EXHIBIT 10.1

                             OFFICE/WAREHOUSE LEASE


    THIS INDENTURE of lease, entered into this 12th day of July, 1996, by and
between Equitable Holdings, Inc. (a Minnesota corporation) hereinafter referred
to as "Lessor", and Inter-Con-PC, Inc. (a Minnesota corporation) hereinafter
referred to as "Lessee".

DEFINITIONS:

    "Premises" - That certain real property located in the City of Eden Prairie,
County of Hennepin and State of Minnesota and legally described on Exhibit "A"
attached hereto and made a part hereof, including all buildings and site
improvements located thereon.

    "Building" - That certain office warehouse building containing approximately
23,284 square feet located upon the Premises and commonly described as 7667
Equitable Drive, Eden Prairie, Minnesota.

    "Demised Premises" - That certain portion of the Building located at 7667
Equitable Drive and designed as Bays 101 consisting of approximately 2,341
square feet (2,341 square feet of office space and 0 square feet of warehouse
space), as measured from the outside walls of the Demised Premises to the center
of the partition wall, as shown on the floor plan attached hereto as Exhibit "B"
and made a part hereof. The Demised Premises include a non-exclusive easement
for access to common areas, as hereinafter defined, and all licenses and
easements appurtenant to the Demised Premises.

    "Common Areas" - The term "common area" means the entire areas to be used
for the non-exclusive use by Lessee and other lessees in the Building,
including, but not limited to, corridors, lavatories, driveways, truck docks,
parking lots and landscaped areas. Subject to reasonable rules and regulations
to the promulgated by Lessor, the common areas are hereby made available to
Lessee and its employees, agents, customers, and invitees for reasonable use in
common with other lessees, their employees, agents, customers and invitees.

WITNESSETH:

TERM:

    1. For and in consideration of the rents, additional rents, terms,
provisions and covenants herein contained, Lessor hereby lets, leases and
demises to Lessee the Demised Premises for the term of 60.5 months commencing on
the 15th day of August, 1996 (sometimes called "the Commencement Date"), and
expiring the 31st day of August, 2001 (sometimes called "Expiration Date"),
unless sooner terminated as hereinafter provided.

BASE RENT:

    2. Lessor reserves and Lessee shall pay Lessor, a total rental of see
Article 42 Dollars ($ see Article 42), payable in advance, in equal monthly
installments of see Article 42 Dollars (see Article 42), commencing on the
Commencement Date and continuing on the first day of each and every month
thereafter for the next succeeding months during the balance of the term
(sometimes called "Base Rent"). In the event the Commencement Date falls on a
date other than the first of a month the rental for that month shall be prorated
and adjusted accordingly.

ADDITIONAL RENT:

    3. Lessee shall pay to Lessor throughout the term of this Lease the
following:
       a. Lessee shall pay a sum equal to eight and 75/100 percent (8.75%) of
the Real Estate taxes. The term "Real Estate Taxes" shall mean all real estate
taxes, all assessments and any taxes in lieu thereof which may be levied upon or
assessed against the Premises of which the Demised Premises are a part. Lessee,
in addition to all other payments to Lessor by Lessee required hereunder shall
pay to Lessor, in each year during the term of this Lease and any extension or
renewal thereof, Lessee's proportionate share of such real estate taxes and
assessments paid in the first instance by Lessor.
       Any tax year commencing during any lease year shall be deemed to
correspond to such lease year. In the event the taxing authorities include in
such real estate taxes and assessments the value of any improvements made by
Lessee, or of machinery, equipment, fixtures, inventory or other personal
property or assets of Lessee, then Lessee shall pay all the taxes attributable
to such items in addition to its proportionate share of said aforementioned real
estate taxes and assessments. A photostatic copy of the tax statement submitted
by Lessor to Lessee shall be sufficient evidence of the amount of taxes and
assessments assessed or levied against the Premises of which the Demised
Premises are a part.
       b. A sum equal to eight and 75/100 percent (8.75%) of the annual
aggregate operating expenses incurred by Lessor in the operation, maintenance
and repair of the Premises. The term "Operating Expenses" shall include but not
be limited to maintenance, repair, replacement and care of all common area
lighting, common area plumbing and roofs, parking and landscaped areas, signs,
snow removal, non-structural repair and maintenance of the exterior of the
Building, insurance premiums, management fee, wages and fringe benefits of
personnel employed for such work, costs of equipment purchased and used for such
purposes, and the cost or portion thereof properly allocable to the Premises
(amortized over such reasonable period as Lessor shall determine together with
the interest at the rate of twelve percent (12%) per annum on the unamortized
balance) of any capital improvements made to the Building by Lessor after the
Base Year which result in a reduction of Operating Expenses or made to the
Building by Lessor after the date of this Lease that are required under any
governmental law or regulation that was not applicable to the Building at the
time it was constructed.
       c. In no event shall the total adjusted monthly rent be less than base
rent as defined in Article 42 Dollars ($ see Article 42) per month.
       The payment of the sums set forth in this Article 3 shall be in addition
to the Base Rent payable pursuant to Article 2 of this Lease. All sums due
hereunder shall be due and payable within thirty (30) days of delivery of
written certification by Lessor setting forth the computation of the amount due
from Lessee. In the event the lease term shall begin or expire at any time
during the calendar year, the Lessee shall be responsible for his pro-rata share
of Additional Rent under subdivisions a. and b. during the Lease and/or
occupancy time.
       Prior to commencement of this Lease and prior to the commencement of each
calendar year thereafter commencing during the term of this Lease or any renewal
or extension thereof, Lessor may estimate for each calendar year (i) the total
amount of Real Estate Taxes; (ii) the total amount of Operating Expenses; (iii)
Lessee's share of Real Estate Taxes for such calendar year; (iv) Lessee's share
of Operating Expenses for such calendar year; and (v) the computation of the
annual and monthly rental payable during such calendar year as a result of
increases or decreases in Lessee's share of Real Estate Taxes, and Operating
Expenses. Said estimates will be in writing and will be delivered or mailed to
Lessee.
       The amount of Lessee's share of Real Estate Taxes, and Operating Expenses
for each calendar year, so estimated, shall be payable as Additional Rent, in
equal monthly installments, in advance, on the first day of each month during
such calendar year at the option of Lessor. In the event that such estimate is
delivered to Lessee before the first day of January of such calendar year, said
amount, so estimated, shall be payable as additional rent in equal monthly
installments, in advance on the first day of each month during such calendar
year. In the event that such estimate is delivered to Lessee after the first day
of January of such calendar year, said amount, so estimated, shall be payable as
additional rent in equal monthly installments, in advance, on the first day of
each month over the balance of such calendar year, with the number of
installments being equal to the number of full calendar months remaining in such
calendar year.
       Upon completion of each calendar year during the term of this Lease or
any renewal or extension thereof, Lessor shall cause its accountants to
determine the actual amount of the Real Estate Taxes, and Operating Expenses
payable in such calendar year and Lessee's share thereof and deliver a written
certification of the amounts thereof to Lessee. If Lessee has underpaid its
share of Real Estate Taxes, or Operating Expenses for such calendar year, Lessee
shall pay the balance of its share of same within ten (10) days after the
receipt of such statement. If Lessee has overpaid its share of Real Estate
Taxes, or Operating Expenses for such calendar year, Lessor shall either (i)
refund such excess, or (ii) credit such excess against the most current monthly
installment or installments due Lessor for its estimate of Lessee's share of
Real Estate Taxes, and Operating Expenses for the next following calendar year.
A prorata adjustment shall be made for any ???????? based upon the number of
days of the term of the Lease during said calendar year as compared to three
hundred sixty-five (365) days and all additional sums payable by Lessee or
credits due Lessee as a result of the provisions of this Article 3 shall be
adjusted accordingly.

