignment for the benefit of creditors, or by operation of law, without specific written agreement of Landlord. This Lease shall terminate automatically upon the occurrence of any one of the events in this subparagraph (b) without such permission.

16. SUBORDINATION TO MORTGAGE. Tenant agrees that this Lease and Tenant's interest in this Lease shall, at Landlord's option, be secondary to any mortgage, deed of trust or other method of financing or refinancing now or hereafter placed on the Leased Premises, the Building or surrounding grounds, the land underlying the Leased Premises and/or the Building of which the Premises is a part, provided such mortgagee or trustee agrees that the Tenant's rights hereunder shall not be diminished except in the event of a default by Tenant. Tenant further agrees that it will execute and deliver any and all documents necessary to show that Tenant's rights under this Lease are secondary and subject to any mortgagee or trustee. Landlord will subsequently provide a nondisturbance agreement to Tenant.

17. ESTOPPEL CERTIFICATE. Tenant will execute, acknowledge, and deliver to Landlord or any proposed mortgagee or purchaser a certificate by Tenant which confirms the terms and conditions of this Lease within five (5) days of a written request of Landlord. Tenant's failure to do so shall automatically appoint Landlord its attorney-in-fact for completion of such certificate.

18. SIGNS AND GRAPHICS. Except with the prior written consent of Landlord, Tenant shall permit no lettering, sign, advertisement, notice or object and permit no such display on the windows or doors or on the outside of the perimeter walls of the Leased Premises or so as to be visible through the windows or exterior doors of the Leased Premises. Any sign or lettering not approved by the Landlord in writing may be removed by it and the cost of such removal and the restoration of the Leased Premises resulting therefrom shall be paid forthwith by Tenant.

19. ASSIGNMENT BY LANDLORD. Landlord shall have the right to sell, convey, transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and the property referred to herein, and in such event, no further liability or obligations shall thereafter accrue against Landlord hereunder. Tenant agrees to attorn to such transferee.

20. CONDEMNATION. If the Leased Premises shall be taken or condemned for any public purpose, or purchased under threat of such taking, to such an extent as to render the Leased Premises untenantable, this Lease shall, at the option of either party, forthwith cease and terminate. All proceeds from any taking or condemnation of the Leased Premises shall belong to and be paid to Landlord. Tenant hereby holds Landlord harmless and releases, discharges, and acquits Landlord for any and all damages, and from any and all demands, causes of action or claims which Tenant may have arising from or related to any said takings or condemnations.

21. DAMAGE BY CASUALTY. In the event the Building is substantially damaged from fire or other causality, either party may elect to terminate this Lease upon written notice to the other not later than sixty (60) days following such damage. In the event neither party elects to terminate the Lease as above provided, Landlord shall, at its expense, proceed immediately and with due diligence to restore the Premises to the condition which existed immediately prior to such damage as reasonably possible, and the rentals shall abate during such untenantable period as to the portion of the Premises untenantable. The Landlord shall determine in its sole discretion whether the premises are untenantable.

In the event Landlord cannot restore the Premises to the condition which existed immediately prior to such damage, which shall be determined solely by Landlord and after thorough investigation, Landlord may elect to terminate this Lease not later than thirty (30) days following such damage. If said properties are restorable, Landlord will conduct and complete repairs as soon as practicable and within a reasonable time period, and rent payments due hereunder will be pro-rated accordingly.

22. HOLDING OVER. In the event of any unauthorized holding over, Tenant shall indemnify Landlord against all claims for damages by any other Tenant to whom Landlord may have leased all or any part of the Leased Premises covered hereby effective upon the termination of this Lease. Any holding over with the consent of Landlord in writing shall thereafter constitute a lease from month to month, at one (1) and one-half (1/2) times the rate of Monthly Rent as Tenant was obligated to pay for the month immediately preceding the end of the Lease Term.

23. ATTORNEYS' FEES AND COURT COSTS. All attorney’s fees and court costs incurred by either party in the successful enforcement of this lease shall be borne personally by each respective party, save and except the landlord’s reserved right herein to collect the same in and upon default by Tenant.

