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                                                                   EXHIBIT 10.22





                             OFFICE LEASE AGREEMENT




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                             Page
<S>                                                                                          <C>
ARTICLE 1.            BASIC LEASE PROVISIONS...................................................1

ARTICLE 2.            DEFINITIONS..............................................................2

ARTICLE 3.            GRANT OF LEASE...........................................................4

ARTICLE 4.            RENT PAYMENT.............................................................4

ARTICLE 5.            SERVICE CHARGE...........................................................4

ARTICLE 6.            OPERATING COST ADJUSTMENT................................................5

ARTICLE 7.            ADDITIONAL OCCUPANCY TAXES...............................................6

ARTICLE 8.            ACCEPTANCE OF PREMISES...................................................6

ARTICLE 9.            TIME OF POSSESSION AND OCCUPANCY OF PREMISES.............................6

ARTICLE 10.           ALTERATIONS, ADDITIONS, IMPROVEMENTS BY TENANT...........................7

ARTICLE 11.           REPAIRS BY TENANT........................................................7

ARTICLE 12.           MECHANICS' LIENS.........................................................7

ARTICLE 13.           SURRENDER OF PREMISES....................................................7

ARTICLE 14.           COMPLIANCE WITH ORDINANCES, RULES AND REGULATIONS........................7

ARTICLE 15.           LANDLORD'S RIGHT OF ENTRY................................................8

ARTICLE 16.           NUISANCE.................................................................8

ARTICLE 17.           ASSIGNMENT OR SUBLEASE BY TENANT.........................................8

ARTICLE 18.           SUBORDINATION TO MORTGAGE................................................9

ARTICLE 19.           ESTOPPEL CERTIFICATE....................................................10

ARTICLE 20.           SIGNS AND GRAPHICS......................................................10

ARTICLE 21.           ACCEPTANCE OF GOODS.....................................................10

ARTICLE 22.           TENANT INSURANCE........................................................11

ARTICLE 23.           LANDLORD'S COVENANTS....................................................11
</TABLE>


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<TABLE>

<S>                                                                                          <C>
ARTICLE 24.           ASSIGNMENT BY LANDLORD; LANDLORD'S LIABILITY............................13

ARTICLE 25.           CONDEMNATION............................................................13

ARTICLE 26.           DAMAGE TO BUILDING......................................................13

ARTICLE 27.           HOLDING OVER............................................................14

ARTICLE 28.           ATTORNEYS' FEES AND COURT COSTS.........................................14

ARTICLE 29.           DEFAULT BY TENANT.......................................................14

ARTICLE 30.           INDEMNITY...............................................................15

ARTICLE 31.           WAIVER OF SUBROGATION...................................................16

ARTICLE 32.           SEVERABILITY............................................................16

ARTICLE 33.           WAIVER OF COVENANTS.....................................................16

ARTICLE 34.           [Intentionally Deleted.]................................................16

ARTICLE 35.           NOTICES.................................................................16

ARTICLE 36.           MISCELLANEOUS...........................................................17

Signatures....................................................................................18

Exhibit A
Exhibit B
Exhibit B-1
Exhibit C
Exhibit C-1
Exhibit C-2
</TABLE>


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                                BROADWAY PLACE II
                             ________ GODWARD STREET
                            MID-CITY INDUSTRIAL PARK
                             MINNEAPOLIS, MINNESOTA


                             OFFICE LEASE AGREEMENT


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

         ARTICLE 1. BASIC LEASE PROVISIONS. Each reference in this Lease to any
of the Basic Lease Provisions contained in this Article 1 shall be deemed and
construed to incorporate all of the terms provided under each such Basic Lease
Provision.

DATE:                  February 17, 1987

LANDLORD:              THE CHUTE COMPANY

ADDRESS OF LANDLORD:   3433 Broadway Street N.E.
                       Suite 401
                       Minneapolis, Minnesota   55413

TENANT:                LAWSON ASSOCIATES, INC.

ADDRESS OF TENANT:     2021 East Hennepin Avenue
                       Minneapolis, Minnesota  55413

LEASED PREMISES: Rentable Area on the 4th and 5th floors of the Building and
Basement Area, to be further identified by supplement to this Lease.

TERM: The period of ten (10) years beginning on the 1st day of July, 1988 and
continuing thereafter to and including the 30th day of June, 1998, unless
earlier terminated as provided in this Lease.

USE: The Leased Premises (excluding the Basement Area) shall be used and
occupied by Tenant solely for the purpose of general office use. The Basement
Area shall be used by Tenant solely for the purposes of shipping, receiving,
copy services and storage necessary to the operation of Tenant's business in the
remainder of the Leased Premises, and for the purpose of a computer room and its
support staff.

ANNUAL BASE RENT:  See Section 3 of Exhibit C hereto.

USEABLE AREA OF THE LEASED PREMISES: Not less than 45,000 square feet of the
Building, the size (determined pursuant to Section 2(g) hereof) and location of
which shall be further identified by supplement to this Lease.

<PAGE>   5

RENTABLE AREA OF THE LEASED PREMISES: (To be determined pursuant to section 2(h)
hereof).

TENANT'S PROPORTIONATE SHARE: (To be determined, subject to section 2(1)
hereof).

BASEMENT AREA: Not more than 6,000 square feet of Useable Area located on the
first basement level of the Building, to be further identified by supplement to
this Lease, pursuant to Section 2(b) of Exhibit C hereto.

         The following Exhibits are attached to this Lease, are incorporated
into this Lease by this reference, and are to be construed as a part of this
Lease:

                  Exhibit A Legal Description
                  Exhibit B Plan of Leased Premises
                  Exhibit C Additional Provisions

         ARTICLE 2. DEFINITIONS. For the purpose of this Lease:

                  (a) "Annual Gross Rent" means the aggregate of the Annual Base
         Rent, Tenant's Proportionate Share of Estimated Operating Cost and all
         other sums of money as shall become due and payable by Tenant to
         Landlord under this Lease.

                  (b) "Building" means the structure located at and situated on
         the premises legally described on Exhibit A, including any area
         servicing the same such as lobby areas, access areas, or other public
         areas, whether now or hereinafter constructed.

                  (c) "Project" means the Building and the premises legally
         described on Exhibit A.

