Penalty

In any event, the Lessee shall on or before six (6) months prior to the
expiration of the fifth year of the Lease term exercise the option to
purchase or the option to extend the Lease under the terms herein above
provided.  In the event that neither the option to purchase or the op-
tion to extnd the Lease is exercised, the Lessee shall pay the Lessor
as penalty a lump sum equal to one (1) year's base rent, plus an amount
equal to the real estate taxes (excluding any special or general as-
sessments and fire and extended coverage endorsements insurance
premiums paid in the fifth year of the Lease term.  Such penalty shall
be due and payable on the last day of the Lease term.  Tenant further
agrees to vacate premises as per terms and conditions outlined in "No-
tice of Vacancy--Rights of Lessor Terminate", as amended, on page
__________ of existing Lease.

                                OPTIONS TO BUY

    Section 1.  the term of this Lease shall be for a period of three
(3) years from the 20th day of December, 19     up to and including the
19th day of December, 19     at midnight thereon.

    Section 2.  the Lessee, at their option, shall be entitled to the
privilege of three (3) successive one (1) year extensions of this
Lease, at the monthly rental hereinafter set forth.  The Lessee shall
give the Lessor ninety (90) days prior notice of the intention to
exercise said option.

Section     Lessor hereby grants to Lessee the option to purchase said
real estate and improvements upon the following terms and conditions.

Lessee shall notify Lessor of its intent to purchase said real estate
prior to the commencement of the forty-ninth (49th) month of the term
of this Lease.  Failure to so notify Lessor will make this option to
purchse null and void.

Lessee shall notify Lessor by delivering to Lessor a bonafide exe-
cuted real estate contract (a copy of said contract is attached and
made a part of this Lease) to purchase said real estate and
improvements at a price determined by increasing the sum of $   .  By
the amount that the last Consumer Price Index for the Chicago area of
the U.S. Department of Labor, Bureau of Labor Statistics, or other
Index successor thereto, published prior to the commencement of the
forty-ninth (49th) month of the term of this Lease shall have increased
over such index published sixty (60) months earlier, along with a 10%
nonrefundable deposit which shall be deposited in an interest bearing
account in the                       Bank, and applied to said purchase
price.  Interest earned on said deposit will be paid to Lessee at clos-
ing except that in the event Lessee fails to close this purchase, the
earnest money and interest earned thereon shall be forfeited to Lessor
as liquidated damages.  Closing shall occur within thirty (30) days
after the sixtieth (60) month of the term of this Lease.

In the event Lessee notified Lessor of its intention to purchase said
real estate as provided herein, Lessor may, at its sole option elect to
have Lessee purchase a like property for exchange to Lessor, provided
however, that the cost to Lessee of said like property shall be equal
to the purchase price determined in accordance with section       of
this Article.

         OPTION TO PURCHASE   Provided it is not then in default under
any provision of this Lease, Tenant shall have an option to purchase
the premises on August 1, 19     , for the sum of
($         ), all cash.  Notice of exercise of said option shall be
given to Landlord on or before May 1, 19       .  Landlord shall convey
the premises to Tenant by general Warranty deed, free and clear of all
easements, rights of way, claims, liens, encumbrances, covenants and
restrictions, except those specifically approved by Tenant in writing,
and except for taxes which at the time of closing are a lien but not
yet due and payable.  Escrow shall close at the offices of

         ("Title Company") or such other title company as is mutually
acceptable to both parties, upon instructions acceptable to Landlord,
Tenant and Title Company.  Escrow shall close as soon as Landlord has
deposited the deed, Tenant has deposited the purchase price, and Title
Company is prepared to issue ALTA extended owners title insurance in an
amount and containing only such exceptions to title as acceptable to
Tenant.  Said instructions shall provide that Landlord and Tenant shall
each pay one-half of all costs, including without limitation the
premium for title insurance, any documentary or transfer tax, recording
fees and escrow fees, if any.