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COVENANT TO PAY RENT:

    4. The covenants of Lessee to pay the Base Rent and the Additional Rent are
each independent of any other covenant, condition, provision or agreement
contained in this Lease. All rents are payable to Lessor at:

    Welsh Companies, Inc.
    CM 3650, St. Paul, MN 55170-3650

UTILITIES:

    5. Lessor shall provide mains and conduits to supply water, gas, electricity
and sanitary sewage to the Premises. Lessee shall pay, when due, all charges for
sewer usage or rental, garbage, disposal, refuse removal, water, electricity,
gas, fuel oil, L.P. gas, telephone and/or other utility services or energy
source furnished to the Demised Premises during the term of this Lease, or any
renewal or extension thereof. If Lessor elects to furnish any of the foregoing
utility services or other services furnished or caused to be furnished to
Lessee, then the rate charged by Lessor shall not exceed the rate Lessee would
be required to pay a utility company or service company furnishing any of the
foregoing utilities or services. The charges thereof shall be deemed additional
rent in accordance with Article 3.

CARE AND REPAIR OF DEMISED PREMISES:

    6. Lessee shall, at all times throughout the term of this Lease, including
renewals and extensions, and at its sole expense, keep and maintain the Demised
Premises in a clean, safe, sanitary and first class condition and in compliance
with all applicable laws, codes, ordinances, rules and regulations. Lessee's
obligations hereunder shall include but not be limited to the maintenance,
repair and replacement, if necessary, of heating, air conditioning fixtures,
equipment, and systems, all lighting and plumbing fixtures and equipment,
fixtures, motors and machinery, all interior walls, partitions, doors and
windows, including the regular painting thereof, all exterior entrances,
windows, doors and docks and the replacement of all broken glass. When used in
this provision, the term "repairs" shall include replacements or renewals when
necessary, and all such repairs made by the Lessee shall be equal in quality and
class to the original work. The Lessee shall keep and maintain all portions of
the Demised Premises and the sidewalk and areas adjoining the same in a clean
and orderly condition, free of accumulation of dirt, rubbish, snow and ice.
       If Lessee fails, refuses or neglects to maintain or repair the Demises
Premises a required in this Lease after notice shall have been given Lessee, in
accordance with Article 33 of this Lease, Lessor may make such repairs without
liability to Lessee for any loss or damage that may accrue to Lessee's
merchandise, fixtures or other property or to Lessee's business by reason
thereof, and upon completion thereof, Lessee shall pay to Lessor all costs plus
15% for overhead incurred by Lessor in making such repairs upon presentation to
Lessee of bill therefor.
       Lessor shall repair, at its expense, the structural portions of the
Building, provided however where structural repairs are required to be made by
reason of the acts of Lessee, the costs thereof shall be borne by Lessee and
payable by Lessee to Lessor upon demand.
       The Lessor shall be responsible for all outside maintenance of the
Demised Premises, including grounds and parking areas. All such maintenance
which is the responsibility of the Lessor shall be provided as reasonably
necessary to the comfortable use and occupancy of Demised Premises during
business hours, except Saturdays, Sundays and holidays, upon the condition that
the Lessor shall not be liable for damages for failure to do so due to causes
beyond its control.

SIGNS:

    7. Any sign, lettering, picture, notice or advertisement installed on or in
any part of the Premises and visible from the exterior of the Building, or
visible from exterior of the Demised Premises, shall be approved and installed
by Lessor at Lessee's expense. In the event of a violation of the foregoing by
Lessee, Lessor may remove the same without any liability and may charge the
expense incurred by such removal to Lessee.

ALTERATIONS, INSTALLATION, FIXTURES:

    8. Except as hereinafter provided, Lessee shall not make any alteration,
additions, or improvements in or to the Demised Premises or add, disturb or in
any way change any plumbing or wiring therein without the prior written consent
of the Lessor. In the event alterations are required by any governmental agency
by reason of the use and occupancy of the Demised Premises by Lessee, Lessee
shall make such alterations at its own cost and expense after first obtaining
Lessor's approval of plans and specifications therefor and furnishing such
indemnification as Lessor may reasonably require against liens, costs, damages
and expenses arising out of such alterations. Alterations or additions by Lessee
must be built in compliance with all laws, ordinances and governmental
regulations affecting the Premises and Lessee shall warrant to Lessor that all
such alterations, additions, or improvements shall be in strict compliance with
all relevant laws, ordinances, governmental regulations and insurance
requirements. Construction of such alterations or additions shall commence only
upon Lessee obtaining and exhibiting to Lessor the requisite approvals, licenses
and permits and indemnification against liens. All alterations, installations,
physical additions or improvements to the Demised Premises made by Lessee shall
at once become the property of Lessor and shall be surrendered to Lessor upon
the termination of this Lease; provided, however, this clause shall not apply to
moveable equipment or furniture owned by Lessee which may be removed by Lessee
at the end of the term of this Lease if Lessee is not then in default. Tenant
shall be responsible for all costs related to improvements or modifications to
the Demised Premises required or necessary to comply with the Americans with
Disabilities Act of 1990 (ADA), or similar statutes or law.

POSSESSION:

    9. Except as hereinafter provided Lessor shall deliver possession of the
Demised Premises to Lessee in the condition required by this Lease on or before
the Commencement Date, but delivery of possession prior or later than such
Commencement Date shall not affect the expiration date of this Lease. The
rentals herein reserved shall commence on the date when possession of the
Demised Premises is delivered by Lessor to Lessee. Any occupancy by Lessee prior
to the beginning of the term shall in all respects be the same as that of a
Lessee under this Lease. Lessor shall have no responsibility or liability for
loss or damage to fixtures, facilities or equipment installed or left on the
Demised Premises. If Demised Premises are not ready for occupancy by
Commencement Date and possession is later than Commencement Date, rent shall
begin on date of possession.

