EXHIBIT 10.43
                                                                  

                                      LEASE


This Lease is entered into as of May 5, 1998,  between MEPC AMERICAN  PROPERTIES
INC., a Delaware  corporation  ("Lessor")  and HEALTH RISK  MANAGEMENT,  INC., a
Minnesota corporation ("Tenant").

1.  Definitions.  In this Lease:

         (a)      "Building" means the office/warehouse  building commonly known
                  as the Hampshire Avenue Technology  Center  ("Building") to be
                  located  in the  City of  Bloomington,  Minnesota,  containing
                  approximately  142,526  Square Feet of space,  as shown in the
                  drawing attached to this Lease as Exhibit A.

         (b)      "Premises"  means the entire  Building,  the Land on which the
                  Building  is situated  and the  driveways,  parking  areas and
                  other  improvements on the Land.  There are no common areas on
                  the Land or in the Building.

         (c)      "Term" means the period beginning on the Commencement Date and
                  ending on the last day of the calendar month in which the date
                  occurs  which is six years  after the date on which  Lessor no
                  longer has any obligation for Holdover Rent under Section 2 of
                  this Lease.

         (d)      "Commencement Date" means October 1, 1998.

         (e)      "Lease  Year"  means  a  period  of  12   consecutive   months
                  commencing  on the first day of the  first  full  month of the
                  Term and each 12-month period thereafter during the Term.

         (f)      "Monthly Base Rent" means the following amounts:

                  Lease Year                         Monthly Base Rent

                  1 through 6                            $115,209.00

                  7 through 11                           $127,680.00

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         (g)      "Costs" means the estimated monthly Tax Costs for the Premises
                  plus the estimated monthly Operating Costs for the Premises.

         (h)      "Monthly  Rent" means the Monthly  Base Rent plus the Tenant's
                  Share of the Costs for the Premises.

         (i)      "Tenant's Share" means 100% with respect to the Premises.

         (j)      "Operating  Costs"  means  all  costs,  charges  and  expenses
                  incurred by Lessor in connection  with  ownership,  operation,
                  security,  management,  maintenance  and  repair  (but not the
                  initial  construction/installation) of the Land, the Building,
                  other improvements (exclusive of other buildings on the Land),
                  appurtenances to the Building, parking, roadways, landscaping,
                  lighting,   sidewalks,   interior  and  exterior  maintenance,
                  insurance,  heating, cooling,  utilities,  (except those which
                  are  separately  metered  and  paid  for by  Tenant),  fees or
                  expenses  for  management  by Lessor or another  party (not to
                  exceed 4% of the sum of the annual Base Rent,  plus Tax Costs,
                  plus Operating  Costs other than  management  fees),  costs of
                  capital  improvements  made  to  reduce  Operating  Costs,  or
                  required under any  governmental  law or regulation  which was
                  not  applicable  to the  Premises at the time the Building was
                  constructed,  and costs of repairs  made to extend the life of
                  the  Building  and  other   improvements  (but  in  each  case
                  amortized over the useful life of the  improvements or repairs
                  of a capital  nature).  Operating  Costs will not  include the
                  items listed on the attached Exhibit E.

         (k)      "Tax Costs" means all real estate taxes, levies,  charges, and
                  installments  of special  assessments  including  interest  on
                  deferred assessments (provided the same are amortized over the
                  longest  period of time available to Lessor and are not solely
                  and directly  attributable  to  construction  of the Premises)
                  assessed,  levied or imposed on, or allocated to, the Premises
                  and all attorneys' fees, consultants fees, witness fees, court
                  costs and other  expenses  of  Lessor in  connection  with any
                  proceeding to contest  these amounts with Lessor's  reasonable
                  expectation  that Tax Costs,  including such costs of contest,
                  will be reduced as a result of such contest.

         (l)      "Square Feet" means the number of square feet  calculated from
                  dimensional  architect's  drawings by measuring to the outside
                  surface of exterior walls.

         (m)      "Lease" means this Lease, all Exhibits attached to this Lease,
                  and  all  properly  executed  amendments,   modifications  and
                  supplements to this Lease.

         (n)      "Section" means a section of this Lease.

         (o)      "Exhibit" means an Exhibit attached to and thereby made a part
                  of this Lease.
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         (p)      "Land" means all of the land described on Exhibit B.

         (q)      "Taking" means  acquisition by a public  authority  having the
                  power of eminent domain of all or part of the Land or Building
                  by condemnation or conveyance in lieu of condemnation.

         (r)      "Casualty" means a fire, explosion, tornado, or other cause of
                  damage to or destruction of the Building.

         (s)      "Tenant  Improvements" means improvements to be constructed by
                  Lessor in the Premises as defined in Section 36.

         (t)      "Tenant's Work" means all improvements,  alterations, fixtures
                  and  equipment  other than the Tenant  Improvements  which are
                  constructed  or installed  in addition to Tenant  Improvements
                  for Tenant's  use and  occupancy of the Premises or desired by
                  Tenant in addition to the Tenant  Improvements to complete the
                  Premises for occupancy.

2.       Premises and Construction.

Lessor  leases the  Premises  to Tenant,  and Tenant  leases the  Premises  from
Lessor, for the Term, under the terms and conditions of this Lease.

Lessor shall do everything reasonably within Lessor's control to assure that the
Tenant  Improvements  are  substantially  completed not later than September 15,
1998 so that  Tenant will be able to commence  moving from its  existing  leased
space on September 15, 1998 and commence  doing business from the Premises on or
before October 1, 1998.  Lessor agrees that if the Tenant  Improvements  are not
substantially  completed by September 15, 1998, as extended by the length of any
delays caused by Tenant, and if Tenant as a result is not able to commence doing
business  from the  Premises  on or before  October 1, 1998,  as extended by the
length of any delays  caused by Tenant,  Lessor shall pay to Tenant with respect
to the period  after  October 1, 1998,  as  extended by the length of any delays
caused by Tenant, the actual rent per day  (cumulatively,  "Holdover Rent") then
being charged to Tenant at its existing  facility for each day such  substantial
completion is delayed after September 15, 1998, as so extended by Tenant delays.