24. DEFAULT BY TENANT. If default be made in the payment of any sum by Tenant under this Lease, and default shall continue for ten (10) days (a) after written notice or (b) in the performance of any of the other covenants or conditions which Tenant is required to observe and to perform, or if the interest of Tenant under this Lease shall be levied on under execution or other legal process, or if any petition shall be filed by or against Tenant to declare Tenant bankrupt or to delay, reduce or modify Tenant's debts or obligations, or if any petition shall be filed or other action taken to reorganize or modify Tenant's capital structure if Tenant be a corporation or other entity, or if Tenant be declared insolvent according to law, or if any assignment of Tenant's property shall be made for the benefit of creditors, or if receiver or trustee is appointed for Tenant or its property, or if Tenant shall vacate or abandon the Leased Premises during the term of this Lease or any renewals or extensions thereof, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease (provided that no such law, execution, legal process or petition filed against a Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within sixty (60) days from the date of its creation, service or filing) and thereupon, at Landlord's option, Landlord may terminate this Lease and forthwith repossess the Leased Premises and remove all persons or property therefrom, and be entitled to recover forthwith as damages a sum of money equal to the total of (i) the cost of recovering the Leased Premises, (ii) the unpaid Monthly Rent, including all monthly tenant services, owed at the time of termination, plus interest thereon from due date at the maximum rate permitted by law, (iii) the balance of the Monthly Rent for the remainder of the Term of the Lease less the fair market rental value of the Leased Premises for said period, (iv) any other sum of money, late charges and damages owed by Tenant to Landlord including all monthly tenant services incurred and (v) all court costs, expenses and Attorney’s Fees associated with and/or accrued in enforcement of the aforesaid provisions.

Failure of Landlord to declare any default shall not constitute a waiver of any of Landlord’s rights hereunder, including its rights and remedies upon default. Landlord hereby reserves its right to declare default at anytime.

If Tenant defaults in the observance or performance of any of Tenant's covenants, agreements or obligations hereunder, Landlord may, but without obligation, and without limiting any other remedies which it may have be reason of such default, cure the default, charge the costs thereof to Tenant and Tenant shall pay the same as additional rent within ten (10) days, together with interest thereon at the rate specified in Article 4 hereof, together with any and all court costs and reasonable Attorney’s fees.

25. INDEMNITY. Landlord and its representatives shall not be liable to Tenant or to Tenant's agents, servants, employees, customers or invitees for any damage to person or property caused by any act, omission or neglect of Tenant, and Tenant agrees to indemnify, defend and hold harmless Landlord from any and all claims for any such damage. Tenant shall not be liable to landlord, or to Landlord's agents, servants, employees, customers or invitees, for any damage to person or property caused by any gross negligence or willful misconduct of Landlord.

26. WAIVER OF SUBROGATION. Anything in this Lease to the contrary notwithstanding, neither Landlord nor Tenant shall be liable to the other for any loss or damage to property, or injury to or death of persons, occurring on the Leased Premises, or the adjoining properties, parking areas, sidewalks, streets, alleys or passageways, or in any manner growing out of or in connection with Tenant's use and occupancy of the Leased Premises, or the condition thereof or of adjoining parking areas, streets, sidewalks, alleys or passageways, caused by the negligence or fault of Landlord or Tenant, or of their respective agents, employees, subtenants, licensees, assignees or invitees, to the extent that such loss or damage to property or injury to or death of persons, is covered or indemnified by insurance carried by the other party (regardless of whether such insurance is payable to or protects Landlord or Tenant, or both), or for which such party is otherwise reimbursed; and Landlord and Tenant each respectively hereby waive all right of recovery against the other, its agents, employees subtenants, licensees, assignees or invitees, for any such loss or damage to property or injury to or death of any persons to the extent that the same is received or indemnified by proceeds received from any such insurance, or for which reimbursement is otherwise received, and hereby mutually covenant and warrant that no insurer shall hold any right of subrogation against such other party. Each party shall cause each insurance policy obtained by it to provide that the insurance waives all right of recovery by way of subrogation against either party in connection with a claim covered by any policy.