SECURITY AND DAMAGE DEPOSIT:

    10. Lessee contemporaneously with the execution of this Lease, has deposited
with Lessor the sum of zero Dollars ($0), receipt of which is acknowledged
hereby by Lessor, which deposit is to be held by Lessor, without liability for
interest, as a security and damage deposit for the faithful performance by
Lessee during the term hereof or any extension hereof. Prior to the time when
Lessee shall be entitled to the return of this security deposit, Lessor may
co-mingle such deposit with Lessor's own funds and to use such security deposit
for such purpose as Lessor may determine. In the event of the failure of Lessee
to keep and perform any of the terms, covenants and conditions of this Lease to
be kept and performed by Lessee during the term hereof or any extension hereof,
then Lessor, either with or without terminating this Lease, may (but shall not
be required to) apply such portion of said deposit as may be necessary to
compensate or repay Lessor for all losses or damages sustained or to be
sustained by Lessor due to such breach on the part of Lessee, including, but not
limited to overdue and unpaid rent, any other sum payable by Lessee to Lessor
pursuant to the provisions of this Lease, damages or deficiencies in the
reletting of Demised Premises, and reasonable attorney's fees incurred by
Lessor. Should the entire deposit or any portion thereof, be appropriated and
applied by Lessor, in accordance with the provisions of this paragraph, Lessee
upon written demand by Lessor shall remit forthwith to Lessor a sufficient
amount of cash to restore said security deposit to the original sum deposited,
and Lessee's failure to do so within five (5) days after receipt of such demand
shall constitute a breach of this Lease. Said security deposit shall be returned
to Lessee, less any depletion thereof as the result of the provisions of this
paragraph, at the end of the term of this Lease or any renewal thereof, or upon
the earlier termination of this Lease. Lessee shall have no right to anticipate
return of said deposit by withholding any amount required to be paid pursuant to
the provision of this Lease or otherwise.
       In the event the Lessor shall sell the Premises, or shall otherwise
convey or dispose of its interest in this Lease, Lessor may assign said security
deposit or any balance thereof to Lessor's assignee, whereupon Lessor shall be
released from all liability for the return or repayment of such security deposit
and Lessee shall look solely to the said assignee for the return and repayment
of said security deposit. Said security deposit shall not be assigned or
encumbered by Lessee without such consent of Lessor, and any assignment or
encumbrance without such consent shall not bind Lessor. In the event of any
rightful and permitted assignment or this Lease by Lessee, said security deposit
shall be deemed to be held by Lessor as a deposit made by the assignee, and
Lessor shall have no further liability with respect to the return of said
security deposit to the Lessee.

USE:

    11. The Demised Premises shall be used and occupied by Lessee solely for the
purposes of telecommunications consulting so long as such use is in compliance
with all applicable laws, ordinances and governmental regulations affecting the
Building and Premises. The Demised Premises shall not be used in such a manner
that, in accordance with any requirement of law or of any public authority,
Lessor shall be obliged on account of the purpose or manner of said

<PAGE>


use to make any addition or alteration to or in the Building. The Demised
Premises shall not be used in any manner which will increase the rates required
to be paid for public liability or for fire and extended coverage insurance
covering the Premises. Lessee shall occupy the Demised Premises, conduct its
business and control its agents, employees, invitees and visitors in such a way
as is lawful, and reputable and will not permit or create any nuisance, noise,
odor, or otherwise interfere with, annoy or disturb any other tenant in the
Building in its normal business operations or Lessor in its management of the
Building. Lessee's use of the Demised Premises shall conform to all the Lessor's
rules and regulations relating to the use of the Premises. Outside storage on
the Premises of any type of equipment, property or materials owned or used on
the Premise by Lessee or its customers and suppliers shall not be permitted.

ACCESS TO DEMISED PREMISES:

    12. The Lessee agrees to permit the Lessor and the authorized
representatives of the Lessor to enter the Demised Premises at all times during
usual business hours for the purpose of inspecting the same and making any
necessary repairs to the Demised Premises and performing any work therein that
may be necessary to comply with any laws, ordinances, rules, regulations or
requirements of any public authority or of the Board of Fire Underwriters or any
similar body or that the Lessor may deem necessary to prevent waste or
deterioration in connection with the Demised Premises. Nothing herein shall
imply any duty upon the part of the Lessor to do any such work which, under any
provision of this Lease, the Lessee may be required to perform and the
performance thereof by the Lessor shall not constitute a waiver of the Lessee's
default in failing to perform the same. The Lessor may, during the progress of
any work in the Demised Premises, keep and store upon the Demised Premises all
necessary materials, tools and equipment. The Lessor shall not in any event be
liable for inconvenience, annoyance, disturbance, loss of business, or other
damage of the Lessee by reason of making repairs or the performance or any work
in the Demised Premises, or on account of bringing materials, supplies and
equipment into or through the Demised Premises during the course thereof and the
obligations of the Lessee under this Lease shall not thereby be affected in any
manner whatsoever. Lessor reserves the right to enter upon the Demised Premises
at any time in the event of an emergency and at reasonable hours to exhibit the
Demised Premises to prospective purchasers or others; and to exhibit the Demised
Premises to prospective Lessees and to display "For Lease" or similar signs on
windows or doors in the Demised Premises during the last ninety (90) days of the
term of this Lease, all without hindrance or molestation by Lessee.

EMINENT DOMAIN:

    13. In the event of any eminent domain or condemnation proceeding or private
sale in lieu thereof in respect to the Premises during the term thereof, the
following provisions shall apply:
       a. If the whole of the Premises shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, then the term of this
Lease shall cease and terminate as of the date possession shall be taken in such
proceeding and all rentals shall be paid up to that date.
       b. If any part constituting less than the whole of the Premises shall be
acquired or condemned as aforesaid, and in the event that such partial taking or
condemnation shall materially affect the Demised Premises so as to render the
Demised Premises unsuitable for the business of the Lessee, in the reasonable
opinion of Lessor, then the term of this Lease shall cease and terminate as of
the date possession shall be taken by the condemning authority and rent shall be
paid to the date of such termination.
       In the event of a partial taking or condemnation of the Premises which
shall not materially affect the Demised Premises so as to render the Demised
Premises unsuitable for the business of the Lessee, in the reasonable opinion of
the Lessor, this Lease shall not continue in full force and effect but with a
proportionate abatement of the Base Rent and Additional Rent based on the
portion, if any, of the Demised Premises taken. Lessor reserves the right, at
its option, to restore the Building and the Demised Premises to substantially
the same condition as they were prior to such condemnation. In such event,
Lessor shall give written notice to Lessee, within thirty (30) days following
the date possession shall be taken by the condemning authority, of Lessor's
intention to restore. Upon Lessor's notice of election to restore, Lessor shall
commence restoration and shall restore the Building and the Demised Premises
with reasonable promptness, subject to delays beyond Lessor's control and delays
in the making of condemnation or sale proceeds adjustments by Lessor; and Lessee
shall have no right to terminate this Lease except as herein provided. Upon
completion of such restoration, the rent shall be adjusted based upon the
portion, if any, of the Demised Premises restored.
       c. In the event of any condemnation or taking as aforesaid, whether whole
or partial, the Lessee shall not be entitled to any part of the award paid for
such condemnation and Lessor is to receive the full amount of such award, the
Lessee hereby expressly waiving any right to claim to any part thereof.
       d. Although all damages in the event of any condemnation shall belong to
the Lessor whether such damages are awarded as compensation for the diminution
in value of the leasehold or to the fee of the Demised Premises, Lessee shall
have the right to claim and recover from the condemning authority, but not from
Lessor, such compensation as may be separately awarded or recoverable by Lessee
in Lessee's own right on account of any and all damage to Lessee's business by
reason of the condemnation and for or on account of any cost or loss to which
Lessee might be put in removing Lessee's merchandise, furniture, fixtures,
leasehold improvements and equipment. However, Lessee shall have no claim
against Lessor or make any claim with the condemning authority for the loss of
its leasehold estate, any unexpired term or loss of any possible renewal or
extension of said lease or loss of any possible value of said lease, any
unexpired term, renewal or extension of said Lease.