At such time as Lessor delivers the Premises to Tenant with the Building and the
Tenant Improvements  therein  substantially  completed,  Lessor and Tenant shall
jointly  inspect  the  Premises,  including  the  Building to  determine  if the
Building and Tenant  Improvements  and the  driveways  and parking  areas on the
Premises are in the condition required by the Lease.
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If the  Premises  are not in the  condition  required  by the Lease,  Tenant may
conditionally  accept the Premises  using the  following  procedure:  Lessor and
Tenant shall negotiate in good faith and mutually agree upon (i) the items which
Lessor must complete or correct in order to bring the Premises  into  compliance
with the Lease and (ii) the time  period  within  which  each said item is to be
completed  (each of which dates  shall be referred to as the "Agreed  Completion
Date" for that item. Such items shall be enumerated on a list (the  "Punchlist")
to be attached to a conditional  acceptance  letter to be prepared by Tenant and
delivered to Lessor.  The  Punchlist may be updated by Tenant for a period of 30
days thereafter;  provided,  however,  that cosmetic defects may be added to the
Punchlist only if Tenant is able to demonstrate  that such defects existed prior
to the date of creation of the initial Punchlist.  If the items on the Punchlist
are not  completed  according to the  provisions of the Punchlist on or prior to
the Agreed  Completion  Date for each said item,  Lessor  shall  continue  to be
obligated  to  complete  each  said  item in  accordance  with the  terms of the
Punchlist and  conditional  acceptance  letter,  but Tenant shall be entitled to
give Lessor written notice of non-compliance,  and in the event that Lessor does
not complete the incomplete or improperly  completed within 15 days after notice
thereof from Tenant,  then Tenant shall have the right to complete that item and
charge Lessor with the out-of-pocket cost thereof.  Tenant reserves the right to
object to latent defects in the Building or other improvements on the Premises.

Within 60 days after the  Commencement  Date,  Lessor and Tenant will execute an
agreement  supplementing  this Lease setting forth the actual  Commencement Date
and expiration date of the Term.

3.  Rent.

Tenant will pay the Monthly Rent to Lessor at P.O. Box 73547, Chicago,  Illinois
60673-7547, or such other place as Lessor may designate, in advance on the first
day of each month during the Term,  without  demand,  deduction  or setoff.  The
Monthly Rent may change as the Costs are adjusted  annually under Sections 4 and
5. Monthly Rent will begin on October 1, 1998.

Monthly Rent or other amounts payable by Tenant to Lessor under this Lease which
are not paid within 10 days after the date due will bear  interest from the date
due to the  date  paid at the  rate  of 12% per  annum  or the  maximum  rate of
interest  permitted by law,  whichever is less, and the interest will be paid to
Lessor on demand. In addition,  Tenant will pay Lessor a $100 service charge for
all Monthly  Rent not paid by the 10th day of the month for which it is payable,
which  service  charge  is to  partially  cover  expense  involved  in  handling
delinquent payments.

The interest and service charge  provisions of the preceding  paragraph shall be
deemed  waived as to any one such late  payment in any period of 12  consecutive
calendar months.

All amounts to be paid by Tenant to Lessor under this Lease will be deemed to be
additional rent for purposes of payment and collection.
<PAGE>

If any taxes,  special  assessments,  fees or other charges are imposed  against
Lessor by any  governmental  unit or agency with  respect to rentals  under this
Lease, Tenant will pay these amounts to Lessor when due, except that Tenant will
have no obligation to pay any income tax on rentals unless the tax is imposed in
lieu of real estate taxes.

4.  Cost Adjustments.

The initial Monthly Rent will be based in part on the estimated  Operating Costs
for the Premises. Prior to the first day of each calendar year after the date of
this Lease,  or as soon as reasonably  possible after the first day of the year,
Lessor will furnish  Tenant with an estimate of the  Operating  Costs if greater
than the initial  Operating  Costs,  and the Monthly  Rent will be  increased or
decreased  by 1/12th of  Tenant's  Share of the  difference  between the initial
estimate of the Operating Costs for the Premises and the then current estimate.

Within 120 days after the end of each calendar year, including the year in which
the Term  expires,  Lessor will give Tenant a statement of the actual  Operating
Costs for that  calendar  year  with  respect  to the  Premises.  If the  actual
Operating  Costs with respect to the  Premises  exceed the  estimated  Operating
Costs for that  year,  Tenant  will pay  Tenant's  Share of the excess to Lessor
within 20 days after receiving the statement.  If the actual Operating Costs are
less than the estimated  Operating Costs for that year, Lessor will pay Tenant's
Share of the  difference to Tenant with the  statement.  If Tenant does not give
Lessor written notice within one year after  receiving  Lessor's  statement that
Tenant  disagrees  with the  statement  and  specifying  the amounts in dispute,
Tenant will be deemed to have waived the right to contest the statement.

Within 90 days after receiving Lessor's statement of Operating Costs, Tenant may
request the right to review Lessor's records relating to Operating Costs,  which
will then be made  available  to Tenant  for  review.  If the  records  are made
available to Tenant,  Tenant will give Lessor  notice of any  objections  to the
Statement  of Operating  Costs within the later of (i) one year after  receiving
Lessor's  statement,  and (ii) 180 days after the records are made  available to
Tenant,  or Tenant may request an audit of the Operating Costs by an independent
certified public accountant chosen by Lessor from a list of not fewer than three
submitted by Tenant in conjunction with the request. If Lessor does not make the
choice  within 15 days,  Tenant may do so. The auditor  will be given  access to
those records of Lessor  pertaining to Operating  Costs for the year in question
as well as an Operating Cost history for the prior three years. The auditor will
report to the  parties  within 30 days  after  being  chosen.  The report of the
auditor  will be final and binding on both  parties  with respect to the year in
question  unless  Lessor  disputes the audit by notice to Tenant  within 15 days
after  receiving  the report.  If the report is disputed by Lessor,  the parties
will  select a  mutually  acceptable  auditor  to  review  the  report,  and the
determination  of the mutually  acceptable  reviewing  auditor will be final and
binding on both parties. If the actual Operating Costs differ from those charged
to Tenant, payments required to make adjustments in rent to conform to the final
report  shall be made  within 30 days  after  receipt of the final  report.  All
expenses of the audit shall be borne by Tenant  unless such audit,  or the final
determination by the reviewing  auditor if Tenant's audit is disputed by Lessor,

<PAGE>

discloses an  overstatement  of Operating Costs of 5% or more, in which case all
reasonable  expenses of Tenant's audit and of the reviewing  auditor resolving a
disputed audit will be borne by Lessor.

If Tenant's  audit is disputed by Lessor and the  reviewing  auditor  determines
that no adjustment  is required,  Tenant will pay all costs of its audit and all
costs of the reviewing  auditor.  If the final  resolution  of a disputed  audit
requires an adjustment in favor of Tenant,  but the  adjustment is less than 5%,
Tenant will pay the cost of the initial audit,  and each party will pay one-half
of  the  costs  of  the  reviewing  auditor.  In  any  case  of  overpayment  or
underpayment, payment of Operating Costs will be adjusted accordingly.