         At any time during the initial term of the Lease and upon 120
days prior written notice to Tenant, Landlord may require Tenant to de-
termine whether or not it will then exercise its option to purchase.
If Tenant agrees to exercise its option within said notice period,
escrow shall close as hereinbefore set forth.  If Tenant fails to ex-
ercise its option for any reason within said notice period, it shall
forfeit all rights to said option.   Provided, however that this Lease
shall continue in full force and effect throughout its term (any ex-
tension thereof).

         Throughout the term of this Lease, Landlord agrees not to
encumber or restrict its title to the Premises which could in any way
affect this option to purchase.

         In the event Landlord is unwilling or unable to undertake the
additional construction in accordance with Article   , or the parties
are unable to agree on a fair rental, Tenant shall have the right to
exercise its option prior to August 1, 19   , upon the terms and con-
ditions hereinbefore set forth.

Option to Purchase the Premises
The Tenant shall have the option to purchase the premises described in
exhibit "a" and identified as Area I attached hereto and the building
to be built thereon at any time during the following option period.

    From and after the first day of the third lease year through the
last day of the fifth lease year, provided such option shall
terminate upon termination of this Lease for any reason.

The option price shall be determined by multiplying the base price,
hereinafter defined, by 60% of the increase of the Consumer Price Index
for All Urban Consumers for the Minneapolis/St. Paul Metropolitan Area
(all items) from the date of first occupancy to the date of closing.
The base price for purposes of this Agreement shall be $       .  In no
event shall the purchase be less than the base price herein es-
tablished.  The purchase price shall be reduced by the principal amount
of any mortgage that is outstanding against the premises at the time of
closing if Tenant agrees to assume the same.  Said option price shall
be payable at the time of closing.  Tenant will have the right to
purchase at the end of each option term at the current market.   The
price to be determined by the three MAI appraisal procedure.  Each
party shall select one appraiser of their choice and the two chosen ap-
praisers will select a third appraiser.  The purchase price shall be
the average of the three appraisals.  Each party will pay for its own
appraiser and the fee of the third appraiser will be divided equally
between the two parties.  Tenant will reimburse Landlord for its costs
related to the appraisals.

Tenant shall signify its intent to exercise the option contained above
in this section, if at all, by delivering to Lessor, its written notice
of intent to exercise such option.

Such written notice must be delivered to the Landlord at least six (6)
months prior to the expiration of the fifth year term of the lease or
the Tenant shall be penalized as provided in section        of this
addendum.

Lessor shall, within a reasonable time after receipt of notice of
exercise of such option, furnish to Tenant an Abstract of title or
Registered Property abstract with proper searches to all lands included
in the premises.  Lessor also agrees to provide Tenant with Title
Insurance in the amount not less than the Fair Market Value of the
premises and the improvements constructed thereon.  After receipt of
the title Insurance binder and the Abstract, Tenant shall be allowed
thirty (30) days for examination of title and the making of objections
thereto.  Said objections shall be made in writing or be deemed to be
waived.  if any objections are so made, Lessor shall be allowed ninety
(90) days to make such title marketable.

If said title is not marketable and is not made so within ninety (90)
days from the date of written objection thereto, as above provided, any
agreement of purchase resulting from the exercise of such option shall,
at the option of Tenant, be null and void.  In such event neither party
shall be liable for damages under such resulting purchase agreement to
the other party.  Tenant shall exercise its option of declaring such
resulting purchase agreement null and void by delivering to Lessor a
written notice to such effect within twenty (20) days after the ex-
piration of the aforesaid ninety (90) day period.  Instead of declaring
the agreement null and void, Tenant may withhold from said option price
a sum sufficient to insure correction of such title and pay the balance
of the option price to Landlord.  All sums withheld by Tenant shall be
limited to such amounts as Title Insurance Company of Minnesota shall
determine to be reasonably necessary to insure correction of such de-
fects.  Any amount so withheld shall be placed in an interest-bearing
escrow account with Title Insurance company or its successors or
assigns, pending correction of title and upon correction paid over to
Lessor.  All interest accruing thereof shall be paid over to and be the
property of Lessor.  In such event, Lessor agrees to use its best ef-
forts to correct title defects at the earliest possible time.
Subject to performance by Tenant, Lessor agrees to execute and deliver
a Warranty Deed conveying marketable title to the premises, subject
only to restrictions and easements of record and reservation of any
minerals or mineral rights to the State of             , as of the date
of the exercise of the option and including:

    (a)  Building and zoning laws, ordinances, state and federal
regulations.