                  (d) "Operating Cost" (sometimes herein referred to as "Actual
         Operating Cost") means and includes all expenses and costs (excluding,
         however, depreciation and payments of principal or interest on any
         mortgage or other encumbrance) which Landlord or Landlord's manager
         shall pay or become obligated to pay or incur because of or in
         connection with the ownership, maintenance, management and operation of
         the Project, including but not limited to (i) all taxes and
         installments of special assessments (and interest thereon), general and
         special, ordinary and extraordinary, assessed, levied, charged or
         imposed upon or against the Project and any and all taxes, excises,
         fees, charges, levies or assessments which may be assessed, levied,
         charged or imposed against or on the Project in lieu thereof or in
         addition thereto (herein sometimes called the "Tax Cost"); (ii) wages,
         salaries and related expenses of all employees engaged in the operation
         and maintenance and security of the Project, and the costs of a
         management office in the Building, incurred by Landlord (provided that
         if employees and management officers are shared between the Project and
         the project known as Broadway Place I Office Building, operating costs
         for such shared services shall be allocated among tenants in both
         buildings); (iii) the cost of all supplies and materials used in the
         operation and maintenance of the Project; (iv) the cost of all
         utilities, including, without limitation, water, electricity and gas
         and the cost of heating, lighting, air conditioning and ventilating the
         Project; (v) management costs (whether charged by Landlord and/or
         pursuant to third-



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         party management contract) not in excess of 6.5% per year of base rents
         collected from the Project, projected to 100% occupancy, and the cost
         of maintenance and service agreements for the Project and the equipment
         therein, including, without limitation, alarm service, window cleaning
         and elevator and escalator maintenance; (vi) accounting costs,
         including the costs of audits by certified public accountants; (vii)
         the cost of all insurance, including but not limited to, fire,
         casualty, liability and rental abatement insurance applicable to the
         Project and Landlord's personal property used in connection therewith;
         (viii) the cost of all repairs, replacements and general maintenance
         (excluding repairs and general maintenance paid by proceeds of
         insurance or by Tenant or other third parties), including but not
         limited to the cost of janitorial services; (ix) any and all
         maintenance costs related to Common Areas of the Project, which shall
         include, but which shall not be limited to, lobbies, atriums,
         galleries, plazas, hallways, corridors, arcades, elevators, storage
         areas, restrooms, drinking fountains, landscaping and service areas,
         lawns, sidewalks, walkways, parking areas, or other areas of the
         Project from time to time designated by Landlord for common use or
         benefit within the property limits described in Exhibit A, whether or
         not open to the general public; (x) the cost of any equipment leased or
         rented in connection with the management or operation of the Project;
         and (xi) the cost, including reasonable interest charges thereon, of
         capital expenditures made for repairs, replacements or improvements to
         the Project or purchase of equipment which will be amortized over the
         expected life thereof that are required by any governmental authority
         or insurance carrier or that will improve the operating efficiency of
         the Project or reduce the cost of operating or maintaining the Project.
         The annual assessment of Operating Costs shall be determined in
         accordance with generally accepted accounting principles which shall be
         consistently applied (with appropriate accruals).

                  (e) "Estimated Operating Cost" means, for any particular
         calendar year, the estimate by Landlord of the Operating Cost for the
         Project for such calendar year, computed prior to commencement of such
         calendar year.

                  (f) "Operating Cost Adjustment" means the difference between
         the "Estimated Operating Cost" and the "Actual Operating Cost" computed
         according to the provisions of Article 6 herein.

                  (g) "Useable Area of the Leased Premises" means (i) for that
         portion, if any, of the Leased Premises constituting an entire floor of
         the Building or an entire wing of a floor for which no common corridor
         is necessary, the area of the entire floor or wing measured to the
         inside surface of the exterior glass excluding only public stairs,
         elevator shafts, flues, stacks, pipe shafts, vertical ducts, restrooms
         and Building utility rooms, with no deductions being made for columns
         or projections necessary to the Building; or (ii) for that portion, if
         any, of the Leased Premises constituting less than an entire floor of
         the Building, and for which a common corridor is necessary, the area
         within the demising walls measured from the inside surface of the
         exterior glass to the center line of all demising partitions and to the
         outside surface of corridor partitions with no deductions being made
         for columns or projections necessary to the Building.



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                  (h) "Rentable Area of the Leased Premises" means (i) for that
         portion, if any, of the Leased Premises constituting an entire floor of
         the Building or an entire wing of a floor for which no common corridor
         is necessary, the Useable Area of the Leased Premises times a factor,
         not to exceed 1.075, to be determined by Landlord based upon actual
         measurements of the Building and of such floor or wing, in accordance
         with the American National Standard Method for Measuring Floor Area in
         Office Buildings, ANSI 265.1-1980 ("BOMA Standards"); or (ii) for that
         portion, if any, of the Leased Premises constituting less than an
         entire floor of the Building, and for which a common corridor is
         necessary, the Useable Area of the Leased Premises times a factor, to
         be determined by Landlord based upon actual measurements of the
         Building, in accordance with BOMA Standards.

                  (i) "Rentable Area of the Building" means and shall be the
         rentable area of the Building (exclusive of all basement space), to be
         determined by Landlord upon the basis of actual measurements of the
         Building, in accordance with BOMA Standards.

                  (j) "Tenant" means Tenant, and Tenants in all cases where
         there is more than one Tenant, and the necessary grammatical changes
         required, to make the provisions hereof apply to corporations,
         partnerships or individuals, men or women, shall in all cases be
         assumed as though in each instance fully expressed.

                  (k) "Tenant Improvements" means all alterations, improvements
         and additions to the Leased Premises performed by Landlord or its
         agents for Tenant, excluding alterations, improvements and additions to
         the Leased Premises performed by Tenant and moveable equipment and
         furniture.

                  (l) "Tenant's Proportionate Share", identified in Article 1
         herein, means the ratio which the Rentable Area of the Leased Premises
         (excluding all basement space) bears to the greater of (i) the Rentable
         Area of the Building actually leased or (ii) 95% of the Rentable Area
         of the Building.

         ARTICLE 3. GRANT OF LEASE. Landlord does hereby lease the Leased
Premises to Tenant and Tenant does hereby lease and accept the Leased Premises
from Landlord to have and to hold during the Term, subject to the terms and
conditions of this Lease.

         ARTICLE 4. RENT PAYMENT. One-twelfth (1/12) of the Annual Gross Rent
shall be paid, in lawful money of the United States, to Landlord at the address
of Landlord, or such other place or places or to such other party or parties as
Landlord from time to time shall designate, on or before the first day of each
calendar month during the initial term and any extensions or renewals thereof
without demand and without any reduction, abatement, counterclaim or setoff. If
the term of this Lease, as heretofore established, commences on other than the
first day of a month or terminates on other than the last day of a month, then
the monthly installments of Annual Gross Rent provided for herein for such month
or months shall be prorated and the installments so prorated shall be paid in
advance.