Each year during the Term Tenant shall pay Lessor,  as additional  rent, the Tax
Costs for the  Premises in two equal  installments  not later than two (2) weeks
prior to the time each  installment  of real  estate  taxes is due to the taxing
authority.  Presently  this would require Tenant to pay the first one-half (1/2)
real estate tax installment on May 1st and the second one-half (1/2) real estate
tax  installment on October 1st. The real estate taxes payable for a year during
which the Term was in effect for only a portion of that year shall be  pro-rated
on a calendar basis and Tenant shall be responsible only for that portion of the
taxes  allocable  to the  period  of the  Term.  The Land  and the  improvements
comprise a single tax parcel for real estate tax purposes.

Tenant  will file no  petition  in Tax  Court  regarding  the Tax Costs  without
Lessor's  prior  written  consent,  which  consent  shall  not  be  unreasonably
withheld. If Lessor contests Tax Costs payable during the term of this Lease and
receives a refund or incurs  additional Tax Costs after  adjustments  for actual
Tax Costs have been made, the actual Tax Costs will be corrected accordingly and
the appropriate  adjustment will be made between Lessor and Tenant regardless of
whether the term of this Lease has expired.  The portion of Tax Costs to be paid
by Tenant for the years in which the Term  begins and ends will be  prorated  by
multiplying  the actual Tax Costs by a fraction,  the  numerator of which is the
number of days of that year in the Term and the denominator of which is 365.

5.  Cost Computations and Allocations.

The  parties  acknowledge  that Lessor  owns and /or  manages  other  commercial
buildings in the  Minneapolis  metropolitan  area and that some of the Operating
Costs  attributable  to the  Premises  may be  incurred by Lessor as a result of
master contracts with vendors that service the Building and such other buildings
owned or managed by Lessor. Lessor will in its reasonable discretion,  determine
from time to time,  the  method of  computing  and  allocating  Operating  Costs
between  the  Premises  and other  buildings  owned or  managed by Lessor in the
Minneapolis  metropolitan  area  according to standards and methods  customarily
applied in the Minneapolis metropolitan area; provided,  however, that if Tenant
objects to the share of such  expenses to be allocated  to Tenant,  Tenant shall
have  the  right  to  require  Lessor  to  enter  into a  separate  commercially
reasonable contract for the matter in question.
<PAGE>

6.  Fiscal Year.

No more  frequently  than once every five (5) years,  the year used to determine
Costs may be changed to a different 12-month period designated by Lessor. If the
calendar  year is changed to a fiscal year,  or if a fiscal year is changed to a
different  fiscal year,  prorations will be made for the estimated Costs and the
actual Costs so that the same time period is used to determine  each and so that
Costs are not included in more than one time period.

7.  Possession.

Lessor shall make all  reasonable  efforts to provide  Tenant with access to the
Premises not later than  September 1, 1998 for purposes of  installing  Tenant's
furniture and equipment and  completing  Tenant's Work (as defined in Section 36
of this Lease).  During such early  access  period,  Tenant shall not  interfere
with, delay or otherwise impede Lessor's  completion of the Tenant  Improvements
in accordance with Section 36 of this Lease, and any such interference  shall be
grounds for  extension  of the period  within  which  Lessor is to complete  the
Tenant  Improvements.  Lessor will use reasonable efforts to coordinate the work
of the Tenant  Improvement  contractor and the contractors doing the Tenant Work
for  Tenant.  This Lease  will not be void or  voidable  and Lessor  will not be
liable to Tenant for any loss or damage  resulting  from any delay in delivering
possession of the Premises to Tenant,  except for the Holdover Rent described in
Section 2.

Lessor  warrants and represents  that Tenant,  upon paying the rents and keeping
the  agreements of this Lease on Tenant's part to be kept and  performed,  shall
have peaceful and  uninterrupted  possession of the Premises  during the Term of
this Lease except as otherwise specifically set forth herein.

8.  Use.

Tenant will use the Premises for office,  warehouse and related purposes and for
no other  purpose.  Tenant will not commit or permit any act or  omission  which
results in the  violation  of any law,  governmental  regulation,  or  insurance
policy of Lessor,  relating to the  Premises,  or which will  increase  Lessor's
insurance rates on the Premises.

9.  Care of Premises.

Tenant will,  at all times during the Term and any renewals and  extensions,  at
its sole  expense,  keep and maintain  the  interior of the Building  (and those
portions  of the  Premises  exterior to the  Building  which are  expressly  the
obligation  of Tenant) in a clean,  safe,  sanitary,  and good  condition and in
compliance with all applicable laws, codes,  ordinances,  rules, and regulations
as provided in Section 11. Tenant's  obligations will include but not be limited
to maintaining a heating, ventilating and air conditioning ("HVAC") contract for
maintenance  of the HVAC  system,  and paying for any repairs not covered by the
HVAC  contract.  Tenant will also be  responsible  for all equipment and systems
within the interior of the Building,  and for  maintaining  and  repairing  (and
replacing if necessary) all lighting and plumbing fixtures,  all interior walls,

<PAGE>

partitions, interior doors and interior windows. Tenant will also be responsible
for all  broken  glass in the  Building.  When  used in this  Section,  the term
"repairs" shall include  replacements and overhauling  equipment when necessary,
and all such  repairs  made by the Tenant shall be equal in quality and class to
the  original  work,  except  that  if it  becomes  necessary  to  replace  HVAC
equipment, such replacement will be done at Lessor's initial expense, and Tenant
will pay to Lessor on a  monthly  basis as  additional  rent  together  with the
Monthly Rent the amortized  portion of the cost of replacing the HVAC equipment,
with such amortization being over the useful life of the replacement equipment.

Tenant,  at its own cost and  expense,  will  enter into a  regularly  scheduled
preventive  maintenance  and  service  contract  with a  maintenance  contractor
approved by Lessor for  servicing  all hot water,  heating and air  conditioning
systems and equipment within the Premises. The service contract must include all
services  suggested  by  the  equipment   manufacturer  in  its  operations  and
maintenance  manual and must become  effective within 30 days of the date Tenant
takes possession of the Premises.

Where the Lease requires Tenant to maintain a service  contract on any system or
device serving the Building, Tenant may submit to Lessor any proposed service or
maintenance  contract,  in which event Lessor shall promptly review the proposed
contract  and notify  Tenant  whether  Lessor  accepts the  proposed  service or
maintenance contract as meeting the requirements of this Lease, which acceptance
or  non-acceptance  shall be in  Lessor's  sole  discretion.  If Lessor does not
respond in writing  within five business days of the  submission of the proposed
contract to Lessor the contract  shall be deemed to have been accepted by Lessor
as meeting the  requirements  of this Lease.  If Lessor  disapproves  a proposed
service or maintenance  contract Lessor shall state with reasonable  specificity
why the  proposed  contract was not accepted and what would be required in order
for Lessor to accept the proposed contract.  Any service or maintenance contract
accepted by Lessor or deemed  accepted by Lessor shall be considered to meet the
requirements  of this section,  subject to proper  performance  of the contract.
Tenant will also be  responsible  for  ordinary  day-to-day  maintenance  of all
equipment  and systems  within the interior of the Building in  accordance  with
reasonable written instructions therefor provided to Tenant by Lessor.