27. TENANT INSURANCE. Tenant agrees to procure and maintain a policy or policies of liability insurance, at its own cost and expense, insuring Landlord and Tenant from all claims, demands or actions for injury or death or property damage on, in or about the Leased Premises in amounts which are from time to time reasonably required by Landlord, but not less than Five Hundred Thousand Dollars ($500,000) for injury or death sustained by one or more persons as a result of any one occurrence and Five Hundred Thousand Dollars ($500,000) for damage to property as a result of any one occurrence. Said insurance shall be in a form and with an insurer reasonably acceptable to Landlord, shall not be subject to cancellation except after at least ten (10) days' prior written notice to Landlord, and the policy or policies, or duly executed certificate or certificates for the same, together with satisfactory evidence of the payment of premium thereon, shall be deposited with Landlord at the commencement of the term and upon any renewal of said insurance not less than ten (10) days prior to the expiration of the term of such coverage. Said policy, policies, certificate(s) of insurance and/or binder(s) shall list Landlord as an additional insured. Tenant shall also secure its own fire and extended coverage insurance covering all Tenant's personal property and removable trade fixtures.

28. SEVERABILITY. If any term or provision of this Lease or application thereof shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the extent permitted by Law.

29. WAIVER OF COVENANTS. Failure of Landlord to insist in any one or more instances upon strict performance of any term, covenant or condition of this Lease or to exercise any option herein contained, shall not be construed as a waiver or a relinquishment of that or any other term, covenant, condition or option, but the same shall continue and remain in full force and effect. The receipt by Landlord of rents with knowledge of a breach of any of the terms, covenants or conditions of this Lease shall also not constitute a waiver or relinquishment of any term, covenant or condition herein.

30. SUBSTITUTION OF LEASED PREMISES. At any time after the execution of this Lease, Landlord may substitute for the Leased Premises other premises in the Building (the "New Premises") which shall be comparable to the Leased Premises, in which event the New Premises shall be deemed to be the Leased Premises for all purposes hereunder, provided that if Tenant is occupying the Leased Premises at the time of any such substitution, Landlord shall pay the expenses of moving Tenant, its property and equipment to the New Premises. Landlord shall, at its sole cost, improve the New Premises with improvements substantially similar to those located in the Leased Premises and within thirty (30) days after Landlord has completed such improvements, Tenant shall (i) remove all of Tenant's goods and effects and those of all persons claiming under Tenant and (ii) quit and deliver up the Leased Premises to Landlord peaceably and quietly in as good order and condition as the same were in on the date the Lease Term commenced, reasonable wear and tear excepted.

31. NOTICES. All notices, demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given when deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, and addressed to the party to be notified at the address for such party specified in this Lease, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days notice to the notifying party. Tenant hereby appoints as its agent to receive the service of all proceedings and notices the person in charge of or occupying the Leased Premises at the time, and if no such person shall be in charge of occupying the same, then such service may be made by attaching the same on the main entrance of Leased Premises.

Landlord may, at its option, deliver notices, demands, consents and approvals hereunder by depositing the same in designated mail slots in the Building. Such mail slots may also be used by Landlord for valid delivery of any notices including, but not limited to, notification to Tenant of rules and regulations, service interruptions, holiday schedules, rate changes and other information.

32. TERMS AND CONDITIONS

(a) This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenants assigns.

(b) All rights and remedies of Landlord under this Lease shall be cumulative, and none shall exclude any other rights or remedies allowed by law. This Lease is declared to be a Minnesota Contract, and all of the terms hereof shall be construed according to the laws of the State of Minnesota.

(c) The captions in this Lease are for convenience only and are not part of this Lease.

(d) This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute the same instrument.