         ARTICLE 5. SERVICE CHARGE. All rent and other sums payable hereunder by
Tenant which are not paid within seven (7) days after they become due shall bear
interest from


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the date due to the date paid at an annual rate of interest equal to the lesser
of (a) two percent above the rate from time to time announced by the First
National Bank of Minneapolis as its "prime rate" or (b) the highest rate
permitted by law. In the event of any change in said "prime rate", the annual
rate of interest payable on any such unpaid rent or other sums shall be adjusted
on the effective day of the corresponding change in said "prime rate".

         ARTICLE 6. OPERATING COST ADJUSTMENT.

                  (a) In the event that the Actual Operating Cost for any
         calendar year during the Term of this Lease exceeds the Estimated
         Operating Cost for such calendar year, Tenant shall pay to Landlord, as
         additional rent for such year, a sum equal to Tenant's Proportionate
         Share of the difference between the Actual Operating Cost for that year
         and the Estimated Operating Cost for that year. In the event that the
         Estimated Operating Cost for any calendar year during the Term of this
         Lease exceeds the Actual Operating Cost for such calendar year,
         Landlord shall refund to Tenant a sum equal to Tenant's Proportionate
         Share of the difference between the Estimated Operating Cost for that
         year and the Actual Operating Cost for that year.

                  (b) Landlord, within ninety (90) days after the end of any
         calendar year, shall give written notice to Tenant of any Operating
         Cost Adjustment which notice shall contain or be accompanied by a
         statement of the Actual Operating Cost during such calendar year, and a
         computation of the Operating Cost Adjustment. Tenant shall pay to
         Landlord any additional rent due under the provisions of this Article 6
         and Landlord shall refund to Tenant any amount due Tenant under the
         provisions of this Article 6 within thirty (30) days after receipt of
         such notice. The amounts of all refunds payable hereunder by Landlord
         to Tenant which are not paid within said period of thirty (30) days
         shall bear interest at the rate specified in Article 5 above.
         Landlord's failure to so notify Tenant within a reasonable period of
         time after the closing of any calendar year for which additional rent
         is due under the provisions of this Article 6 shall not release Tenant
         from paying nor diminish Tenant's obligation to pay such additional
         rent.

                  (c) Tenant may examine the books of Landlord relating to the
         Project, provided that such examination is requested within sixty (60)
         days after the receipt of the notice of the Operating Cost Adjustment.
         The period of examination shall not extend the due date of any payment;
         provided, however, that Tenant shall have the right to contest in good
         faith Landlord's determination of the Operating Cost Adjustment within
         said period of sixty (60) days, and Tenant shall not be deemed to have
         waived the right to contest the same in good faith by making such
         payment.

                  (d) If this Lease commences or terminates at any time other
         than the first day of the calendar year, the operating Cost Adjustment
         referred to herein will be prorated, based on the calendar days during
         such calendar year for which Tenant is obligated to pay rent with
         respect to the Leased Premises.

                  (e) Notwithstanding any other provision herein to the
         contrary, it is agreed that Landlord shall, in its reasonable
         discretion, determine from time to time, the method of computing the
         Operating Cost and the Tax Cost, the allocation of the Operating Cost


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         and the Tax Cost to various types of space within the Building, and
         Tenant shall be bound thereby; that in the event the Building is not
         fully occupied during any partial or full calendar year, an adjustment
         shall be made in computing the Actual Operating Cost for such calendar
         year so that the Actual Operating Cost for such calendar year shall be
         computed as though the Building had been fully occupied during such
         calendar year; that the Tax Cost included in the Operating Cost for any
         calendar year shall be the Tax Cost payable in such calendar year; and
         that in the event the Tax Cost payable in 1987 or in any subsequent
         year does not reflect a building that is fully completed and fully
         occupied, an adjustment shall be made in computing the Tax Cost so that
         the Tax Cost shall reflect what the Tax Cost would have been had the
         Building been fully complete and fully occupied.

         ARTICLE 7. ADDITIONAL OCCUPANCY TAXES. Tenant shall pay, as additional
rent to Landlord, the amount of any taxes (but excluding therefrom any income
tax) excise, charges, levies, fees or assessments paid, or which will be
payable, by Landlord by reason of the receipt of monthly installments of Annual
Gross Rent, or by reason of renting any part of the Building to Tenant or
Tenant's occupancy of any part thereof.

         ARTICLE 8. ACCEPTANCE OF PREMISES. Taking of possession of the Leased
Premises by Tenant shall be conclusive evidence that the Leased Premises were,
on that date, in good, clean and tenantable condition as represented by
Landlord; provided, however, that Tenant shall have ten (10) days following
receipt of a certificate of substantial completion for the Leased Premises
issued by Landlord or Landlord's architect within which to deliver to Landlord a
list of specific items that Tenant deems it necessary for Landlord to complete
or correct in order for the Leased Premises to be acceptable. Tenant
acknowledges that no representations as to the repair of the Leased Premises or
promises to alter, remodel or improve the Leased Premises, have been made by
Landlord, except as may be provided in a written agreement between Tenant and
Landlord.

         ARTICLE 9. TIME OF POSSESSION AND OCCUPANCY OF PREMISES. The
commencement date (sometimes hereinafter referred to as the "Commencement Date")
of the Term shall be July 1, 1988. In the event, however, that Landlord is
unable to deliver possession of the Leased Premises to Tenant by July 1, 1988
for any reason, Landlord shall not be liable or responsible for any claims,
damages or liabilities in connection therewith or by reason thereof, this Lease
shall remain in full force and effect, the Term of this Lease shall be for the
same term of months as set forth in the Basic Lease Provisions plus an
additional number of days so that the Term of this Lease ends on the last day of
the last calendar month of the Term of the Lease and the Commencement Date of
the Term of this Lease shall instead be the earlier of (a) the date when
Landlord delivers possession of the Leased Premises to Tenant accompanied by a
certificate of substantial completion for the Leased Premises issued by Landlord
or Landlord's architect; or (b) the date on which Tenant occupies the Leased
Premises. In such event, Landlord and Tenant, at the request of either party,
shall each execute and deliver to the other an amendment to this Lease
specifying the commencement and expiration dates of the Term of this Lease.