Tenant  shall keep and maintain all portions of the interior of the Building and
the sidewalk and areas adjoining the same in clean and orderly  condition,  free
of accumulation of dirt, rubbish, snow, and ice except for those portions of the
exterior  which are Lessor's  responsibility.  Lessor shall assign to Tenant all
warranties  and  guaranties  applicable  to the  portions of the  Premises to be
maintained by Tenant.  Notwithstanding  any  provision to the  contrary,  Lessor
shall remain responsible for all costs directly related to defects in the design
or original construction of the Premises.

If Tenant  fails,  refuses or neglects  to  maintain  or repair the  Premises as
required  in this Lease  within 10 days  after  notice has been given to Tenant,
Lessor may make such repairs without  liability to Tenant for any loss or damage

<PAGE>

that may accrue to Tenant's  merchandise,  fixtures or other  property or to its
business,  and upon  completion,  upon  presentation to Tenant of a bill for the
repairs, Tenant will pay to Lessor all out-of-pocket costs plus 10% for overhead
incurred by Lessor in making such repairs.

Lessor shall  maintain  the exterior  portions of the  Premises,  including  the
driveways and parking areas,  in a clean,  safe and attractive  condition and in
accordance with the standards of similar well managed office/warehouse buildings
in the Minneapolis  metropolitan area, and the cost thereof shall be included in
Operating Costs. Lessor will repair, at its expense,  the structural portions of
the  Building,  roof and exterior of the Building  (subject to inclusion of such
maintenance  and repair costs in Operating  Costs  pursuant to Section 4 of this
Lease but only to the extent  permitted in Section 1(j).  Lessor shall be solely
responsible for maintenance,  repair and replacement of structural components of
the Building,  and such costs shall not be considered Operating Costs; provided,
however,  where  structural  repairs  are  required  to be made by reason of the
intentional  wrongful acts of Tenant, the costs will be reimbursed by Tenant and
payable by Tenant to Lessor upon demand.

10.  Building Rules.

Rules and Regulations for the Premises and the Building in effect on the date of
this  Lease are  attached  as  Exhibit  C.  Lessor  will have the right to adopt
different or  additional  reasonable  rules and  regulations,  and to rescind or
amend the attached rules and regulations,  from time to time.  Tenant will abide
by the rules and regulations then in force and will cause Tenant's  employees to
observe  and comply  with them.  No such rule may have the effect of amending or
changing a provision of this Lease. No new rule or regulation shall be effective
for 30 days from the date Tenant receives notice of such new rule or regulation.
All such  Rules and  Regulations  shall be  enforced  by  Lessor  in a  uniform,
non-discriminatory manner.

11.  Compliance with Laws.

Subject  to the  limitations  set forth in this  Section,  Tenant  will,  at its
expense, promptly comply with all laws, ordinances,  rules, orders,  regulations
and  other   requirements  of  governmental   authorities  now  or  subsequently
pertaining  to the  Premises.  Tenant will pay any taxes or other charges by any
governmental authority on Tenant's property or trade fixtures in the Premises or
relating to Tenant's use of the Premises.

The Premises shall not be used in any manner which under any  requirement of law
or of any  public  authority  would  require  Lessor  to make  any  addition  or
alteration to or in the Building.  After the  construction of the Building,  the
Tenant  Improvements  and  the  other  initial  improvements  by  Lessor  in the
Premises,  Tenant will be  responsible  for  compliance  with the Americans with
Disabilities  Act of  1990  as it  applies  to the  Premises  by  reason  of any
alterations  or  additions  made by  Tenant  to the  Premises  or any use of the
Premises  by Tenant.  The  Premises  shall not be used in any manner  which will
increase  the rates  required  to be paid for public  liability  or for all risk
insurance covering the Building.  Tenant shall occupy the Premises,  conduct its

<PAGE>

business and control its agents,  employees and endeavor to control its 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 or  subtenant  leasing  space in the  Building  in its  normal
business operations or Lessor in its management of the Building. Outside storage
on the Land of any type of equipment,  property,  or materials  owned or used by
Tenant or its customers and suppliers is not permitted.

Subject to  Lessor's  right to contest  the same,  Lessor  will  comply with all
present and future laws, ordinances,  orders, and regulations of federal, state,
county and city governments,  and or other  governmental  authorities  having or
claiming  jurisdiction over the Land and Building,  including but not limited to
ADA,  and any  applicable  federal,  state,  county  or  local  statutes,  laws,
regulations,  rules, ordinances,  codes, standards, orders, licenses and permits
of any governmental  authorities relating to environmental matters, except those
which are related to Tenant's specific use (as opposed to mere occupancy) of the
Premises,  property or equipment  within the Building,  or  alterations  made or
requested by Tenant after the initial improvements in the Building.  Expenses of
such  compliance  which  are  not  capital  expenses  under  generally  accepted
accounting  principals  will be included in Operating  Costs.  If  compliance by
Lessor with the preceding  sentence requires capital  improvements to be made by
Lessor,  the  cost  thereof  will  be  amortized  over  the  useful  life of the
improvements  and  amortization  of the  cost  will  be  included  as a part  of
Operating Costs.

Tenant  shall  be  under  no  obligation  to  make  any  repairs,   alterations,
modifications  or  improvements  to the Premises or to conduct its activities in
any  particular  manner  in order to  comply  with  any  law,  ordinance,  rule,
regulation or order of any  governmental  body or insurance  underwriter  if the
latest date on which  Tenant may legally  effect  such  compliance  is after the
then-current Term of the Lease,  provided that Tenant shall otherwise  surrender
the Premises in the condition required under the Lease. Subject to the foregoing
and to the provisions of Section 4, above, and Section 1(j) of the Lease, Tenant
shall  not be  required  to pay any of the  costs of  alterations  which are the
obligation of Lessor  unless  compliance is required as a result of Tenants acts
or specific use of the Premises.