    (b)  Rights of sub-Tenants of Tenant, its successors and assigns,
and other Tenants in the building.

    (c)  Streets and highway rights-of-way as they now exist or may
then exist.

    (d)  Restrictions relating to the use and improvement of said Premises.

    (e)  Real estate taxes, special asessments or installments thereof
which are due and payable following the date of sale.

    (f)  Such mortgages as the Tenant may agree to assume prior to or
upon closing of the tranaction.

The Landlord agrees to deliver possession not later than the actual
date of closing.

In the event this property is destroyed or substantially damaged by
fire or any other cause before the closing date, this purchase option
agreement shall become null and void at the Tenant's option, and, in
addition, the Tenant shall not be liable to pay any penalties set forth
in section     of this addendum A.  If the Tenant does not terminate the
option agreement upon happening of such an event, the purchase price
shall be reduced by the amount of fire and         coverage insurance
proceeds paid to the Landlord by reason of such damage or de-
struction.  The closing of said sale, pursuant to the aforementioned
exercise of option, shall be on the 1st day of the fifth year of the
lease term, unless an earlier date is agreed upon in writing by the
parties.  The Landlord shall meet the Tenant at the Office of the Re-
corder of Deeds in the County and State in which the land purchased
hereunder is located, or at some other mutually agreed upon location.
The Landlord shall, upon receiving from Tenant the purchase price, exe-
cute and deliver a General Warranty Deed in recorda le form with owner
and homestead rights properly released, granting and conveying a good
and marketable title in fee simple to said above described land and
improvements free and clear of all encumbrances and liens for special
improvements now installed, whether assessed or not, subject only to
the matters set forth herein.  Real Estate Transfer Taxes shall be at
the expense of seller.  The parties further agree that pro-rata
adjustments for rents and other matters shall be made as of the time of
closing.

If closing takes place earlier than the last day of the Lease term,
then the Tenant's obligation to pay rent for the remainder of the Lease
term shall be forgiven.  If closing occurs after the last day of the
Lease term, the            shall be under no obligation to pay rent for
the period of occupancy between the last day of lease term and the
actual date of closing.

TENANT'S OPTION TO PURCHASE

         A.  Upon the terms and conditions hereinafter contained,
Landlord hereby gives and grants to the Tenant the irrevocable option,
to be exercised timely as hereinafter provided only while the Tenant is
not in default hereunder, of purchasing                           , an
industrial subdivision in              , (of which the premises are a
part) during the following times and at the following Sales/Purchase
Prices:

         (1)  Between February 1, 19      , and January 31, 19     , at
a Sales/Purchase Price of $        ; or __________________
 (2)  Between February 1, 19     , and January 31, 19     , at
a Sales/Purchase Price representing the aggregate of $          plus
the sum of $             per month for each calendar month, or fraction
therof, transpiring between February 1, 19  .   That date of
the mailing by Tenant to Landlord of the written notice of Tenant ex-
ercising this option.   PROVIDED, HOWEVER, THAT in the event Landlord
shall have leased all or any portion of the remainder warehouse struc-
ture (not otherwise leased to Tenant) forming a part of the entire
premises to one or more of the tenants, and the bse (primary) terms of
such other leases are in effect at closing, then, in addition to the
applicable Sales/Purchase Price, Tenant, following the closing, shall
pay to Landlord, monthly, the following amounts for the following peri-
ods of time.