         Notwithstanding the foregoing, if this Lease has not been terminated
pursuant to paragraph 36(g) below, and if Landlord is unable to deliver
possession of the Leased Premises to


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Tenant on or before September 1, 1988, subject to extension if Landlord is
delayed at any time by any act of Tenant or by changes in the work or by labor
disputes, fire, casualty or any other causes beyond Landlord's control, such
extension to be an amount of time equal to the period of such delay, and if the
Leased Premises are not in such condition on September 1, 1988, in the
reasonable opinion of Tenant, as to be deliverable to Tenant on or before
November 30, 1988, Tenant shall have the right to terminate this Lease by
written notice to Landlord, in which event Landlord shall reimburse Tenant for
out-of-pocket expenses actually incurred by Tenant in connection with space
planning, up to a maximum of $10,000.00, and neither party shall have any
further obligation or liability hereunder.

         ARTICLE 10. ALTERATIONS, ADDITIONS, IMPROVEMENTS BY TENANT. Tenant
agrees not to permit the Leased Premises to be used for any purpose other than
stated in the Basic Lease Provisions, or to make or allow to be made any
alterations, additions or improvements in or about the Leased Premises without
first obtaining the written consent of Landlord. Any and all such alterations,
additions or improvements, when made to the Leased Premises, shall at once
become the property of Landlord and shall be surrendered to Landlord upon the
termination of this Lease by lapse of time or otherwise; provided, however, this
clause shall not apply to movable equipment or furniture owned by Tenant.

         ARTICLE 11. REPAIRS BY TENANT. In the event that Tenant or Tenant's
agents, employees, invitees or visitors shall cause any damage or injury to the
Project, including but not limited to the Leased Premises, then Landlord may
make the necessary repairs or replacements at any time in the event of an
emergency, and, in the absence of an emergency, if Tenant has failed to make
such repairs within fifteen (15) days following written notice by Landlord to
Tenant specifying the repairs to be made, and Tenant shall repay all costs
thereof to Landlord on demand.

         ARTICLE 12. MECHANICS' LIENS. Tenant will not permit any mechanics',
laborers' or materialmen's liens to stand against the Leased Premises or the
Project for any labor or material furnished to or on account of Tenant or
claimed to have been so furnished in connection with any work performed or
claimed to have been performed in, on or about the Leased Premises.

         ARTICLE 13. SURRENDER OF PREMISES. Upon the expiration or termination
of the Term of this Lease, Tenant shall, at its expense (i) remove Tenant's
goods and effects and those of all persons claiming under Tenant, (ii) quit and
deliver up the Leased Premises to Landlord peaceably and quietly in as good
order and condition as the same were in on the date the Term of this Lease
commenced or were thereafter placed by Landlord, reasonable wear and tear
excepted, and (iii) at Landlord's request, restore the Leased Premises to
general office standards in existence at the date of execution of this Lease for
general application throughout the Building. Any property left in the Leased
Premises after expiration or termination of the Term of this Lease may be
disposed of by Landlord as Landlord deems expedient.

         ARTICLE 14. COMPLIANCE WITH ORDINANCES, RULES AND REGULATION. Tenant
agrees not to occupy or use, or permit any portion of the Leased Premises to be
occupied or used, for any business or purpose which is unlawful, disreputable,
or deemed to be hazardous,


                                       7
<PAGE>   11

or permit anything to be done which would in any way increase the rate of
casualty insurance coverage on the Building or its contents.

         Tenant agrees to comply with all laws, ordinances, orders, rules and
regulations (state, federal, municipal, or promulgated by other agencies or
bodies having any jurisdiction thereof) relating to the use and occupancy of the
Leased Premises. Tenant will comply with the rules of Landlord adopted by
Landlord from time to time for the safety, care and cleanliness of the Leased
Premises and the Building and for the preservation of good order therein, all of
which will be sent by Landlord to Tenant in writing and shall be thereafter
carried out and observed by Tenant.

         Landlord warrants and represents that (i) the construction of the
leasehold improvements for which Landlord is responsible hereunder, and of the
structure of which they are a part, will not violate any applicable laws,
ordinances, orders, rules or regulations of any state, federal, municipal, or
other governmental entity having jurisdiction over the Leased Premises in a
manner which materially affects Tenant's occupancy of the Leased Premises; or
that (ii) if such a violation occurs, Landlord shall take such actions as may be
necessary to achieve compliance within a reasonable period of time following
notice of such violation.

         ARTICLE 15. LANDLORD'S RIGHT OF ENTRY. Tenant agrees to permit
Landlord, or its agents or representatives, to enter into and upon any part of
the Leased Premises at all reasonable hours to inspect the same, clean, make
repairs, alterations or additions thereto or exhibit the Leased Premises to
prospective tenants, purchasers or others, or for other reasonable purposes as
Landlord may deem necessary or desirable, and Tenant shall not be entitled to
any abatement or reduction of Base Rent, Operating Cost Adjustment, Tenant's
Proportionate Share of Estimated Operating Cost or any other sums due under this
Lease by reason thereof. Landlord has the right to enter upon the Leased
Premises at any time in case of emergency.

         ARTICLE 16. NUISANCE. Tenant agrees to conduct its business and control
its agents, employees, invitees and visitors in such manner as not to create any
nuisance, or interfere with, annoy or disturb any other tenant or Landlord in
its operation of the Building. Tenant agrees that no overshoes, rubbers or mats
or objects of any sort will be placed in the elevator lobbies, corridors or
other public areas.

         ARTICLE 17. ASSIGNMENT OR SUBLEASE BY TENANT.

                  (a) Tenant shall not assign or in any manner transfer this
         Lease or any interest therein nor sublet the Leased Premises or any
         part or parts thereof, nor permit occupancy by anyone without the prior
         written consent of Landlord, which consent shall not be unreasonably
         withheld. In the event Tenant is a corporation or partnership, transfer
         of effective control of Tenant shall constitute an assignment under
         this Article 17. It shall not be deemed unreasonable for Landlord to
         withhold consent required by this Article 17 if Landlord determines
         that any of the following conditions are not satisfied:

                           (i)      The occupancy of the proposed assignee or
                                    subtenant ("Assignee") will be consistent
                                    with the character of the Building, and
                                    Assignee's use of the Leased Premises will
                                    be a use permitted under this Lease;


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<PAGE>   12

                           (ii)     Assignee is deemed creditworthy by Landlord,
                                    and evidences the ability to perform under
                                    the terms of the Lease;

                           (iii)    Assignee shall assume in writing the
                                    performance of the covenants and obligations
                                    of Tenant hereunder;

                           (iv)     Tenant shall promptly pay to Landlord as
                                    additional rent hereunder any rent or other
                                    payments pursuant to any sublease which
                                    exceed the amounts payable to Landlord
                                    hereunder, and any other consideration paid
                                    or to be paid by reason of any assignment of
                                    this Lease or any interest herein;

                           (v)      Such assignment or subletting is approved by
                                    any mortgagee of the Project which reserves
                                    such right unto mortgagee; and

                           (vi)     Such additional conditions as may reasonably
                                    be established by Landlord.