12.  Hazardous Substances.

The  term  "Hazardous  Substances",  as used in this  Lease,  means  pollutants,
contaminants,  toxic or hazardous wastes or any other substances, the removal of
which is required or the use of which is restricted,  prohibited or penalized by
an  "Environmental  Law",  which term means any  federal,  state or local law or
ordinance  relating to pollution or the  protection of the  environment.  Tenant
agrees that (a) no activity  will be conducted on the Premises that will produce
any Hazardous  Substance,  except for activities  which are part of the ordinary
course of Tenant's business (the "Permitted Activities"), provided the Permitted
Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Lessor;  (b) the Premises will not be used for
storage of any Hazardous  Substances,  except for temporary storage of materials
used in the  Permitted  Activities  (the  "Permitted  Materials"),  provided the

<PAGE>

Permitted  Materials  are properly  stored in a manner and location  meeting all
Environmental  Laws and approved in advance in writing by Lessor; (c) no portion
of the  Premises  or Land will be used by Tenant as a  landfill  or a dump;  (d)
Tenant will not install any  underground  tanks of any type; (e) Tenant will not
cause any surface or subsurface  conditions to exist or come into existence that
constitute,  or with the  passage  of time may  constitute,  a public or private
nuisance; (f) Tenant will not permit any Hazardous Substances to be brought onto
the Premises, except for Permitted Materials, and if so brought or found, Tenant
will  immediately  remove them,  with proper  disposal,  and will  undertake all
required cleanup procedures under the Environmental Laws. If, at any time during
or after the term of the Lease,  the  Premises are found to be  contaminated  or
subject to conditions  prohibited in this Lease,  Tenant will indemnify and hold
Lessor harmless from all claims, demands, actions, liabilities, costs, expenses,
damages and  obligations of any nature arising from or as a result of the use of
the  Premises  by  Tenant.  The  foregoing   indemnification  will  survive  the
termination or expiration of this Lease.  Notwithstanding the foregoing,  Tenant
shall not be responsible for the remediation of or required to indemnify  Lessor
against  losses,  costs  or  liability  arising  in  connection  with  hazardous
substances  unless the need for  remediation  or losses,  costs or liability are
attributable  to a default by Tenant  under this  Lease or the  wrongful  act or
failure to act of Tenant, its agents, employees or contractors, or anyone within
Tenant's control.

13. Signs.
Tenant  will not place or permit  any signs on the  exterior  or  windows of the
Building,  or within the Premises if visible from the exterior of the  Building,
except for building standard signage on the brick exterior above the front entry
to Tenant's  Premises in the Building  unless Tenant shall first obtain Lessor's
approval,  which  approval  shall  not  be  withheld,   delayed  or  conditioned
unreasonably.  Upon  approval by Lessor (which  approval  shall not be withheld,
delayed or  conditioned  unreasonably)  and by the City of  Bloomington,  Tenant
shall, at its sole expense,  have the right to construct and maintain a monument
sign on the Land.

14.  Alterations.

After  completion  of the  Building,  the  improvements  on the Premises and the
Tenant  Improvements,  Lessor will have no obligation to do any  redecorating or
remodeling of the Building or the Premises.  Tenant shall have the right to make
cosmetic or decorative  changes within the Building  without Lessor's consent so
long as the cost thereof does not exceed $25,000 in any 12-month period and does
not affect the Building  structure,  systems or exterior  appearance.  All other
alterations shall require Lessor's prior consent.  Lessor shall not unreasonably
withhold  such consent if the work does not adversely  affect:  (i) the value of
the Building,  (ii) any system serving the Building,  or (iii) the appearance of
the exterior of the Building.  With respect to any consent required  pursuant to
this  Section,  Lessor  shall  respond in writing  within 5 business  days after
Tenant has submitted  reasonably  complete plans and/or  specifications  for the
work  to  Lessor,  or  Lessor  will  be  deemed  to have  consented.  If  Lessor
disapproves a proposed alteration Lessor shall state with reasonable specificity
the reasons for disapproval and what would be required in order to obtain Lessor
approval.
<PAGE>

Tenant shall have no  obligation,  at the  expiration of the Term, to remove the
initial improvements to the Premises performed by Lessor or Tenant. Tenant shall
not be required to remove any other alterations or improvement at the expiration
of the Lease  unless at the time  Lessor  gave its  consent  to such  alteration
Lessor stated in writing,  on the instrument  indicating  Lessor  consent,  that
approval was  conditioned  upon Tenant's  agreement to remove the  alteration or
improvement  at  the  expiration  of  the  Term.  With  respect  to  removal  of
alterations  required  hereunder,  Tenant  shall  not be  obligated  to  replace
affected  portions of the Premises but may patch and fill in a manner which will
place the  affected  area in the same  condition  as when  delivered  to Tenant,
reasonable  wear and tear  excepted  (e.g.  if carpeting  is affected,  Tenant's
obligation  to restore  shall be deemed  satisfied  if the portion of the carpet
affected by removal of alterations is patched in a reasonable manner.)

Tenant  will  get  Lessor's   prior  written   approval  of  any  contractor  or
subcontractor who is to perform work on the Premises at Tenant's  request.  Such
approval  shall  not be  unreasonably  withheld,  delayed  or  conditioned.  All
alterations  by Tenant will be  constructed  with new  materials,  in a good and
workmanlike manner, and in compliance with the plans and specifications approved
by Lessor (except for decorating changes which do not require approved plans and
specifications) and all applicable laws, ordinances, rules, orders, regulations,
or other  requirements  of  governmental  authorities.  Tenant  will pay for any
labor, services,  materials,  supplies or equipment furnished or alleged to have
been  furnished to Tenant in or about the  Premises,  and will pay and discharge
any mechanic's,  materialmen's or other lien against the Premises resulting from
Tenant's  failure to make such payment.  If any work performed by Tenant results
in the filing of a mechanics lien which Tenant,  acting in good faith, wishes to
contest,  Tenant shall have the right to contest said lien and the  existence of
said lien  shall  not be  deemed to be a default  under the Lease so long as (i)
Tenant  causes said lien to be  satisfied  or causes the Premises to be released
from the lien  within 30 days after the filing of such lien and (ii) if required
by Lessor Tenant  provides  Lessor with  reasonable  security to protect  Lessor
interest  in the  Premises,  such as a bond,  cash  escrow,  letter of credit or
guaranty of a person/entity  financially  capable of satisfying said lien, in an
amount  equal to 1.25  times the  amount of the lien.  If the lien is reduced to
final  judgment,  Tenant will  discharge the judgment and Lessor will return the
cash deposited by Tenant.  Lessor may post notices of  nonresponsibility  on the
Premises as provided by law.