(e) The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of or option for, the Leased Premises and this document becomes effective and binding only upon the execution and delivery hereof by Landlord and Tenant. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by agreement in writing between Landlord and Tenant. No act or omission of any employee or agent of Landlord or of Landlord's broker shall alter, change or modify any of the provisions hereof. Further, if the Landlord or any successors in interest shall be an individual, joint venture, tenancy in common, firm or partnership, general or limited, there shall be no personal liability on such individual(s) or on the member(s) of such joint venture, tenancy in common, firm or partnership, general or limited, in respect to any of the covenants or conditions of this Lease, and in the event of any default or breach by Landlord. Tenant shall look solely to the estate and property of Landlord for collection of any judgment (or any other judicial procedures requiring the payment of money by Landlord) and no other property or assets of Landlord shall be subject to levy, execution or other procedures for satisfaction of Tenant’s remedies.

(f) If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several.

(g) In all instances where Tenant is required by the terms and provisions of this Lease to pay any sum or to do any act at a particular time or within an indicated time period, it is understood and agreed that time is of the essence.

(h) This document and any and all exhibits thereto constitute the final expression and entire agreement of the parties thereto, and supersede all agreements, whether verbal or in writing , of the parties thereto.

IN TESTIMONY, Landlord and Tenant, respectively, have duly signed and sealed these presents.

TENANT (IF CORPORATION OR PARTNERSHIP):____________________________________________

By: Its:
Date: By:
Its:
Date: TENANT (IF INDIVIDUAL):
Date: Name of Sole Proprietorship (if any):

LANDLORD:
UTEC Associates, L.L.P.

By:
David P. Jasper
Its: Managing Partner
Date:

EXHIBIT B

Additional Provisions

1. JANITORIAL: Tenant shall receive as part of this lease, weekly trash removal from suite. Additional janitorial services may be purchased at the UTEC main office.

2. PARKING: No free contract parking spaces are included with this lease. No free parking coupons are included with this lease. Tenant may purchase monthly parking upon availability at the current market rate through the main UTEC office.

3. SPECIAL PROVISIONS: The following are Samples only for UTEC office staff:

A. SHORT TERM TERMINATION: It is agreed that Tenant may give sixty (60) day written notice (based on calendar month progression) to terminate this lease beginning the end of , .

B. OPTIONS TO RENEW WITH CPIU: Tenant has consecutive year renewal options with this lease and must notify UTEC of intent to exercise each renewal option in writing at least sixty days before the end of the current annual lease period. Rent in each consecutive annual lease period after the initial lease year shall be increased by the percentage increase in the CPI-U for the US for the prior calendar year in the case of each annual renewal.

C. PULLMAN OFFICE CLAUSE: Suite Insert Suite Number is designated a “Pullman style office” and as such certain special understandings and use restrictions apply:

• Built-in equipment such as the desk/counter tops, secretarial shell, bookshelves, etc., are the property of the Lessor and may not be removed or altered for any reason.
• The swivel chair, file cabinet, waste basket and window coverings are the property of the Lessor and may not be removed, altered or exchanged for any other like items without written permission from the Lessor.

4. KEY RELEASE: The following keys will be issued to Lessee and shall be returned at the termination of this lease with the understanding that the keys are not to be duplicated, loaned to anyone or used in any way which would reduce the security of leased area. In addition, Lessee agrees to lock all doors at end of day or when entering or leaving at any time other than established business hours.

Front door keys
Suite keys
P.O. Box key

Please note: There is a service charge of $5 per occurrence for having Landlord lock or unlock your suite or mailbox for you. Copies of keys are available for $2 each by filling out a work order in the UTEC Main Office.

EXHIBIT B-1

LANDLORD'S TELEPHONE SERVICE POLICY

Paragraph 7(b) (vi) of the aforementioned lease refers to the services which may be provided to Tenant by Landlord and considered additional rent. If Tenant decides to include telecommunications services with the lease this amendment must be executed and included with the lease. Landlord's policy for provision of all telecommunications services (phone line service, long distance, repair, installation, Internet connections, equipment rental, etc.) is as follows:

1. Landlord is billed for all tenant customer telecommunication services in advance of the time it re-bills those customers. All telecommunication services are required to be paid current from UTEC invoice within each billing cycle.

