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                                                                    Exhibit 10.7


                             LAWSON ASSOCIATES, INC.

                                 AMENDMENT NO. 1
                                       TO
                           WARRANT PURCHASE AGREEMENT


         This Amendment No. 1 is made as of December 19, 2000, by and between
Lawson Associates, Inc. a Minnesota corporation (the "Company"), and Hewlett
Packard Company, a Delaware corporation (the "Investor").

         The Company has issued and sold a stock purchase warrant (the
"Warrant") for the purchase of up to 750,000 shares (the "Warrant Shares") of
Common Stock, par value $0.01 per share of the Company (the "Common Stock")
(after giving effect to a 3-for-1 stock split of the Common Stock effective
March 13, 2000 (the "Stock Split") the number of Warrant Shares was 2,250,000)
to the Investor pursuant to a Warrant Purchase Agreement, dated as of January
28, 2000 (the "Warrant Purchase Agreement").

         The Company issued and sold the Warrant to the Investor in exchange for
the execution and delivery of the Strategic Alliance Agreement, dated as of
January 28, 2000, between the Company and Investor (the "Strategic Alliance
Agreement") and the mutual promises and covenants therein.

         The Company and the Investor desire to modify certain terms of the
Warrant Purchase Agreement and resolve any issues in connection with the
Strategic Alliance Agreement.

         In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree as follows:

                                   SECTION 1.

         1.1 Adjustment of Warrant. The Investor and the Company agree to
execute and deliver an Amendment No. 1 to the Warrant (the "Warrant Amendment"),
of even date herewith which shall adjust the number of shares of Common Stock
issuable upon exercise of the Stock Purchase Warrant to 900,000 shares from
2,250,000 shares, after giving effect to the Stock Split.

                                   SECTION 2.

                         Representations of the Company

         The Company hereby represents to the Investor as follows:

         2.1 Organization and Standing. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Minnesota. The Company has all requisite corporate power to own and operate its
properties and assets, and to carry on its business as presently conducted and
as proposed to be conducted.


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         2.2 Corporate Power. The Company has all requisite legal and corporate
power to execute and deliver this Amendment No. 1 and the Warrant Amendment and
to carry out and perform its obligations under the terms of this Amendment No. 1
and the Warrant Amendment.

         2.3 Authorization. All corporate action on the part of the Company, its
directors and shareholders necessary for the execution and delivery of this
Amendment No. 1 and the Warrant Amendment the performance of the Company's
obligations hereunder and thereunder has been taken.

         This Amendment No. 1 and the Warrant Amendment are valid and binding
obligations of the Company, enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and subject to general equity principles and to
limitations on the availability of equitable relief, including specific
performance.

         2.4 No Conflict with Other Instruments; Compliance with Laws. The
execution, delivery and performance of this Amendment No. 1 and the Warrant
Amendment will not result in any violation of, be in conflict with, or
constitute a default under, with or without the passage of time or the giving of
notice: (i) any provision of the Company's Articles of Incorporation or Bylaws;
(ii) any provision of any judgment, decree or order to which the Company is a
party or by which it is bound; (iii) any material contract, obligation or
commitment to which the Company is a party or by which it is bound; or (iv) to
the Company's knowledge, any statute, rule or governmental regulation applicable
to the Company.

                                   SECTION 3.

                           Investment Representations

         The Investor hereby represents and warrants to the Company as follows:

         3.1 Authorization. The Investor has all the requisite power and is duly
authorized to execute and deliver this Amendment No. 1 and Warrant Amendment and
has taken all necessary action to consummate the transactions contemplated
hereby and thereby. This Amendment No. 1 and Warrant Amendment have been duly
executed and delivered by the Investor and constitute valid and binding
obligations of the Investor, enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and subject to general equity principles and to
limitations on the availability of equitable relief, including specific
performance.

         3.2 Investment. The Investor understands and acknowledges that the
Company may, at any time and from time to time, engage in one or more
transactions to increase shareholder value, including, without limitation, an
initial public offering of the Common Stock.

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                                   SECTION 4.

                                  Miscellaneous

         4.1 Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of Minnesota without regard
to that body of law known as Conflict of Laws.

         4.2 Survival. The representations, warranties, covenants and agreements
made by the parties herein shall survive any investigation made by the Investor
or the Company and shall survive the closing of the transactions contemplated
hereby.

         4.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.

         4.4 Entire Agreement; Amendment. Except as modified by this Amendment
No. 1, the Warrant Purchase Agreement shall remain in full force and effect.
This Amendment No. 1, the Warrant Amendment, the Warrant Purchase Agreement and
the Stock Purchase Warrant and the other documents delivered pursuant thereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof. Any term of this Amendment No. 1
may be amended and the observance of any term of this Amendment No. 1 may be
waived (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Investor.

         4.5 Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

         4.6 Severability. In the case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         The foregoing Amendment No. 1 is hereby executed as of the date first
above written.



                               LAWSON ASSOCIATES, INC.


                               By: /s/ Jay Coughlan
                                   ---------------------------------------------
                               Its:  President


                               HEWLETT PACKARD COMPANY


                               By:  /s/ Dave Logan
                                   ---------------------------------------------
                               Its: VP Corporate Development


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