All alterations,  additions and improvements to the Premises made at Lessor's or
Tenant's expense, except movable office furniture and Tenant's movable trade and
office fixtures and equipment, including computer equipment and wiring; portable
office partitions; security monitors, wiring and systems, and telecommunications
systems,   hardware  and  wiring,  will  become  the  property  of  Lessor  upon
installation  and will be surrendered with the Premises upon termination of this
Lease unless Lessor elects otherwise in writing.
<PAGE>

15.  Utilities and Services.

Lessor will  provide and  maintain  mains and  conduits  to supply  water,  gas,
electricity  and sanitary  sewer services to the Premises,  and will  separately
meter the Premises for gas and electrical services. Tenant will directly pay all
charges for sewer usage, garbage disposal,  refuse removal, water,  electricity,
gas, heating, air conditioning and ventilation costs,  telephone,  and any other
utility  services  furnished  to the  Premises  during  the Term  which  are not
included  in  Operating  Costs and which are not  payable  directly  by a future
tenant  who  shares  the  Building  with  Tenant.  If any of such  services  are
furnished by Lessor, the cost of all such services furnished by Lessor will be a
part of the  Operating  Costs.  Lessor will not be liable for any loss or damage
resulting  from any  temporary  interruption  of these  services due to repairs,
alterations or improvements, or any variation,  interruption or failure of these
services due to governmental  controls,  unavailability  of energy, or any other
cause beyond Lessor's control. No such interruption or failure of these services
will be deemed as an eviction of Tenant or will  relieve  Tenant from any of its
obligations under this Lease.

In the event that an  interruption in utilities or essential  Building  services
occurs, and the interruption is reasonably within the control of Lessor,  Lessor
shall use conscientious  efforts to avoid doing so in a manner or at a time that
would  interfere  with the  reasonable  use of the  Premises by Tenant and shall
provide  Tenant  with at least 24 hours'  advance  notice.  If the  interruption
continues  for more than three  consecutive  business  days,  Monthly Rent shall
abate in proportion to the portion of the Premises which is  untenantable  until
the service or services which were interrupted are reasonably restored.

16.  Entry by Lessor.

Upon at least 24 hours prior notice to an officer of Tenant  (except in the case
of an emergency in which no notice shall be required)  Lessor and its agents and
contractors  and  mortgagees  will  have  the  right to enter  the  Premises  at
reasonable  times  for  inspecting,   cleaning,  repairing,  or  exhibiting  the
Premises,  but Lessor will have no obligation to make  repairs,  alterations  or
improvements  except as expressly provided in this Lease. During the last twelve
(12) months of the Term,  Lessor may show the Premises to a  prospective  tenant
provided that Lessor gives Tenant reasonable advance notice. Lessor acknowledges
that  Tenant's  business  records  and  communications  (including  inter-office
communications),  may contain highly confidential information.  Lessor therefore
agrees that if Tenant  deems it to be  necessary  or  appropriate,  Lessor shall
permit a representative of Tenant to accompany Lessor while Lessor is within the
Building. Furthermore, Tenant may require that Lessor not enter certain portions
of the  Building  during a given visit if Tenant  deems that to be  necessary in
order to avoid disclosure of confidential information.  In any such event Lessor
will be  permitted  to revisit the  Building  and shall be permitted to view any
areas  which  were  not  made  available  to  Lessor  to visit as soon as may be
reasonably possible.  Lessor will not knowingly disclose Tenant's trade secrets,
and Tenant may require  third  parties to sign a  confidentiality  agreement  in
connection with access of third parties to the Premises.
<PAGE>

Wherever  in the Lease  Lessor has a right to enter the  Premises to (i) inspect
the  Premises,  (ii) do work in the  Building  or on the Land or (iii)  show the
Premises to a third party, Lessor shall be required to use reasonable efforts to
(a) provide  Tenant with 24 hours advance notice (which shall not be required in
an emergency), and (b) minimize the interference with Tenant's use and occupancy
of the Premises.

17.  Subordination.

At the request of any mortgagee or ground lessor, this Lease will be subject and
subordinate to any mortgage or ground lease which may now or hereafter  encumber
the  Building,  and Tenant will execute,  acknowledge  and deliver to Lessor any
document reasonably requested by Lessor to evidence the subordination so long as
the same is in form and  substance  customary in the community and does not have
the effect of altering the provisions of this Lease.  Such  subordination  is on
the condition  that this Lease and Tenant's  right of possession of the Premises
as  provided  in this  Lease are  recognized  and will not be  disturbed  by the
mortgagee or ground  lessor so long as Tenant is not in default under this Lease
beyond any applicable  cure period.  If the interest of Lessor is transferred to
any party by reason of  foreclosure  of a mortgage or  cancellation  of a ground
lease, or by delivery of a deed in lieu of foreclosure or  cancellation,  Tenant
will attorn to such party immediately upon receipt of notice. Tenant agrees that
upon notification by Lessor or any mortgagee or ground lessor of the election of
a mortgagee or ground lessor to subordinate its interest in the Premises to this
Lease, this Lease will become prior to the mortgage or ground lease.

18.  Estoppel Certificates.

Each party hereby agrees, from time to time, on not less than fifteen (15) days'
prior notice, to execute and deliver to the other party an estoppel  certificate
(an "Estoppel Certificate").  An Estoppel Certificate may be relied on by Lessor
or Tenant,  as  appropriate,  and any third  party with whom Lessor or Tenant is
dealing,  and  shall  certify  the  following,  as of the date  thereof:  (i)the
accuracy of this  Lease;  (ii) the  Commencement  Date and the date on which the
Term expires;  (iii) that this Lease is unmodified  and in full force and effect
or  in  full  force  and  effect  as   modified,   stating  the  nature  of  all
modifications;  (iv) whether to the executing  party's knowledge the other party
is in default or whether the executing  party has any claims or demands  against
the other party and , if so,  specifying such claim or demand;  and (v) to other
correct and reasonably ascertainable facts that are covered by the terms of this
Lease.

19. Waiver of Claims and Assumption of Risks.

Lessor and Tenant  release each other from any  liability  for loss or damage by
fire or other  casualty  that may be insured under a standard form of "all risk"
insurance policy, whether or not the loss or damage resulted from the negligence
of the other, its agents or employees. Each party will use reasonable efforts to
obtain  policies of insurance which provide that this release will not adversely
affect the rights of the  insureds  under the  policies.  The  releases  in this

<PAGE>

Section  will be  effective  whether  or not the loss was  actually  covered  by
insurance. Tenant assumes all risk of loss or damage of Tenant's property within
the  Premises,  including  any loss or damage caused by sprinkler or other water
leakage,  fire, windstorm,  explosion,  theft, act of any other tenant, or other
cause.  Lessor will not be liable to Tenant,  or its  employees,  for loss of or
damage to any property in the Premises.