         In the event Tenant should desire to assign this Lease or sublet the
         Leased Premises or any part thereof, Tenant shall give Landlord written
         notice of such desire at least ninety (90) days in advance of the date
         on which Tenant desires to make such assignment or sublease. Landlord
         shall then have a period of thirty (30) days following receipt of such
         notice within which to notify Tenant in writing that Landlord elects to
         terminate this Lease as to the space so affected as of the date so
         specified by Tenant in which event Tenant will be relieved of all
         further obligations hereunder as to such space. If Landlord should fail
         to notify Tenant in writing of such election within said thirty (30)
         day period, Landlord shall be deemed to have elected not to terminate
         this Lease and Tenant shall not assign this Lease or sublet the Leased
         Premises or any part thereof without the prior consent of Landlord.
         Consent by Landlord to one or more assignments of this Lease or to one
         or more sublettings of the Leased Premises shall not operate as a
         waiver of Landlord's rights under this Article. No assignment or
         subletting shall release Tenant of any of its obligations under this
         Lease or be construed or taken as a waiver of any of Landlord's rights
         hereunder. The acceptance of rent from someone other than Tenant shall
         not be deemed to be a waiver of any of the provisions of this Lease or
         consent to any assignment or subletting of the Leased Premises.
         Landlord shall have the right to terminate this Lease in the event of
         Tenant's failure to comply with the terms of this Article.

                  (b) Neither this Lease nor any interest therein shall pass to
         any trustee or receiver in bankruptcy, or any assignee for the benefit
         of creditors, or by operation of law. This Lease shall terminate
         automatically upon the happening of any one of the events in this
         subparagraph (b).

         ARTICLE 18. SUBORDINATION TO MORTGAGE. Tenant covenants and agrees that
this Lease is subject and subordinate to any first mortgage or deed of trust
which may now or hereafter encumber the Building, and to all renewals,
modifications, consolidations, replacements and extensions thereof. This clause
shall be self-operative and no further



                                       9
<PAGE>   13

instrument of subordination need be requested by any mortgagee; provided,
however, that Tenant's obligation to subordinate its leasehold interest
hereunder to the lien of any, such first mortgage or deed of trust shall be
subject to the mortgagee or trustee thereunder agreeing that in the event of
foreclosure or assignment or deed in lieu of foreclosure thereof, said mortgagee
or trustee shall continue the rights of Tenant pursuant to this Lease and shall
not terminate or disturb Tenant's rights hereunder except in accordance with the
provisions hereof. In confirmation of such subordination, however, Tenant shall
at Landlord's request execute promptly any appropriate certificate instrument
or other document that Landlord may request. In the event of the enforcement by
the trustee, mortgagee or the beneficiary under any such mortgage or deed of
trust of the remedies provided for by law or by such mortgage or deed of trust,
Tenant will, upon request of any person or parties succeeding to the interest of
Landlord as a result of such enforcement, automatically become Tenant of such
successor interest without change in the terms of other provisions of this
Lease. Tenant shall execute and deliver any instrument or instruments confirming
the attornment herein provided for. Mortgagee will not be held liable for
Landlord's obligations prior to taking title.

         ARTICLE 19. ESTOPPEL CERTIFICATE. At Landlord's request, Tenant will
execute and deliver either an estoppel certificate addressed to the mortgagee,
assignee, or transferee of Landlord or any other agreement certifying as to
information required by such Mortgagee, assignee or transferee and agreeing to
such notice provisions and other matters as any mortgagee may reasonably require
in connection with Landlord's financing. If Tenant shall fail to respond within
ten (10) days of receipt by Tenant of a written request by Landlord as herein
provided, Tenant shall be deemed to have given such estoppel certificate as
above provided without modification and shall be deemed to have admitted the
accuracy of any information supplied by Landlord to any such mortgagee, assignee
or transferee, and that this Lease is in full force and effect, that there are
no uncured defaults in Landlord's performance under this Lease and that no more
than one month's rental has been paid in advance. In addition, in the event
Tenant shall refuse to execute and deliver any such certificate or agreement,
Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's
attorney-in-fact to execute and deliver any such certificate or agreement for
and on behalf of Tenant and any such mortgagee, assignee or transferee of
Landlord shall be entitled to rely upon any such certificate or agreement.

         ARTICLE 20. SIGNS AND GRAPHICS. Except with the prior written consent
of Landlord, Tenant shall permit no lettering, sign, advertisement, notice or
object and permit no such display on the windows or doors or on the outside of
the perimeter walls of the Leased Premises or so as to be visible through the
windows, glass walls or exterior doors of the Leased Premises; provided,
however, that Landlord's consent shall not be required with respect to signs and
graphics located in the elevator lobby or reception area of any floor of the
Building which Tenant leases in full. Any sign or lettering not approved by the
Landlord may be removed by it and the cost of such removal and the restoration
of the Leased Premises resulting therefrom shall be paid forthwith by Tenant.
Tenant shall be permitted such signs and graphics as set forth in Section 11 of
Exhibit C hereto.

         ARTICLE 21. ACCEPTANCE OF GOODS. Tenant hereby releases Landlord from
any and all liabilities resulting from or related to the acceptance by Landlord
of goods addressed to Tenant and delivered to the Building. Tenant authorizes
Landlord to accept and sign for such shipments as a convenience and a measure of
traffic control.


                                       10
<PAGE>   14


         ARTICLE 22. TENANT INSURANCE. Tenant agrees to procure and maintain a
policy or policies of liability insurance, at its own cost and expense, insuring
Landlord and Tenant from all claims, demands or actions for injury or death or
property damage in or about the Leased Premises in amounts which are from time
to time reasonably required by Landlord, but not less than One Million Dollars
($1,000,000) for injury or death sustained by one or more persons as a result of
any one occurrence and Five Hundred Thousand Dollars ($500,000) for damage to
property as a result of any one occurrence. Said insurance shall be in a form
and with an insurer reasonably acceptable to Landlord, shall not be subject to
cancellation except after at least twenty (20) days' prior written notice to
Landlord, and the policy or policies, or duly executed certificate or
certificates for the same, together with satisfactory evidence of the payment of
premium thereon, shall be deposited with Landlord at the commencement of the
term and upon any renewal of said insurance not less than thirty (30) days prior
to the expiration of the term of such coverage. Tenant shall also provide its
own fire and extended coverage insurance covering all Tenant's personal property
and removable trade fixtures.