2. In the event that arrearages occur or the monthly cycle telecommunication billing exceeds $500.00, Landlord, at its sole discretion, may require payment of telecommunication services in full within ten working days of the date of Landlord's billing. A written notice regarding this accelerated payment requirement will be included with the subject invoice.

3. Failure to remain current within the monthly billing cycle or failure to pay the full amounts due upon receipt of notice as provided in paragraph 2 will result in termination of telecommunications services. In accordance with Minnesota law, telecommunications services will be terminated five (5) working days after written notice to the Tenant (unless the fifth working day falls on a Friday, Saturday, Sunday or a legal holiday, in which case service will be disconnected the next working weekday). 4

a charge of $65 per line to reconnect service and Landlord may require a written deposit or payment commitment agreement with a personal guarantee to reconnect.

EXHIBIT C

Building Rules and Regulations

1. The parking lot is for parking of operational and authorized motor vehicles only. No repairs or servicing of vehicles is allowed. Non-operational vehicles may not be stored in the lots. All vehicles must be out of the lot overnight for snow removal and lot sweeping as directed by UTEC Management.

2. Unless specifically authorized in writing by UTEC, activities in the parking lot shall be limited to parking of vehicles only. No car washing, tailgating type parties or gatherings, consumption of alcohol or illegal drugs substances, etc., will be allowed in any of the parking lots or other grounds areas.

3. As of October 1, 1993 the entire UTEC building is SMOKE FREE. Smoking will be allowed in designated areas only. Smoking is NOT ALLOWED in the UTEC Building entry accesses or outside the front (southwest) entrance. The only designated smoking area is in the former West Entrance, which has been converted to a smoking area. The door to the smoking area cannot be propped open anytime, for any reason.

4. Trash and recycling may not be left in the halls or common areas except in authorized disposal containers.

5. Tenants may not store anything in the hallways or common areas without written permission from UTEC Management.

6. No pets or animals are allowed on the premises unless specifically identified and approved as a term or amendment to the lease.

7. The entire building and grounds are leased for BUSINESS PURPOSES ONLY. This means that the following activities are not allowed:

(a) No overnight residency of any kind is permitted by ordinance and Management Policy.

(b) No storage or preparation of food in offices related to residency is allowed. Exceptions are lunches in the lunchroom and when provided for in the lease as being specific to the nature of the business.

(c) No storage, dispensing or consumption of alcoholic beverages is permitted without prior written approval from UTEC for each individual occurrence.

(d) No storage, dispensing or use of illegal substances is allowed (i.e., narcotics, stimulants, etc.).

8. UTEC provides basic suite identification and signage as part of the lease and has a sign policy. No additional signage may be displayed outside the suite or on outside windows without written permission from UTEC.

9. Use of non-office type electrical appliances such as window fans, hot-plates, industrial coffee pots, etc., are prohibited unless specifically approved in writing by UTEC management.

10. With the awareness that the building is a place of business for its occupants, it is assumed that behavior and dress of both tenants and guests will conform to both common sense and good taste, such as to not offend or interfere with others' professional and business use of the premises.

EXHIBIT D

Janitorial Services Contract

Landlord and Tenant, in consideration of the covenants contained in that certain lease dated ______________ , between UTEC Associates, L.L.P. and _______________________ for Suite ________ on the _______________ floor of University Technology Centers, Inc. for the period of ________ months beginning on ___________________, and continuing thereafter through _______________________ , agree to amend said covenants as follows:

1. Included Services:

• Empty wastebaskets five (5) days per week
• Light dusting twice weekly
• Vacuum once per week- entire office
• Spot vacuuming on request for spills, etc.

2. Rate: Per month payable with rent shall be: $_.06/s.f._. This rate is subject to change based on market conditions. Landlord will notify Tenant thirty (30) days prior to any increase. Tenant shall have thirty (30) days after receipt of said notice to terminate Janitorial Services in writing.

The undersigned additionally acknowledge that all other terms, conditions, exhibits, attachments and amendments to said lease unless specifically herein amended shall remain in full force and effect.IN TESTIMONY, Landlord and Tenant, respectively, have duly signed and sealed these presents.