20.  Indemnification.

Tenant will  indemnify  Lessor and its agents and employees  against all claims,
demands and actions,  and all related costs and expenses  (including  reasonable
attorneys'  fees) for injury,  death,  disability  or illness of any person,  or
damage to property,  occurring in the Premises or arising out of Tenant's use of
the  Premises,  except  to the  extent  caused  by  the  willful  misconduct  or
negligence of Lessor or someone acting on its behalf.

Lessor will  indemnify  Tenant and its agents and employees  against all claims,
demands and actions,  and all costs and  expenses  relating  thereto  (including
reasonable  attorneys'  fees) for injury,  death,  disability  or illness of any
person or persons  occurring in, on or about the Land and Building  exclusive of
the  Premises,  except  to the  extent  caused  by  the  willful  misconduct  or
negligence  of Tenant or its  officers,  employees,  agents  or  contractors  or
someone acting on Tenant's behalf.

21.  Insurance.

Tenant  will keep  public  liability  insurance  in force at its  expense  by an
insurer and policy  acceptable to Lessor in its reasonable  opinion.  The policy
will name Lessor and its  mortgagee  as  additional  insureds,  for limits of at
least  $3,000,000  for bodily  injuries  or death of one or more  persons and at
least  $500,000  for  property  damage.  Tenant  will  carry fire and "all risk"
coverage  insurance  for Tenant's  property and  improvements  in the  Premises,
including  coverage for loss or damage by sprinkler leakage or discharge.  Prior
to  Tenant's  occupancy  of the  Premises,  Tenant  will  deliver  to Lessor the
liability  and casualty  policies or  certificates  by the insurer  showing this
coverage to be in effect with premiums  paid.  The  insurance  will provide that
Lessor will be notified in writing 30 days prior to  cancellation  of,  material
change in, or failure to renew, the insurance.

Tenant may,  at Tenant's  option,  self insure its goods,  supplies,  furniture,
equipment  and other  items of personal  Property  that may from time to time be
within any part of the Premises.

With  respect  to  losses,  injuries  or  liability  that do not arise  from the
negligence or wrongful act of Tenant or Tenant's  agents or employees,  Lessor's
insurance shall be primary coverage  without right of contribution  from similar
insurance maintained by Tenant.  Lessor shall maintain all-risk full replacement
cost insurance on the Building payable to Lessor, Lessor's mortgagee and Tenant,
as their interests may appear.  With respect to alterations or improvements made

<PAGE>

to the Premises by Tenant following the Commencement Date of this Lease,  Tenant
shall bear the responsibility for insuring said improvements unless Lessor shall
agree to do so in writing.

22.  Assignment and Subletting.

Tenant may assign this Lease or sublet the Premises or any portion  thereof,  or
transfer any of Tenant's  interest  herein,  at any time during this Term or any
renewals  or  extensions  thereof,   without  Lessor's  prior  consent,  to  any
corporation  or entity  which  controls,  is  controlled  by, or is under common
control with Tenant or acquiring all or substantially  all the assets of Tenant,
or to any corporation or entity  resulting from a merger or  consolidation  with
Tenant,  or to any  corporation  or entity in which Tenant  maintains a majority
control  or  interest,  if  notice  thereof  is given to  Lessor  within 30 days
thereafter.

Except as set forth above, Tenant may assign this Lease or sublet all or part of
the Premises only with Lessor's prior written consent. If Tenant receives a bona
fide  offer for an  assignment  of  Tenant's  interest  under  this  Lease or to
sublease  all of the  Premises or all of the usable  space in the  Building  and
Tenant  requests  Lessor's  consent,  a copy of the  offer or a letter of intent
stating  the terms of the offer will be  furnished  to Lessor.  In the case of a
proposed  assignment  or sublease of all of the  Premises,  Lessor may terminate
this Lease,  either  conditioned  on execution of a new lease between Lessor and
the party  making  the offer on the same terms as the offer to Tenant or without
that condition. If Lessor fails to give Tenant written notice of its decision to
terminate  this Lease  within 20 days after  receiving  a copy of the offer or a
letter of intent  stating  the terms of the  offer to  Tenant,  Lessor  will not
unreasonably  withhold,  delay or  condition  its consent to the  assignment  or
sublease  described  in the offer,  and said  consent  shall be given or refused
within said 20-day period.

In the case of a proposed  sublease  for less than all of the  Premises,  Lessor
shall have no right to lease the portion of the  Premises to be  subleased or to
exclude the portion of the Premises to be subleased from this Lease,  and Lessor
will not unreasonably  withhold,  delay or condition its consent to the sublease
for less than all of the  Premises,  and if  consent  is not given or refused by
Lessor,  and, if additional  information  is not requested by Lessor,  within 10
days after Tenant's  request,  such consent shall be deemed given. If consent is
refused, Lessor's reasons will be given to Tenant.

Lessor's  refusal to consent  shall not be deemed  unreasonable  if the proposed
transferee's  proposed use is not permitted  under the Lease, or fails to comply
with existing municipal  official controls,  or Lessor determines that occupancy
by the proposed transferee will adversely affect the value of the Premises.

If Lessor consents to one or more subleases, Tenant will still remain liable for
all obligations of the Tenant under this Lease but Lessor agrees that Tenant may
agree with its assignee or sublessee that payments pursuant to the assignment or
sublease shall be made directly to Lessor.
<PAGE>

In the event of any such  transfer,  Tenant may install such separate  meters or
submeters as Tenant deems  appropriate.  Any options in favor of Tenant shall be
exercisable by any transferee of Tenant as though the same were being  exercised
by Tenant itself.

Lessor's interest in this Lease will be freely assignable and the obligations of
the Lessor  arising or  accruing  under this Lease after an  assignment  will be
enforceable  only against the  assignee,  provided  such  assignee  shall assume
Lessor's  obligations  hereunder.   Lessor  shall  give  Tenant  notice  of  any
assignment by Lessor within 30 days thereafter.

If Tenant, having first obtained Lessor's consent, if required, shall sublet the
Premises,  or any part thereof in excess of 32,500  Square Feet,  at a rental or
for other  monetary  consideration  in  excess  of the rent or pro rata  portion
thereof due and payable by Tenant  under this  Lease,  then Tenant  shall pay to
Lessor,  as additional  rent: (a) on the first day of each month during the term
of the  sublease,  the excess of all rent and other  consideration  due from the
subtenant  for such  month over the  portion of the rent then  payable to Lessor
pursuant to the  provisions of this lease for said month which is allocable on a
square  footage  basis to the space  sublet;  and (b)  immediately  upon receipt
thereof,  any  other  rent  or  consideration   received  by  Tenant  from  such
subletting.  In determining the amount of the rent and other  consideration  due
from the subtenant for the term of the sublease,  Tenant shall have the right to
deduct  from  the  stated  amount  of the rent and  other  consideration  in the
sublease  the  sum  of  all   out-of-pocket   leasing   commissions,   leasehold
improvements for the subtenant,  and demising costs paid by Tenant in connection
with the sublease, or similar  out-of-pocket  leasing costs,  amortized over the
term of the sublease, together with interest at the rate of 12% per annum.