DAMAGE OR DESTRUCTION:

    14. In the event of any damage or destruction to the Premises by fire or
other cause during the term hereof, the following provisions shall apply:
       a. If the Building is damaged by fire or any other cause to such extent
that the cost of restoration, as reasonably estimated by Lessor, will equal or
exceed thirty percent (30%) of the replacement value of the Building (exclusive
of foundations) just prior to the occurrence of the damage, then Lessor may, no
later than the sixtieth (60th) day following the damage, give Lessee written
notice of Lessor's election to terminate this Lease.
       b. If the cost of restoration as estimated by Lessor will equal or exceed
fifty percent (50%) of said replacement value of the Building and if the Demised
Premises are not suitable as a result of said damage for the purposes for which
they are demised hereunder, in the reasonable opinion of the Lessee, then Lessee
may, no later than the sixtieth (60th) day following the damage, give Lessor a
written notice of election to terminate this Lease.
       c. If the cost of restoration as estimated by Lessor shall amount to less
than thirty percent (30%) of said replacement value of the Building, or if,
despite the cost, Lessor does not elect to terminate this Lease, Lessor shall
restore the Building and the Demised Premises with reasonable promptness,
subject to delays beyond Lessor's control and the delays in making of insurance
adjustments by Lessor; and Lessee shall not be responsible for restoring or
repairing leasehold improvements of the Lessee.
       d. In the event of either of the elections to terminate, this Lease shall
be deemed to terminate on the date of the receipt of the notice of election and
all rents shall be paid up to that date. Lessee shall have no claim against
Lessor for the value of any unexpired term of this Lease.
       e. In any case where damage to the Building shall materially affect the
Demised Premises so as to render them unsuitable in whole or in part for the
purposes for which they are demised hereunder, then, unless such destruction was
wholly or partially caused by the negligence or breach of the terms of this
Lease by Lessee, its employees, contractors or licensees, a portion of the rent
based upon the amount of the extent to which the Demised Premises are rendered
unsuitable shall be abated until repaired or restored. If the destruction or
damage was wholly or partially caused by negligence or breach of the terms of
this Lease by Lessee as aforesaid and if Lessor shall elect to rebuild, the rent
shall not abate and the Lessee shall remain liable for the same.

CAUSUALTY INSURANCE:

    15. a. Lessor at all times during the term of this Lease, at its expense,
maintain a policy or policies of insurance with premiums paid in advance issued
by an insurance company licensed to do business in the State of Minnesota
insuring the Building against loss or damage by fire, explosion or other
insurance hazards and contingencies for the full replacement value, provided
that Lessor shall not be obligated to insure any furniture, equipment,
machinery, goods or supplies not covered by this Lease which Lessee may bring
upon the Demised Premises or any additional improvements which Lessee may
construct or install on the Demised Premises.
        b. Lessee shall not carry any stock of goods or do anything in or about
the Demised Premises which will in any way impair or invalidate the obligation
of the insurer under any policy of insurance required by this Lease.
        c. Lessor hereby waives and releases all claims, liability and causes of
action against Lessee and its agents, servants and employees for loss or damage
to, or destruction of, the Premises or any portion thereof, including the
buildings and other improvements situated thereon, resulting from fire,
explosion and other perils included in standard extended coverage insurance,
whether caused by the negligence of any of said persons or otherwise. Likewise,
Lessee hereby waives and releases all claims, liabilities and causes of action
against Lessor and its agents, servants and employees for loss or damage to, or
destruction of, any of the improvements, fixtures, equipment, supplies,
merchandise and other property, whether that of Lessee or of others in, upon or
about the Premises resulting from fire, explosion or the other perils included
in standard extended coverage insurance, whether caused by the negligence of any
of said persons or otherwise. The waiver shall remain in force whether or not
the Lessee's insurer shall consent thereto.
       d. In the event that the use of the Demised Premises by Lessee increases
the premium rate for insurance carried by Lessor on the improvements of which
the Demised Premises are a part, Lessee shall pay Lessor, upon demand, the
amount of such premium increase. If

<PAGE>


Lessee installs any electrical equipment that overloads the power lines to the
building or its wiring, Lessee shall, at its own expense, make whatever changes
are necessary to comply with the requirements of the insurance underwriter,
insurance rating bureau and governmental authorities having jurisdiction.

PUBLIC LIABILITY INSURANCE:

    16. Lessee shall during the term hereof keep in full force and effect at its
expense a policy or policies of public liability insurance with respect to the
Demised Premises and the business of Lessee, on terms with companies approved in
writing by Lessor, in which both Lessee and Lessor shall be covered by being
named as insured parties under reasonable limits of liability not less than:
$500,000 for injury/death to any one person; $1,000,000 for injury/death to more
than one person, and $500,000 with respect to damage to property. Such policy or
policies shall provide that ten (10) days written notice must be given to Lessor
prior to cancellation thereof. Lessee shall furnish evidence satisfactory to
Lessor at the time this Lease is executed that such coverage is in full force
and effect.

DEFAULT OF LESSEE:

    17. a. In the even of any failure of Lessee to pay any rental due hereunder
within ten (10) days after the same shall be due, or any failure to perform any
other of the terms, conditions or covenants of this Lease to be observed or
performed by Lessee for more than thirty (30) days after written notice of such
failure shall have been given to Lessee, or if Lessee or an agent of Lessee
shall falsify any report required to be furnished to Lessor pursuant to the
terms of this Lease, or if Lessee or any guarantor of this Lease shall become
bankrupt or insolvent, or file any debtor proceedings or any person shall take
or have against Lessee or any guarantor of this Lease in any court pursuant to
any statute either of the United States or of any state a petition in bankruptcy
or insolvency or for reorganization or for the appointment of a receiver or
trustee of all or a portion of Lessee's or any such guarantor's property, or if
Lessee or any guarantor makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement, or if Lessee shall abandon the
Demised Premises or suffer this Lease to be taken under any writ of execution,
then in any such event Lessee shall be in default hereunder, and Lessor, in
addition to their rights of remedies it may have, shall have the immediate right
of re-entry and may remove all persons and property from the Demised Premises
and such property may be removed and stored in a public warehouse or elsewhere
at the cost of, and for the account of Lessee, all without service of notice or
resort to legal process and without being guilty of trespass, or becoming liable
for any loss or damage which may be occasioned thereby.
        b. Should Lessor elect to re-enter the Demised Premises, as herein
provided, or should it take possession of the Demised Premises pursuant to legal
proceedings or pursuant to any notice provided for by law, it may either
terminate this Lease or it may from time to time, without terminating this
Lease, make such alternations and repairs as may be necessary in order to relet
the Demised Premises, and relet the Demised Premises or any part thereof 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 Lessor
in its sole discretion may deem advisable. Upon each subletting all rentals
received by the Lessor from such reletting shall be applied first to the payment
of any indebtedness other than rent due hereunder from Lessee to Lessor; second,
to the payment of any costs and expenses of such reletting, including brokerage
fees and attorney's fees and costs of such alterations and repairs; third, to
the payment of the rent due and unpaid payment of future rent as same may become
due and payable hereunder. If such rentals received from such reletting during
any month be less than that to be paid during that month by Lessee hereunder,
Lessee, upon demand, shall pay any such deficiency to Lessor. No such re-entry
or taking possession of the Demised Premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice of such
intention be given to Lessee or unless the termination thereof be decreed by a
court of competent jurisdiction. Notwithstanding any such reletting without
termination, Lessor may at any time after such re-entry and reletting elect to
terminate this Lease for any such breach, in addition to any other remedies it
may have, it may recover from Lessee all damages it may incur by reason of such
breach, including the cost of recovering the Demised Premises, reasonable
attorney's fees, and including the worth at the time of such termination of the
excess, if any, of the amount of rent and charges equivalent to rent reserved in
this Lease for the remainder of the stated term over the then reasonable rental
value of the Demised Premises for the remainder of the stated term, all of which
amounts shall be immediately due and payable from Lessee to Lessor.
        c. Lessor may, at its option, instead of exercising any other rights or
remedies available to it in this Lease or otherwise by law, statute or equity,
spend such money as is reasonably necessary to cure any default of Lessee herein
and the amount so spent, and costs incurred, including attorney's fees in curing
such default, shall be paid by Lessee, as additional rent, upon demand.
        d. In the event suit shall be brought for recovery of possession of the
Demised Premises, for the recovery of rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant herein
contained on the part of Lessee to be kept or performed, and a breach shall be
established, Lessee shall pay to Lessor all expenses incurred therefor,
including a reasonable attorney's fee, together with interest on all such
expenses at the rate of twelve percent (12%) per annum from the date of such
breach of the covenants of this Lease.
        e. Lessee hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Lessee being
evicted or dispossessed for any cause, or in the event of Lessor obtaining
possession of the Demised Premises, by reason of the violation by Lessee of any
of the covenants or conditions of this Lease, or otherwise. Lessee also waives
any demand for possession of the Demised Premises, and any demand for payment of
rent and any notice of intent to re-enter the Demised Premises, or of intent
terminate this Lease, other than the notices above provided in this Article, and
waives any and every other notice or demand prescribed by any applicable
statutes or laws.
        f. No remedy herein or elsewhere in this Lease or otherwise by law,
statute or equity, conferred upon or reserved to Lessor or Lessee shall be
exclusive of any other remedy, but shall be cumulative, and may be exercised
from time to time and as often as the occasion may arise.

