LEASE AGREEMENT

THIS AGREEMENT made this thirtieth day of April, 1997, by and between KAYBARTH, P. O. Box 1177, Bismarck, ND 58502, as the Owner, and ACI TELECENTRICS INCORPORATED, Lake Pointe Corporate Centre, 3100 West Lake Street, Suite 300, Minneapolis, MN 55416-4510, as the Tenant, and therefore. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. LEASE

1.01 LEASED PREMISES: Owner in consideration of the agreements and covenants of Tenant, set forth herein, does hereby Lease to Tenant the building, containing approximately nine thousand four hundred (9,400) square feet, together with all of the parking area containing at least twenty-one parking stalls, at 300 East Second Street in Chadron, Nebraska, referred to herein as "premises", all located on the following described real estate: Lots One (1), Two (2), Three (3), Four (4) and Five (5) in Block One (1) of the Original Town (now city) of Chadron, Dawes County, Nebraska.

1.02 LEASE TERM: The Lease term is for ten (10) years and commences on July 1, 1997, and expires on June 30, 2007.

1.03 BASIC RENT: Tenant, in consideration of leasing the premises, covenants and agrees with Owner, to pay Owner as basic rent the total sum of Four Hundred Twenty Thousand Dollars ($420,000.00) payable in the following manner: $3,500.00 on the first day of July, 1997, and$3,500.00 on the first day of each month thereafter during the term of this Lease, by mailing the same to Owner at Owners address set out herein, or wherever Owner should later designate.

1.04 TENANT'S PERMITTED USE: Tenant covenants and agrees that the premises will be used for the purpose of conducting thereon a telemarketing business.

1.05 UNLAWFUL USE: Tenant agrees not to commit or permit any act to be performed on the premises or any omission to occur which will be in violation of any statute, regulation, or ordinance of any governmental body.

1.06 HAZARDOUS SUBSTANCE: Tenant will not use, store, keep or permit any hazardous, toxic, explosive or flammable substances on the property without the express written consent of Owner.

1.07 WARRANTIES OF TITLE AND QUIET POSSESSION: The Owner warrants that the Owner has full right to make this Lease subject to the terms of this Lease, and the Tenant shall have quiet and peaceable possession of the premises during the term of this Lease as against the acts of all parties claiming title to, or aright to possession of, the premises.

1.08 RESTORE PREMISES: In the event Tenant defaults or terminates this agreement, Tenant agrees to restore the premises to substantially the same condition as it is at the completion of its remodeling as hereafter provided.