         (a).  During the period commencing with the date of closing
and continuing through January 31, 19     , the amount of rentals, if
any, paid or payable during all or any part of the immediately fore-
going time, by and such one or more Tenants during the base (primary)
terms of such other leases, in excess of $       per square foot per
month ($      per square foot per year) for the portions of the ware-
house structure so leased to one or more such other Tenants.

         (b).  During the period commencing with February 1, 19    ,
and continuing through the last day of the base (primary) terms of such
other leases, the amount of rentals, if any, paid or payable during all
or any part of the immediately foregoing time, by any such one or more
tenants during the base (primary) terms of such other leases, in excess
of $     per square foot per month ($      per square foot per year)
for the portions of the warehouse structure so leased to one or more
such other Tenants.

         (c).  The foregoing shall be applicable only to the base
(primary) terms of any such leases in effect at closing, covering other
portions of the warehouse structure leased to one or more such other
Tenants, but not to any renewed or extended terms under subsequently
exercised options, if any.

         B.   In order to exercise the foregoing option to purchase,
Tenant shall and must furnish the Landlord written notice of its ex-
ercise on or after February 1, 19     , and at least ninety (90) days
prior to January 31, 19     .  In the event such notice is given and
the option hereunder thereby exercised, Landlord shall and must convey
and transfer to the Tenant title to the entire premises, and the Ten-
ant simultaneously shall pay to the Landlord, in cash or by certified
check, the said Sales/Purchase Price at                 , and at a time
to be agreed upon mutually between the Landlord and the Tenant, which
time, except as otherwise hereinafter provided in Sub-paragraph b.  4.
hereof, shall not be earlier than ten (10) days nor later than forty-
five (45) days subsequent to the giving by the Tenant to the Landlord
of such notice of exercise of such option.  All current rents, inter-
ests, taxes and insurance (effected and maintained by Landlord) shall
be prorated to the date of closing.  Landlord shall not be liable nor
responsible for nor chargeable with any mortgage, construction mort-
gage, lien, deed of trust or security interest or objection to or cloud
on title originating with or in anywise attributable to the Tenant.

         1.  If, at the time of closing, there exists any unpaid bal-
ance of principle and interest owing upon any note or notes of the
Landlord secured by a first and prior lien, deed of trust, construction
mortgage or security interest upon or against the entire premises, or
any part thereof.  If the holder or holders of any such note or
notes, lien, deed of trust, construction mortgage or security interest
will allow the Tenant to assume all of the same, then, Tenant shall and
must assume the balance of such indebtedness and the performance of all
of the provisions of any such lien, deed of trust, construction
mortgage or security interest securing same, in which event Tenant will
be allowed a credit upon the total Sales/Purchase Price to the extent
of the amount of the balance of principle of such indebtedness so
assumed by Tenant.

         2.  The conveyance of the entire premises by Landlord to Ten-
ant at the time of closing shall be by general warranty deed, free and
clear of all liens, claims and demands of every kind and character
originating with or chargeable to or attributable to the Landlord, save
and except .  (i) current ad valorem taxes, and .  (ii) recorded easements,
reservations, restrictions and conditions of record with the county
clerk of _____________________  .  (iii) zoning, building and
other applicable ordinances of applicable governmental authorities.
(iv) other liens, deeds of trust, construction mortgages, security
interests, claims or demands originating with or chargeable or at-
tributable to the Tenant, and (v) any indebtedness required to be as-
sumed by Tenant under Sub-paragraph 1. above, and the lien, deed of
trust, construction mortgage or security interest securing same, and
(vi) the rights of any Tenants under then existing leases covering
other portions of the entire premises.