         ARTICLE 23. LANDLORD'S COVENANTS. Landlord covenants and agrees as
follows:

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

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

                  (i)      Hot and cold water in the Leased Premises as well as
                           at those points of supply provided for general use of
                           other tenants in the Building, central heat and air
                           conditioning in season, at such times as Landlord
                           normally furnishes these services to other tenants in
                           the Building and at such temperatures and in such
                           amounts as are for the Building on weekdays and
                           Saturdays, exclusive of holidays (normal business
                           hours to mean 7:00 a.m. to 6:00 p.m. on weekdays, and
                           8:00 a.m. to 12:00 noon on Saturdays, exclusive of
                           holidays).

                  (ii)     Routine maintenance for all public areas and special
                           service areas of the Building in the manner and to
                           the extent deemed by Landlord to be standard.

                  (iii)    Passenger elevator service in common with others at
                           all times and elevator service for freight purposes
                           as scheduled by Landlord.

                  (iv)     Standard janitorial service Monday through Friday,
                           exclusive of holidays.

                  (v)      Electrical facilities to provide sufficient power for
                           typewriters and other office machines of similar low
                           electrical consumption, or for electronic data
                           processing equipment which does not consume in excess
                           of 6.5 watts per square foot of the Leased Premises
                           or require a voltage other than one hundred twenty
                           (120) volts single phase; and provided that if the
                           installation of said electrical equipment requires


                                       11
<PAGE>   15

                           additional air conditioning capacity above that
                           provided by the building standard system, then the
                           additional air conditioning installation and
                           operating costs will be the obligation of Tenant.

                  (vi)     Initial lamps, bulbs, starters and ballasts used in
                           the Leased Premises. Tenant agrees to reimburse
                           Landlord for the cost and expense (including labor)
                           of maintaining and replacing such lamps, bulbs,
                           starters and ballasts and such cost and expense shall
                           not be part of the Operating Cost.

                  (vii)    Security for the Building, as determined by Landlord,
                           including weekends, holidays and after normal working
                           hours during the week; provided, however, Landlord
                           shall not be liable to Tenant for injury to its
                           agents, employees, customers or invitees, or for
                           losses due to theft or burglary, or for damages done
                           by unauthorized persons in the Building.

                  (viii)   In the event Tenant desires any of the aforementioned
                           services in amounts in excess of those herein
                           provided, and in the event Landlord elects to provide
                           such additional quantities, Tenant shall pay to
                           Landlord as additional rent hereunder the cost of
                           providing such additional services.

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

                  (c) To furnish Tenant with twenty-five (25) keys for the
         corridor door entering the Leased Premises, and additional keys at a
         charge of $2.00 each by Landlord on an order signed by Tenant. All such
         keys shall remain the property of Landlord. No additional locks shall
         be allowed on any door of the Leased Premises without Landlord's
         written permission, and Tenant shall not make, or permit to be made,
         any duplicate keys, except those furnished by Landlord. Upon
         termination of this Lease, Tenant shall surrender to Landlord all keys
         to the Leased Premises, and give to Landlord the combination of all
         locks for safes, safe cabinets and vault doors, if any, in the Leased
         Premises.

                  (d) That Tenant shall, and may peacefully have, hold and enjoy
         the Leased Premises, subject to the other terms hereof, provided that
         Tenant pays the rent herein


                                       12
<PAGE>   16

         recited and performs all of Tenant's covenants and agreements herein
         contained. It is understood and agreed that this covenant and any and
         all other covenants of Landlord contained in this Lease shall be
         binding upon Landlord and its successors or assigns only with respect
         to breaches occurring during its and their respective ownerships of the
         Landlord's interest hereunder.

                  (e) Landlord shall not be chargeable with, liable for, or
         responsible to Tenant for anything or in any amount for any failure to
         perform or delay caused by fire, earthquake, explosion, flood,
         hurricane, the elements, acts of God or the public enemy, action,
         restrictions, limitations, or interference of governmental authorities
         or agents, war, invasion, insurrection, rebellion, riots, strikes or
         blockouts or any other cause whether similar or dissimilar to the
         foregoing which is beyond the reasonable control of Landlord and any
         such failure or delay due to said causes or any of them shall not be
         deemed a breach of or default in the performance of this Lease.

         ARTICLE 24. ASSIGNMENT BY LANDLORD; LANDLORD'S LIABILITY. Landlord
shall have the right to sell, convey, transfer and assign, in whole or in part,
all of its rights and obligations hereunder and in the Project and the property
referred to herein. Tenant agrees to attorn to such transferee. In the event of
any such transfer or conveyance by Landlord of its interest, Landlord shall be
automatically relieved of all liability and obligations accruing or to be
performed from and after the date of the transfer or conveyance, and the
successor Landlord shall only have liabilities and obligations accruing or to be
performed from and after the date it succeeds to the Landlord's position.

         Tenant specifically agrees to look solely to Landlord's then equity
interest in the Project at the time owned, for recovery of any judgment from
Landlord; it being specifically agreed that Landlord (original or successor]
shall never be personally liable for any such judgment, or for the payment of
any monetary obligation to Tenant; provided, however, that nothing contained in
this paragraph shall preclude Tenant from holding the Landlord personally liable
for actions occurring prior to Landlord's transfer of the Project if Landlord
thereafter transfers or conveys its interest in the Project.

         ARTICLE 25. CONDEMNATION. If the Leased Premises shall be taken or
condemned for any public purpose, or purchased under threat of such taking, to
such an extent as to render, in Landlord's reasonable judgment, the Leased
Premises untenantable, this Lease shall, at the option of either party,
forthwith cease and terminate. All proceeds from any taking or condemnation of
the Leased Premises shall belong exclusively to and be paid to Landlord. Nothing
herein shall give Landlord any interest in, or preclude Tenant from seeking and
recovering on its own account from the condemning authority, any separate award
or compensation attributable to Tenant's moving and relocation expenses.