COVENANTS TO HOLD HARMLESS:

    18. Unless the liability for damage or loss is caused by the negligence of
Lessor, its agents or employees. Lessee shall hold harmless Lessor from any
liability for damages to any person or property in or upon the Demised Premises
and the Premises, including the person and the property of the Lessee and its
employees and all persons in the Building at its or their invitation or
sufferance, and from all damages resulting from Lessee's failure to perform the
covenants of this Lease. All property kept, maintained or stored on the Demised
Premises shall be so kept, maintained or stored at the sole risk of Lessee.
Lessee agrees to pay all sums of money in respect of any labor, service,
materials, supplies or equipment furnished or alleged to have been furnished to
Lessee in or about the Premises, and not furnished on order of Lessor, which may
be secured by any Mechanic's Materialmen's or other lien to be discharged at the
time performance of any obligation secured thereby matures, provided that Lessee
may contest such lien, but if such lien is reduced to final judgment and if such
judgment or process thereon is not stayed, or if stayed and said stay expires,
then and in each such event, Lessee shall forthwith pay and discharge said
judgment. Lessor shall have the right to post and maintain on the Demised
Premises, notices of non-responsibility under the laws of the State of
Minnesota.

NON-LIABILITY:

    19. Subject to the terms and conditions of Article 14 hereof, Lessor shall
not be liable for damage to any property of Lessee or of others located on the
Premises, nor for the loss of or damage to any property of Lessee or of others
by theft or otherwise. Lessor shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain, or snow or leaks from any part of the Premises or from
the pipes, appliances, or plumbing works or from the roof, street or subsurface
or from any other place or by dampness or by any such damage caused by other
Lessees or persons in the Premises, occupants of adjacent property, of the
buildings, or the public or caused by operations in construction of any private,
public or quasi-public work. Lessor shall not be liable for any latent defect in
the Demised Premises. All property of Lessee kept or stored on the Demised
Premises shall be so kept or stored at the risk of Lessee only and Lessee shall
hold Lessor harmless from any claims arising out of damage to the same,
including subrogation claims by Lessee's insurance carrier.

SUBORDINATION:

    20. This Lease shall be subordinated to any mortgages that may now exist or
that may hereafter be placed upon the Demised Premises and to any and all
advances made thereunder, and to the interest upon the indebtedness evidenced by
such mortgages, and to all renewals, replacements and extensions thereof. In the
event of execution by Lessor after the date of this Lease of any such mortgage,
renewal, replacement or extension, Lessee agrees to execute a subordination
agreement with the holder thereof which agreement shall provide that:
        a. Such holder shall not disturb the possession and other rights of
Lessee under this Lease so long as Lessee is not in default hereunder,
        b. In the event of acquisition of title to the Demised Premises by such
holder, such holder shall accept the Lessee as Lessee of the Demised Premises
under the terms and conditions of this Lease and shall perform all the
obligations of Lessor hereunder, and
        c. The Lessee shall recognize such holder as Lessor hereunder. Lessee
shall, upon receipt of a request from Lessor therefor, execute and deliver to
Lessor or to any proposed holder of a mortgage or trust deed or to any proposed
purchaser of the Premises, a certificate in recordable form, certifying that
this Lease is in full force and effect, and that there are no offsets against
rent nor defenses to Lessee's performance under this Lease, or setting forth any
such

<PAGE>


offsets or defenses claimed by Lessee, as the case may be.

ASSIGNMENT OR SUBLETTING:

    21. Lessee agrees to use and occupy the Demised Premises throughout the
entire term hereof for the purpose of purposes herein specified and for no other
purposes, in the manner and to substantially the extent now intended, and not to
transfer or assign the Lease or sublet said Demised Premises, or any part
thereof, whether by voluntary act, operation of law, or otherwise, without
obtaining the prior consent of Lessor in each instance. Lessee shall seek such
consent of Lessor by a written request therefor; setting forth such information
as Lessor may deem necessary. Lessor agrees not to withhold consent
unreasonably. Consent by Lessor to any assignment of this Lease or to any
subletting of the Demised Premises shall not be a waiver of Lessor's rights
under this Article as to any subsequent assignment or subletting. Lessor's
rights to assign this Lease are and shall remain unqualified. No such assignment
or subleasing shall relieve the Lessee from any of Lessee's obligations in this
Lease contained, nor shall any assignment or sublease or other transfer of this
Lease be effective unless the assignee, sublessee or transferee shall at the
time of such assignment, sublease or transfer, assume in writing for the benefit
of Lessor, its successors or assigns, all of the terms, covenants and conditions
of this Lease thereafter to be performed by Lessee and shall agree in writing to
be bound thereby. Should Lessee sublease in accordance with the terms of this
Lease, fifty percent (50%) of any increase in rental received by Lessee over the
per square foot rental rate which is being paid by Lessee shall be forwarded to
and retained by Lessor, which increase shall be in addition to the Base Rent and
Additional Rent due Lessor under this Lease.

ATTORNMENT:

    22. In the event of a sale or assignment of Lessor's interest, in the
Premises, or the Building in which the Demised Premises are located, or this
Lease, or if the Premises come into custody or possession of a mortgagee or any
other party whether because of a mortgage foreclosure, or otherwise, Lessee
shall attorn to such assignee or other party and recognize such party as Lessor
hereunder; provided, however, Lessee's peaceable possession will not be
disturbed so long as Lessee faithfully performs its obligations under this
Lease. Lessee shall execute, on demand, any attornment agreement required by any
such party to be executed, containing such provisions and such other provisions
as such party may require.