         3.  Landlord and Tenant shall bear equally all closing costs,
title expenses and recording and escrow fees.

         4.  In the event of loss or damage to all or any part of the
entire premises by fire or other insured casualty, subsequent to the
exercise by the Tenant of the within option to purchase, but prior to
proposed closing, as provided above, the net proceeds of any insurance
policy or policies which shall have been received by the Landlord and
released by the mortgagee(s) of the entire premises, or any part.
Thereof, to Landlord and shall not have been expended by Landlord in
repairing or restoring or rebuilding the improvements upon the en-
tire Premises to substantially their condition immediately prior to
such fire or other insured casualty, shall be retained by the Landlord
and applied as a credit for the account of the Tenant upon the total
Sales/Purchase Price as hereinabove set forth.  The time for closing
shall be extended for that period of time required by Landlord to ac-
complish such repairs, restoration or rebuilding.

         C.  In the event Tenant, for any reason, fails to exercise
timely and properly the foregoing option, to purchase, the Tenant
thereafter shall have no right, privilege or option of any kind
whatsoever to purchase the entire Premises or the Premises or any part
thereof.

         PURCHASE OPTION.

    (a)  Lessee shall have, and is hereby given, the option of purchas-
ing the demised Premises for the sum of ________________________________
__ ($_________________) at any time after the expiration of the
initial _________________ term of this lease and prior to the ter-
mination of the last extended term; i.e., prior to the expiration of
this lease provided the Lessee shall give Lessor at least one hundred
twenty (120) days prior notice in writing of its election to exercise
said option.  If any part of the demised Premises or any interest
therein shall have been taken by condemnation, the purchase price set
forth herein, if the purchase option is exercised, shall be reduced in
the same proportion that the area immediately prior to such taking is
reduced by the taking.

    (b)  It is further agreed that in addition to the option to
purchase specified in     (a) above, should Lessor, or Lessor's heirs,
executors, grantees, successors or assigns, at any time during the term
of this lease or any extension thereof, receive an offer to purchase
the demised Premises, or any part thereof, or any Premises which
include the demised Premises, and desires to accept said offer, or
should Lessor during any such time make an offer to sell the demised
Premises, or any part thereof, or any Premises which include the de-
mised Premises, Lessor shall give Lessee sixty (60) days' notice in
writing of such offer.  Setting forth the name and address of the
proposed purchaser, the amount of the proposed purchase price, and all
other terms and conditions of such offer, and Lessee shall have the
first option to purchase the Premises which are the subject of the of-
fer by giving written notice to Lessor of its intention to purchase
within sixty (60) day period at the same price and on the same terms of
any such offer, it being understood that in the event Lessee does not
give notice of its intention to exercise said option to purchase within
said period, this lease and all of its terms and conditions, including
the option to purchase specified in .  (a) above, shall nevertheless
remain in full force and effect, and Lessor and any purchaser or
purchasers of the demised Premises, shall be bound thereby, and in the
event that the Premises set forth in the offer are not sold for any rea-
son, Lessee shall have, upon the same conditions and notice, the con-
tinuing first option to purchase the demised Premises, or any part
thereof, or any Premises which include the demised Premises, upon the
terms of any subsequent offer or offers to purchase.

    (c)  In the event any of said options is exercised, Lessor shall
convey a merchantable title in fee simple to said real estate by good
and sufficient warranty deed, with release of dower, homestead,
courtesy, and other rights of the respective spouses, if any, and free
from all encumbrances whatsoever.

    Within thirty (30) days of the date of exercise of any of said op-
tions, Lessor will furnish to Lessee a guaranty policy issued by a ti-
tle insurance company acceptable to Lessee, in its usual form, brought
down to date of exercise, guaranteeing Lessee against loss or damage to
the extent of the purchase price by reason of defects in or liens upon
Lessor's title, subject to the usual exceptions contained in guaranty
policies of the issuing company.  Settlement of the purchase price and
conveyance to the Lessee shall be made within ninety (90) days from
date of exercise, but actual tender of the purchase price by the
purchaser or tender of deed by the seller shall not be necessary, and
neither party shall be in default until after written demand for
performance shall have been made by the other party.  Taxes, water,
rent, and other current expenses, and rent hereunder, shall be adjusted
as of the date of settlement.

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