         ARTICLE 26. DAMAGE TO BUILDING. If the Building is damaged or destroyed
by fire or other casualty, Landlord shall have the right to terminate this Lease
provided it gives written notice thereof to Tenant within forty (40) days after
such damage or destruction. If a portion of the Leased Premises is damaged by
fire or other casualty and this Lease is not thereby terminated, Landlord shall,
at its expense, restore the Leased Premises to as near the condition which
existed prior to such damage or destruction as reasonably possible, and rent
shall abate


                                       13
<PAGE>   17

during such time as the Leased Premises are untenantable, in the proportion that
the untenantable portion of the Leased Premises bears to the entire Leased
Premises. Landlord shall not be responsible to Tenant for damage to, or
destruction of, Tenant's fixtures, furniture, furnishings, floor coverings,
equipment, improvements or other changes made by Tenant in, on or about the
Leased Premises regardless of the cause of damage or destruction except that
Landlord on behalf of Tenant, and at Landlord's expense, shall promptly restore
Tenant Improvements to as near the condition which existed on the Commencement
of the Term of this Lease as reasonably possible. Landlord shall have the
exclusive right to all insurance proceeds relating to said Tenant Improvements.

         ARTICLE 27. HOLDING OVER. In the event of holding over by Tenant after
expiration or termination of this Lease without written consent of Landlord,
Tenant shall pay as liquidated damages twice the Annual Gross Rent which Tenant
was obligated to pay for the month immediately preceding the end of the term of
this Lease plus additional rent for each month or any part thereof in any such
holdover period. No holding over by Tenant after the term of this Lease shall
operate to extend the lease terms. In the event of any unauthorized holding
over, Tenant shall indemnify Landlord against all claims for damages by any
other tenant to whom Landlord may have leased all or any part of the Leased
Premises covered hereby effective upon the termination of this Lease. Any
holding over with the consent of Landlord in writing shall thereafter constitute
this Lease a lease from month to month.

         ARTICLE 28. ATTORNEY FEES AND COURT COSTS. In the event that Landlord
places the enforcement of this Lease, or any part hereof, or the collection of
any rent due or to become due hereunder, or recovery of the possession of the
Leased Premises in the hands of an attorney, or files suit upon the same, then
Tenant shall pay Landlord's reasonable attorneys' fees and court costs if
Landlord prevails in such action. If Tenant prevails in any action instituted by
it or by Landlord in connection with this Lease, then Landlord shall pay
Tenant's reasonable attorneys' fees and court costs.

         ARTICLE 29. DEFAULT BY TENANT. If default be made in the payment of any
sum to be paid by Tenant under this Lease, and default shall continue for seven
(7) days, or default shall be made in the performance of any of the other
covenants or conditions which Tenant is required to observe and to perform, and
such default shall continue for twenty (20) days, or if the interest of Tenant
under this Lease shall be levied on under execution or other legal process, or
if any petition shall be filed by or against Tenant to declare Tenant a bankrupt
or to delay, reduce or modify Tenant's debts or obligations, or if any petition
shall be filed or other action taken to reorganize or modify Tenant's capital
structure if Tenant be a corporation or other entity, or if Tenant be ;declared
insolvent according to law, or if any assignment of Tenant's property shall be
made for the benefit of creditors, or if a receiver or trustee is appointed for
Tenant or its property, or if Tenant shall vacate or abandon the Leased Premises
during the term of this Lease or any renewals or extensions thereof, then
Landlord may treat the occurrence of any one or more of the foregoing events as
a breach of this Lease (provided that no such levy, execution, legal process or
petition filed against Tenant shall constitute a breach of this Lease if Tenant
shall vigorously contest the same by appropriate proceedings and shall remove or
vacate the same within sixty (60) days from the date of its creation, service or
filing) and thereupon, at Landlord's option, Landlord may have any one or more
of the following described remedies in addition to all other rights and remedies
provided at law or in equity:



                                       14
<PAGE>   18

                  (a) Landlord may terminate this Lease and forthwith repossess
         the Leased Premises and remove all persons or property therefrom, and
         be entitled to recover forthwith as damages a sum of money equal to the
         total of (i) the cost of recovering the Leased Premises, (ii) the
         unpaid Annual Gross Rent owed at the time of termination, plus interest
         thereon from due date at the maximum rate permitted by law, (iii) the
         balance of the Annual Gross Rent for the remainder of the Term of the
         Lease less the fair market rental value of the Leased Premises for said
         period and (iv) any other sum of money, late charges and damages owed
         by Tenant to Landlord; or

                  (b) Landlord may terminate Tenant's right of possession (with
         or without terminating the Lease) and may repossess the Leased Premises
         without demand or notice of any kind to Tenant and without terminating
         this Lease, in which event Landlord may, but shall be under no
         obligation to do so, relet the same for the account of Tenant for such
         rent and upon such terms as shall be satisfactory to Landlord. For the
         purpose of such reletting, Landlord is authorized to restore the Leased
         Premises to building standard, and (i) if Landlord shall fail or refuse
         to relet the Leased Premises, or (ii) if the same are relet and a
         sufficient sum shall not be realized from such reletting after paying
         the unpaid Annual Gross Rent due hereunder earned but unpaid at the
         time of reletting plus interest thereon at the maximum rate permitted
         by applicable law, the cost of recovering possession, and all of the
         costs and expenses of decorations, repairs, changes, alterations and
         additions by Landlord and expense of such reletting and of the
         collection of the rent accruing therefrom, to satisfy the rent provided
         for in this Lease to be paid, then Tenant shall pay to Landlord as
         damages a sum equal to the amount of the rent reserved in this Lease
         for such period or periods, if the Leased Premises have been relet,
         Tenant shall satisfy and pay any such deficiency upon demand therefrom
         from time to time, and Tenant agrees that Landlord may file suit to
         recover any sums falling due under the terms of this Article from time
         to time on one or more occasions without Landlord being obligated to
         wait until expiration of the term of this Lease; such reletting shall
         not be construed as an election on the part of Landlord to terminate
         this Lease unless a written notice of such intention be given to Tenant
         by Landlord. Notwithstanding any such reletting without termination,
         Landlord may at any time thereafter elect to terminate this Lease for
         such previous breach.

                  Failure of Landlord to declare any default immediately upon
         occurrence thereof, or delay in taking any action in connection
         therewith, shall not waive such default, but Landlord shall have the
         right to declare any such default at any time thereafter.

                  If Tenant defaults in the observance or performance of any of
         Tenant's covenants, agreements or obligations hereunder, Landlord may,
         but without obligation, and without limiting any other remedies which
         it may have by reason of such default, cure the default, charge the
         costs thereof to Tenant, and Tenant shall pay the same as additional
         rent forthwith upon demand, together with interest thereon at the rate
         specified in Article 5 hereof.