NOVATION IN THE EVENT OF SALE:

    23. In the event of the sale of the Demised Premises, Lessor shall be and
hereby is relieved of all of the covenants and obligations created hereby
accruing from and after the date of sale, and such sale shall result
automatically in the purchaser assuming and agreeing to carry out all the
covenants and obligations of Lessor herein. Notwithstanding the foregoing
provisions of this Article, Lessor, in the event of a sale of the Demised
Premises, shall cause to be included in this agreement of sale and purchase a
covenant whereby the purchaser of the Demised Premises assumes and agrees to
carry out all of the covenants and obligations of Lessor herein.

        The Lessee agrees at any time and from time to time upon not less than
ten (10) days prior written request by the Lessor to execute, acknowledge and
deliver to the Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect as modified and stating the
modifications, and the dates to which the basic rent and other charges have been
paid in advance, if any, it being intended that any such statement delivered
pursuant to this paragraph may be relied upon by any prospective purchaser of
the fee or mortgagee or assignee of any mortgage upon the fee of the Demised
Premises.

SUCCESSORS AND ASSIGNS:

    24. The terms, covenants and conditions hereof shall be binding upon and
inure to the successors and assigns of the parties hereto.

REMOVAL OF FIXTURES:

    25. Notwithstanding anything contained in Article 8, 29 or elsewhere in this
Lease, if Lessor requests then Lessee will promptly remove at the sole cost and
expense of Lessee all fixtures, equipment and alterations made by Lessee
simultaneously with vacating the Demised Premises and Lessee will promptly
restore said Demised Premises to the condition that existed immediately prior to
said fixtures, equipment and alterations have been made all at the sole cost and
expense of Lessee.

QUIET ENJOYMENT:

    26. Lessor warrants that it has full right to execute and to perform this
Lease and to grant the estate demised, and that Lessee, upon payment of the
rents and other amounts due and the performance of all the terms, conditions,
covenants and agreements on Lessee's part to be observed and performed under
this Lease, may peaceably and quietly enjoy the Demised Premises for the
business uses permitted hereunder, subject, nevertheless, to the terms and
conditions of this Lease.

RECORDING:

    27. Lessee shall not record this Lease without the written consent of
Lessor. However, upon the request of either party hereto, the other party shall
join in the execution of the Memorandum lease for the purposes of recordation.
Said Memorandum lease shall describe the parties, the Demised Premises and the
term of the Lease and shall incorporate this Lease by reference. This Article 27
shall not be construed to limit Lessor's right to file this Lease under Article
22 of this Lease.

OVERDUE PAYMENTS:

    28. All monies due under this Lease from Lessee to Lessor shall be due on
demand, unless otherwise specified and if not paid when due, shall result in the
imposition of a service charge for such late payment in the amount of ten
percent (10%) of the amount due.

SURRENDER:

    29. On the Expiration Date or upon the termination hereof upon a day other
than the Expiration Date, Lessee shall peaceably surrender the Demised Premises
broom-clean in good order, condition and repair, reasonable wear and tear only
excepted. On or before the Expiration Date or upon termination of this Lease on
a day other than the Expiration Date, Lessee shall, at its expense, remove all
trade fixtures, personal property and equipment and signs from the Demised
Premises and any property not removed shall be deemed to have been abandoned.
Any damage caused in the removal of such items shall be repaired by Lessee and
at its expense. All alterations, additions, improvements and fixtures (other
than trade fixtures) which shall have been made or installed by Lessor or Lessee
upon the Demised Premises and all floor covering so installed shall remain upon
and be surrendered with the Demised Premises as a part thereof, without
disturbance, molestation or injury, and without charge, at the expiration or
termination of this Lease. If the Demised Premises are not surrendered on the
Expiration Date or the date of termination, Lessee shall indemnify Lessor
against loss or liability, claims, without limitation, made by any succeeding
Lessee founded on such delay. Lessee shall promptly surrender all keys for the
Demised Premises to Lessor at the place then fixed for payment of rent and shall
inform Lessor of combinations of any locks and safes on the Demised Premises.

HOLDING OVER:

    30. In the event of a holding over by Lessee after expiration or termination
of this Lease without the consent in writing of Lessor, Lessee shall be deemed a
lessee at sufferance and shall pay rent for such 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 Lessor 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 Lessor shall constitute Lessee a month-to-month lessee.

ABANDONMENT:

    31. In the event Lessee shall remove its fixtures, equipment or machinery or
shall vacate the Demised Premises or any part thereof prior to the Expiration
Date of this Lease, or shall discontinue or suspend the operation of its
business conducted on the Demised Premises for a period of more than thirty (30)
consecutive days (except during any time when the Demised Premises may be
rendered untenantable by reason of fire or other casualty), then in any such
event Lessee shall be deemed to have abandoned the Demised Premises and Lessee
shall be in default under the terms of this Lease.

CONSENTS BY LESSOR:

    32. Whenever provision is made under this Lease for Lessee securing the
consent or approval by Lessor, such consent or approval shall only be in
writing.

NOTICES:

    33. Any notice required or permitted under this Lease shall be deemed
sufficiently given or secured if sent by registered or certified return receipt
mail to Lessee at 7667 Equitable Drive, Eden Prairie, MN 55344 and to Lessor at
the address then fixed for the payment of rent as provided in Article 4 of this
Lease, and either party may by like written notice at any time designate a
different address to which notices shall subsequently be sent or rent to be
paid.

RULES AND REGULATIONS:

    34. Lessee shall observe and comply with the rules and regulations as Lessor
may prescribe, on written notice to Lessee for the safety, care and cleanliness
of the Building.

INTENT OF PARTIES:

<PAGE>


    35. Except as otherwise provided herein, the Lessee covenants and agrees
that if it shall any time fail to pay any such cost or expense, or fail to take
out, pay for, maintain or deliver any of the insurance policies above required,
or fail to make any other payment or perform any other act on its part to be
made or performed as in this Lease provided, then the Lessor may, but shall not
be obligated so to do, and without notice to or demand upon the Lessee and
without waiving or releasing the Lessee from any obligations of the Lessee in
this Lease contained, pay any such cost or expense, effect any such insurance
coverage and pay premiums therefor, and may make any other payment or perform
any other act on the part of the Lessee to be made and performed as in this
Lease provided, in such manner and to such extent as the Lessor may deem
desirable, and in exercising any such right, to also pay all necessary and
incidental costs and expenses, employ counsel and incur and pay reasonable
attorneys' fees. All sums so paid by Lessor and all necessary and incidental
costs and expenses in connection with the performance of any such act by the
Lessor, together with interest thereon at the rate of twelve percent (12%) per
annum from the date of making of such expenditure, by Lessor, shall be deemed
additional rent hereunder, and shall be payable to Lessor on demand. Lessee
covenants to pay any such sum or sums with interest as aforesaid and the Lessor
shall have the same rights and remedies in the event of the nonpayment thereof
by Lessee as in the case of default by Lessee in the payment of the Base Rent
payable under this Lease.