TENANT (IF CORPORATION OR PARTNERSHIP):

By: Its:
Date:
TENANT (IF INDIVIDUAL):

Date: Name of Sole Proprietorship (if any):

LANDLORD:UTEC Associates, L.L.P.

By:
David P. Jasper
Its: Managing Partner
Date:

Exhibit E

AMENDMENT TO OFFICE LEASE AGREEMENT
STORAGE LOCKERS

Landlord and Tenant, in consideration of the covenants contained in that certain lease dated _________________, between UTEC Associates, L.L.P. and ___________________ for Suite(s) _______ on the ________ floor of University Technology Centers, Inc. for the period of _____ months beginning on the ___ day of _____________________, and continuing thereafter through the ____ day of __________________________, , agree to amend said covenants as follows:
LOCKER NUMBER(S): ________
RENTAL TERM: ________
MONTHLY RATE: ________
DEPOSIT REQUIRED: ________
DEPOSIT ON HAND: ________
DEPOSIT DUE: ________

1. The same understandings as cited in your lease apply to your use of our lockers.

2. We are not responsible for the contents or safety of items stored in our lockers.

3. We do not provide special security for the locker other than that normally operational in the building.

4. Locker rental may not extend past the date of expiration or termination of your lease. Lockers must be emptied immediately if you move from the premises.

5. Locker rental is due on the first day of the month, in advance.

6. Only UTEC locks may be used to secure our lockers. Others will be immediately removed.

7. Problems related to locker use, security, etc., should be reported to the office immediately.

8. OTHER PROVISIONS: Locker Lease shall continue on a month-to-month rental.

The undersigned additionally acknowledge that all other terms, conditions, exhibits, attachments and amendments to said lease unless specifically herein amended shall remain in full force and effect.

TENANT INFORMATION FORM

TENANT’S LEGAL NAME:
Type of Entity (circle one): INDIVIDUAL CORP. LLC PARTNERSHIP
How would you like your name to appear on our Building Directory?

If you use UTEC’s Phone Service, how would you like to be listed in the Phone Book?

Please describe your business.

PRIMARY SUITE NO.:
FEDERAL TAX IDENTIFICATION NO.:
INDIVIDUAL(S):
ADDRESS(ES )

SOCIAL SECURITY No.(s):
BANKING INFORMATION / BUSINESS
FINANCIAL INSTITUTION:
ACCOUNT HOLDER:
ACCOUNT NUMBER:
TYPE OF ACCOUNT (circle one): CHECKING SAVINGS
BANKING INFORMATION / PERSONAL (1)
FINANCIAL INSTITUTION:
ACCOUNT HOLDER:
ACCOUNT NUMBER:
TYPE OF ACCOUNT (circle one): CHECKING SAVINGS
BANKING INFORMATION / PERSONAL (2)
FINANCIAL INSTITUTION:
ACCOUNT HOLDER:
ACCOUNT NUMBER:
TYPE OF ACCOUNT (circle one): CHECKING SAVINGS (continued)
VEHICLES: ____ spaces are included free with this lease.
How many additional parking spaces do you wish to rent?
AUTHORIZED VEHICLE INFORMATION (1)
VEHICLE OWNER:
MAKE/MODEL/COLOR:
YEAR OF VEHICLE: MN LICENSE PLATE No.:
AUTHORIZED VEHICLE INFORMATION (2)
VEHICLE OWNER:
MAKE/MODEL/COLOR:
YEAR OF VEHICLE: MN LICENSE PLATE No.:
REFERENCE INFORMATION
(Please provide two)
NAME (1):
RELATIONSHIP:
ADDRESS:

NAME (2):
RELATIONSHIP:
ADDRESS:

RENTAL REFERENCES
PRIOR LANDLORD:
PRIOR RENTAL ADDRESS:
LANDLORD TELEPHONE NUMBER:
EMERGENCY CONTACTS
(Please provide two)
NAME (1):
RELATIONSHIP:
ADDRESS:

PHONE #
NAME (2):
RELATIONSHIP:
ADDRESS:

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