         ARTICLE 30. INDEMNITY. Landlord and its representatives shall not be
liable to Tenant or to Tenant's agents, servants, employees, customers or
invitees for any damage to person or property caused by any act, omission or
neglect of Tenant, and Tenant agrees to


                                       15
<PAGE>   19

indemnify, defend and hold harmless Landlord from all claims for any such
damage. Tenant shall not be liable to Landlord, or to Landlord's agents,
servants, employees, customers or invitees, for any damage to person or property
caused by the negligence or willful misconduct of Landlord.

         ARTICLE 31. WAIVER OF SUBROGATION. Anything in this Lease to the
contrary notwithstanding, Landlord and Tenant each hereby waives any and all
rights of recovery, claim, action or cause of action, against the other, its
agents (including partners, both general and limited), officers, directors,
shareholders or employees, for any loss or damage that may occur to the Leased
Premises, or any improvements thereto, or said Building of which the Leased
Premises are a part, or any improvements thereto, or any property of such party
therein, by reason of fire, the elements, or any other cause which could be
insured against under the terms of standard fire and extended coverage insurance
policies, regardless of cause or origin, including negligence of the other party
hereto, its agents, officers or employees, and covenants that no insurer shall
hold any right of subrogation against such other party. Each party shall cause
each insurance policy obtained by it to provide that the insurance waives all
right of recovery by way of subrogation against either party in connection with
any damage covered by any policy.

         ARTICLE 32. SEVERABILITY. If any term or provision of this Lease, or
the application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and enforceable to the extent permitted by law.

         ARTICLE 33. WAIVER OF COVENANTS. A failure of Landlord to insist in any
one or more instances upon strict performance of any term, covenant or condition
of this Lease or to exercise any option herein contained, shall not be construed
as a waiver or a relinquishment for the future of such term, covenant, condition
or option, but the same shall continue and remain in full force and effect. The
receipt by Landlord of rents with knowledge of a breach in any of the terms,
covenants or conditions of this Lease to be kept and performed by Tenant shall
not be deemed a waiver of such breach, and Landlord shall not be deemed to have
waived any provision of this Lease until expressed in writing and signed by
Landlord; nor shall the acceptance of any check by Landlord, regardless of the
amount, be deemed to be an accord and satisfaction of the obligation allegedly
paid thereby.

         ARTICLE 34. [Intentionally Deleted.]

         ARTICLE 35. NOTICES. All notices, demands, consents and approvals which
may or are required to be given by either party to the other hereunder shall be
in writing and shall be deemed to have been fully given when delivered
personally to a principal, officer or partner of such party, or when deposited
in the United States mail, certified or registered, return receipt requested,
postage prepaid, and addressed to the party to be notified at the address for
such party specified in this Lease, or to such other place as the party to be
notified may from time to time designate by at least fifteen (15) days' notice
to the notifying party. Tenant hereby appoints as its agent to receive the
service of all dispossessory or distraint proceedings and notices thereunder the
person in charge of or occupying the Leased Premises at the time, and, if no

                                       16
<PAGE>   20

person shall be in charge of or occupying the same, then such service may be
made by attaching the same on the main entrance of the Leased Premises.

         ARTICLE 36. MISCELLANEOUS.

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

                  (b) Neither Tenant nor any other person having an interest in
         the possession, use, occupancy or utilization of the Leased Premises
         shall enter into any lease, sublease, license, concession or other
         agreement for use, occupancy or utilization of space in the Leased
         Premises which provides for rental or other payment based in whole or
         in part on the net income or profits derived by any person from the
         portion of the Leased Premises leased, used, occupied or utilized
         (other than an amount based on a fixed percentage or percentages of
         receipts or sales). Any such purported lease, sublease, license,
         concession or other agreement in violation of the terms of this
         paragraph shall be absolutely void and ineffective as a conveyance of
         any right or interest in the Leased Premises, or any part thereof.

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

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

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

                  (f) The submission of this document for examination and
         negotiation does not constitute an offer to lease, or a reservation of,
         or option for, the Leased Premises and this document becomes effective
         and binding only upon the execution and delivery hereof by Landlord and
         Tenant. All negotiations, considerations, representations and
         understandings between Landlord and Tenant are incorporated herein and
         may be modified or altered only by agreement in writing between
         Landlord and Tenant, and no act or omission of any employee or agent of
         Landlord or of Landlord's broker shall alter, change or modify any of
         the provisions hereof. Further, if Landlord or any successors in
         interest shall be an individual, joint venture, tenancy in common, firm
         or partnership, general or limited, there shall be no personal
         liability on such individual or on the members of such joint venture,
         tenancy in common, firm or partnership or on such joint venture,
         tenancy in common, firm or partnership, in respect to any of the
         covenants or conditions of this Lease, and in the event of any default
         or breach by Landlord with respect to any of the terms, covenants and
         conditions of this Lease to be observed,


                                       17
<PAGE>   21

         honored or performed by Landlord, Tenant shall look solely to the
         estate and property of Landlord in the Project for the collection of
         any judgment (or any other judicial procedures requiring the payment of
         money by Landlord) and no other property or assets of Landlord shall be
         subject to levy, execution or other procedures for satisfaction of
         Tenant's remedies.

                  (g) Landlord fully intends to proceed with plans to construct
         the Building, and shall use its best efforts to obtain financing
         therefor and to construct the Building; provided, however, that if
         Landlord is unable to construct the Building as planned, this Lease
         shall terminate upon notice by Landlord, and neither party shall have
         any further responsibilities or any liability to the other hereunder;
         and, provided further, that if Landlord has not obtained a commitment
         for financing for the Project on or before April 1, 1987, Landlord and
         Tenant shall each have the right to terminate this Lease by written
         notice to the other, and upon such termination neither party shall have
         any further responsibilities or any liability to the other hereunder.

         IN TESTIMONY, Landlord and Tenant, respectively, have duly signed and
sealed these presents the day and year first above written.



LAWSON ASSOCIATES, INC.                      THE CHUTE COMPANY


By  /s/ Richard S. Greig                      By  /s/ Zach H. Chute
    ------------------------------                ------------------------------
Its VP/Controller                             Its President
    ------------------------------                ------------------------------
                            TENANT                                      LANDLORD


ADDRESS:                                      ADDRESS:

2021 East Hennepin Avenue                     3433 Broadway Street N.E.
Minneapolis, Minnesota  55413                 Suite 401
                                              Minneapolis, Minnesota  55413


                                       18