GENERAL:

    36. The Lease does not create the relationship of principal agent or of
partnership or of joint venture or of any association between Lessor and Lessee,
the sole relationship between the parties hereto being that of Lessor and
Lessee.
        No waiver of any default of Lessee hereunder shall be implied from any
omission by Lessor to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated. One or more waivers by Lessor shall not then be
construed as a waiver of a subsequent breach of the same covenant, term or
condition. The consent to or approval by Lessor of any act by Lessee requiring
Lessor's consent or approval shall not waive or render unnecessary Lessor's
consent to or approval of any subsequent similar act by Lessee shall be
construed to be both a covenant and a condition. No action required or permitted
to be taken by or on behalf of Lessor under the terms or provisions of this
Lease shall be deemed to constitute an eviction or disturbance of Lessee's
possession of the Demised Premises. All preliminary negotiations are merged into
and incorporated in this Lease. The laws of the State of Minnesota shall govern
the validity, performance and enforcement of this Lease.
        a. This Lease and the exhibits, if any, attached hereto and forming a
part hereof, constitute the entire agreement between Lessor and Lessee affecting
the Demised Premises and there are no other agreements, subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Lessor or
Lessee unless reduced to writing and executed in the same form and manner in
which this Lease in executed.
        b. If any agreement, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such agreement, 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 agreement, covenant or condition of this Lease shall be valid
and be enforced to the fullest extent permitted by law.

HAZARDOUS MATERIAL:

    37. a. The Demised Premises hereby leased shall be used by and/or at the
sufferance of Lessee only for the purpose set forth in Article 11 above and for
no other purposes. Lessee shall not use or permit the use of the Demised
Premises in any manner that will tend to create waste or a nuisance, or will
tend to unreasonably disturb other Lessees in the Building or the Premises.
Lessee, its employees and all persons visiting or doing business with Lessee in
the Demised Premises shall be bound by and shall observe the reasonable rules
and regulations made by Lessor relating to the Demised Premises, the Building or
the Premises of which notice in writing shall be given to the Lessee, and all
such rules and regulations shall be deemed to be incorporated into and form a
part of this Lease.
        b. Lessee covenants through the Lease Term, at Lessee's sole cost and
expense, promptly to comply with all laws and ordinances and the orders, rules
and regulations and requirements of all federal, state and municipal governments
and appropriate departments, commissions, boards, and officers thereof, and the
orders, rules and regulations of the Board of Fire Underwriters where the
Demised Premises are situated, or any other body now or hereafter as well as
extraordinary, and whether or not the same require structural repairs or
alterations, which may be applicable to the Demised Premises, or the use or
manner of use of the Demised Premises. Lessee will likewise observe and comply
with the requirements of all policies of public liability, fire and all other
policies of insurance at any time in force with respect to the building and
improvements on the Demised Premises and the equipment thereof.
        c. In the event any Hazardous Material (hereinafter defined) is brought
or caused to be brought into or onto the Demised Premises, the Building or the
Premises by Lessee, Lessee shall handle any such material in compliance with all
applicable federal, state and/or local regulations. For purposes of this
Article, "Hazardous Material" means and includes any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for purposes of)
the Comprehensive Environmental Response, Compensation, and Liability Act, any
so-called "Superfund" or "Superlien" law, or any federal, state or local
statute, law, ordinance, code, rule, regulation, order decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or materials, as now or at any
time hereafter in effect. Lessee shall submit to Lessor on an annual basis
copies of its approved hazardous materials communications plan, OSHA monitoring
plan, and permits required by the Resource Recovery and Conservation Act of
1976, if Lessee is required to prepare, file or obtain any such plans or
permits. Lessee will indemnify and hold harmless Lessor from any losses,
liabilities, damages, costs or expenses (including reasonable attorney's fees)
which Lessor may suffer or incur as a result of Lessee's introduction into or
onto the Demised Premises, Building or Premises of any Hazardous Material. This
Article shall survive the expiration or sooner termination of this Lease.

CAPTIONS:

    38. The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Lease nor
the intent or any provision thereof.

ATTACHMENTS:

    39. See also rider attached hereto and made a part hereof containing
articles 42 through _____ inclusive as well as Exhibits A through _____
inclusive, which Exhibits are attached hereto and made a part hereof.

         EXHIBIT                    DESCRIPTION
         Exhibit A                  Legal Description
         Exhibit B                  Demised Premises
         Exhibit C                  Improvements
         Exhibit D                  Sign Criteria

    40. Submission of this instrument to Lessee or proposed Lessee or his agents
or attorneys for examination, review, consideration or signature does not
constitute or imply an offer to lease, reservation of space, or option to lease,
and this instrument shall have no binding legal effect until execution hereof by
both Lessor/Owner and Lessee or its agents.

REPRESENTATION:

<PAGE>


IN WITNESS WHEREOF, the Lessor and the Lessee have caused these presents to be
executed in form and manner sufficient to bind them at law, as of the day and
year first above written.

LESSEE:                                     LESSOR:
Inter-Con-PC, Inc.                          Equitable Holdings, Inc.
(a Minnesota corporation)                   (a Minnesota corporation)


------------------------------------------       -------------------------------

By:  /s/ Michael P. Ferderer                 By: /s/ Joseph F. Novogratz
     -------------------------------------       -------------------------------
     Michael P. Ferderer                         Joseph F. Novogratz
Its: President and Chief Executive Officer  Its: President
     -------------------------------------       -------------------------------


STATE OF

COUNTY OF            ss.:

On this _______ day of ____________________ 19___, personally came before me, a
Notary Public within and for said County, _______________ and _________________,
to me well known to be the same persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their free
act and deed.

                                            ------------------------------------
                                            Notary Public

                                            My commission expires:
                                                                  --------------




STATE OF

COUNTY OF            ss.:

On this _______ day of ____________________ 19___, personally came before me, a
Notary Public within and for said County, _______________ and _________________,
to me well known to be the same persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their free
act and deed.

                                            ------------------------------------
                                            Notary Public

                                            My commission expires:
                                                                  --------------

REV 1/92

<PAGE>


                                 RIDER TO LEASE
                               DATED JULY 12, 1996
                                 BY AND BETWEEN
      EQUITABLE HOLDINGS, INC. (A MINNESOTA GENERAL PARTNERSHIP), AS LESSOR
                                       AND
                               INTER-CON-PC, INC.
                      (A MINNESOTA CORPORATION), AS LESSEE

Article 42 - Base Rent:

   The following is hereby made a part of Article 2, Base Rent of this Lease:

   Period                          Monthly Base Rent    Total Period Base Rent
   ------                          -----------------    ----------------------

   August 15, 1996, through and
   including August 31, 1996               $962.88                  $962.88

   September 1, 1996, through and
   including August 31, 1999             $1,755.75               $63,207.00

   September 1, 1999, through and
   including August 31, 2001             $1,843.54               $44,294.96



Article 43 - Improvements:

   LESSEE agrees to lease the Demised Premises in its "as is" condition except
   for the improvements to be completed by Lessor attached herein AS Exhibit C.

   All other improvements to the Demised Premises must be approved by Lessor and
   will be the sole cost of Lessee.


LESSEE:                                     LESSOR:

Inter-Con-PC, Inc.                          Equitable Holdings, Inc.
(a Minnesota corporation)                   (a Minnesota corporation)



By:  /s/ Michael P. Ferderer                 By: /s/ Joseph F. Novogratz
     -------------------------------------       -------------------------------
     Michael P. Ferderer                         Joseph F. Novogratz
Its: President and Chief Executive Officer  Its: President
     -------------------------------------       -------------------------------
Date:                                       Date:
     -------------------------------------       -------------------------------

<PAGE>


                                    Exhibit A

                                Legal Description

                Lot 1, Block 1, Edenvale Executive Center Three,
                    Eden Prairie, Hennepin County, Minnesota

<PAGE>


                                    EXHIBIT B
                                   FLOOR PLAN


                             [DRAWING OF FLOOR PLAN]

<PAGE>


                                   EXHIBIT C


[LOGO] WELSH CONSTRUCTION LETTERHEAD



May 16, 1996



Mr. Michael Ferderer
Ferderer Communications
7667 Equitable Drive #203
Eden Prairie, MN 55344

Re: Tenant Improvements to Suite #101

Dear Mr. Ferderer:

We propose to provide the labor and materials as specified herein based upon an
as-built drawing received and new floor plan layout received from you. The
following is included in this proposal:

GENERAL CONDITIONS

1.       Permit
2.       Supervision
3.       Dumpsters
4.       Clean-up

DEMOLITION

1.       Demo and remove (136) lf of existing 9-ft partition.
2.       Demo and remove (144) sq yds of existing carpeting.
3.       Demo and remove (9) doors, frames, and hardware.
4.       Demo and remove (1,100) sq ft of acoustical ceiling tile.
5.       Demo and remove (1,360) sq ft of existing vinyl wallcovering.

DRYWALL

Construct new wall as indicated on the drawings.

ACOUSTICAL

Replace ceiling tile with new where walls are removed.

<PAGE>


                                    EXHIBIT C

DOORS

1.       Provide and install (3) new doors and hardware similar to existing.
2.       Relocate (5) existing 3'-0" x 6'-8" doors.
3.       Provide and install (1) new bi-fold door.
4.       Relocate (2) existing pairs of doors.
5.       Provide and install (2) new 4' x 4' windows.
6.       Relocate (1) sliding door.

PAINT

1.       Paint approximately (3,883) sq ft of wall.
2.       Finish new doors and windows.
3.       Touch up relocated doors.
4.       Wash walls where wallcovering is removed.
5.       Provide and install approximately (170) ly new Type I vinyl
         wallcovering.

FIRE PROTECTION

Add and relocate sprinkler heads as required for code compliance.

HVAC

Reduct existing HVAC system to fit new floor plan.

ELECTRICAL (Allowance)

1.       Relocate (7) 2 x 4 lay-in fixtures.
2.       Relocate (4) incandescent recessed downlights.
3.       Provide and install (7) new 2 x 4 lay-in fixtures.
4.       Wire and install (12) single pole switches.
5.       Wire and install (12) duplex general-duty receptacles.
6.       Wire and install (1) copier receptacle.
7.       Provide and install (8) telephone/data boxes.
8.       Provide and install (1) exit sign with emergency light.
9.       Wire relocated thermostats.

FLOORING

1.       Provide and install new direct-glue carpeting at new areas as
         designated by the plan. A material and labor allowance of $12.00/sq yd
         has been included.
2.       Provide and install new 4" carpet base at walls adjacent to newly
         carpeted areas.
3.       Re-use removed carpet to provide new carpet base at new and existing
         walls where carpet is to remain.

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                                    EXHIBIT C

TEMPORARY ENCLOSURES

Cover existing flooring to remain for protection.

FINAL CLEAN

Final professional cleaning prior to occupancy including power extraction of
existing carpeting to remain, cleaning of all windows, vacuuming and wiping
entire office.

ARCHITECTURE

An allowance of $200.00 has been included to provide scaled drawings of new
desired floor plan for use during construction and to obtain building permit.

                     TOTAL PROJECT COST      $29,517.00

QUALIFICATIONS/ASSUMPTIONS

1.       Proposal assumes that existing pairs of doors can be relocated to new
         locations without change in hardware.
2.       All work is priced to be performed during normal business hours while
         the space is vacant.
3.       It is assumed that the existing conditions and equipment to remain and
         serve the needs of this space exist in good working order and comply
         with code requirements.
4.       Wallcovering and carpeting are to be selected from contractor's sample
         selections.
5.       Proposal is based upon drawings faxed to Mr. Ferderer on May 15, 1996.
6.       Existing restrooms and area in front of restrooms are to remain as is.
         No work has been included for these areas.
7.       A door has been included from the corridor to the equipment room to
         comply with code requirements.

Thank you for the opportunity to provide you with this proposal. If chosen as
your general contractor for this project, you have my commitment to assist in
bringing this project to completion on time and within budget.

Respectfully,                       ACCEPTANCE: Mr. Michael Ferderer

                                    FERDERER COMMUNICATIONS

/s/ Kurt W. Hoppe
Kurt W. Hoppe                       By: /s/ Michael Ferderer
Project Manager
Welsh Construction Corp.            Title: President and Chief Executive Officer

KH/jlf                              Date:

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                                    EXHIBIT D

                         TENANT SIGNING SPECIFICATIONS
                              7667 EQUITABLE DRIVE
                            EDEN PRAIRIE, MINNESOTA

General

1.       Approval of design drawings for Tenant's lease premises does not
         constitute approval of any sign work. Landlord's written approval of
         Tenant's sign design is required.

2.       The cost for furnishing and installation of a sign shall be the
         responsibility of each Tenant. The sign construction is to be completed
         in compliance with the following criteria:

Sign Criteria

1.       Tenant's sign shall be identification signs only. Tenants will be
         restricted to copy which will designate the tenant's proper name,
         product and/or service.

2.       Tenants will be allocated an area on the interior of the building for
         their sign. This area will be adjacent to their front entry door.

3.       Landlord shall provide Tenant's suite sign upon initial occupancy.
         Subsequent changes shall be at Tenant's sole expense.

4.       White vinyl letters not more than 3" in height, upper and lower case
         will be provided by the Landlord on the exterior glass entry doors upon
         initial move-in. Subsequent changes shall be Tenant's sole expense.

5.       Rear shipping area shall be identified by 6" individual white letters
         above the shipping door.

6.       Landlord will provide the address/suite numerals.

Sign Approvals - Procedures for Obtaining Approvals for Sign Drawings

1.       Tenants shall submit drawings and specifications for all of its
         proposed sign work to the Landlord. Three sets of drawings will be
         required from each Tenant. The drawings shall clearly show the location
         of the sign on the fascia, graphics, construction, and attachment
         details.

2.       The Landlord shall return one set of drawings as soon as possible to
         the Tenant. The drawings will be marked "approved" or "disapproved"
         accompanied by a letter of explanation. Drawings that have been
         approved may be installed at the earliest convenience of the Tenant.
         Drawings that have been disapproved are to be redesigned and
         resubmitted to the Landlord for approval with all changes noted.

3.       The Tenant shall be responsible for obtaining the city's approval of
         their sign design. The Tenant shall not apply for the city's approval
         until the Tenant receives the Landlord's approval in writing. The
         Landlord's approval shall in no way be misconstrued as approval by the
         city.

4.       Upon request, Landlord will provide Tenant with names of three sign
         designers and installers but Landlord will not endorse or require use
         of any particular sign company.