The  provisions  of this  Section  will be binding on Tenant and any assignee or
subtenant  of Tenant and will apply to all  portions of the  Premises  remaining
subject  to this  Lease  and to each  request  by  Tenant,  or its  assignee  or
subtenant,  for  Lessor's  consent  to a further  or  subsequent  assignment  or
subletting.

23.  Damage or Destruction.

If the Premises or Building is damaged by Casualty, the damage (excluding damage
to  improvements  paid for by Tenant and trade  fixtures,  equipment or personal
property of Tenant)  will be repaired by Lessor at its expense to a condition as
near as reasonably possible to the condition prior to the Casualty,  but if more
than 25% of the total  Square Feet of the  Building  is  rendered  untenantable,
Lessor may terminate this Lease as of the date of the Casualty by giving written
notice  to Tenant  within  30 days  after  the  Casualty.  If this  Lease is not
terminated,  Lessor will begin  repairs  within 90 days after the  Casualty  and
complete the repairs within a reasonable  time,  subject to acts of God, strikes
and other matters not within the control of Lessor.

If Lessor  fails to begin the repairs as  required,  or fails to  complete  such
repairs within 180 days after they are commenced,  Tenant may give Lessor notice
to do so. If Lessor  has not begun the  repairs  within 30 days  after  Tenant's
notice to  commence,  or  completed  the repairs  within 30 days after  Tenant's

<PAGE>

notice to complete,  Tenant may terminate this Lease by written notice to Lessor
within 15 days after expiration of the 30-day period.

If this Lease is terminated  because of the Casualty,  rents and other  payments
will be prorated as of the termination and will be  proportionately  refunded to
Tenant or paid to  Lessor,  as the case may be.  During  any period in which the
Premises or any portion of the Premises is made  untenantable as a result of the
Casualty, the Monthly Rent will be abated for the period of time untenantable in
proportion to the square foot area untenantable.

24.  Eminent Domain.

If there is a  permanent  Taking of (i) 15% or more of the total  Square Feet of
the Building,  or (ii) 15% or more of the total number of parking  spaces in the
Premises,  either  party  may  terminate  this  Lease as of the date the  public
authority takes possession,  by written notice to the other party within 30 days
after the Taking provided,  however, in the case of a Taking resulting in a loss
of parking spaces,  Tenant shall have no right to terminate this Lease if Lessor
provides Tenant with reasonably  comparable  parking not materially more distant
or less accessible than the parking spaces which were the subject of the Taking.
If this Lease is so terminated, any rents and other payments will be prorated as
of the termination and will be  proportionately  refunded to Tenant,  or paid to
Lessor, as the case may be. All damages, awards and payments for the Taking will
belong to Lessor irrespective of the basis upon which they were made or awarded,
provided that Tenant will be entitled to bring a separate  claim and recover any
amounts  specifically  awarded for Tenant's  trade fixtures or equipment or as a
relocation payment or allowance,  so long as such award does not reduce Lessor's
award.  If this Lease is not  terminated as a result of the Taking,  Lessor will
restore the  remainder  of the  Premises to a  condition  as near as  reasonably
possible to the condition  prior to the Taking,  and the rent will be abated for
the period of time the space is  untenantable  in  proportion to the square foot
area  untenantable  and this Lease will be amended  appropriately to reflect the
deletion of the space taken.

25.  Defaults.

If: (i) Tenant fails to pay any amount due under this Lease within 10 days after
written  notice from  Lessor,  (ii)  Tenant  fails to keep or perform any of the
other terms,  conditions  or covenants of this Lease for more than 30 days after
notice of such failure  shall have been given to Tenant  (provided  that where a
cure is not reasonably  possible  within that period Tenant shall be entitled to
additional  time to effect a cure,  so long as Tenant  promptly  commences  acts
reasonably  calculated  to effect a cure and  thereafter  diligently  prosecutes
those acts to completion), (iii) any proceeding is begun by or against Tenant to
subject  the  assets of Tenant to any  bankruptcy  or  insolvency  law or for an
appointment  of a receiver  of Tenant or for any of  Tenant's  assets and is not
discharged  or  dismissed  within  90  days,  or (iv)  Tenant  makes  a  general
assignment  of Tenant's  assets for the benefit of  creditors,  then Lessor may,
with or without  terminating this Lease,  cure the default and charge Tenant all
reasonable  out-of-pocket  costs and  expenses  of doing so, and Lessor also may
reenter the Premises,  remove all persons and property, and regain possession of

<PAGE>

the Premises  through any and all legal means,  without waiver or loss of any of
Lessor's rights under this Lease, including Lessor's right to payment of Monthly
Rent.  Lessor also may  terminate  this Lease as to all future rights of Tenant,
without terminating  Lessor's right to payment of Monthly Rent and other charges
due under this Lease.

If this  Lease  or  Tenant's  right  to  possession  of the  Premises  has  been
terminated  under this Section,  Tenant shall have the right to seek and propose
to Lessor prospective tenants to lease the Premises from Lessor or to occupy the
Premises under an assignment of this Lease or a sublease, as the case may be. If
Tenant makes such a proposal and this Lease is then in effect, the provisions of
Section 22 will apply.  If this Lease has been  terminated by reason of Tenant's
default,  and  Tenant  proposes  a new lease by Lessor to a tenant  obtained  by
Tenant,  Lessor  will give its good  faith  consideration  to  leasing  all or a
portion of the Premises to that prospective tenant.

Any amount payable by one party to the other pursuant to the terms of this lease
shall bear  interest  at the rate of 12% per annum from the date  payment to the
other party was due, and shall be paid together with such  interest,  within the
time period specified in this Lease for such payment (or, if no such time period
is specified, within 30 days).

Tenant  shall give Lessor  written  notice of any  default by Lessor  under this
Lease.  Lessor  shall have 30 days after  Lessor's  receipt of Tenant's  default
notice to cure  such  default'  provided,  however,  that if such a  nonmonetary
default  cannot  reasonably  be cured within 30 days,  Lessor shall have as much
time to cure such default as is necessary provided Lessor promptly commences and
diligently pursues such cure; and provided further,  that if the default relates
to a matter which is of an emergency nature, the Lessor shall have only 48 hours
(or such lesser period as is reasonable  under the  circumstances)  to cure such
default.  If Lessor fails to cure any such default within such cure period, then
Tenant may cure the default,  in which event Lessor shall  reimburse  Tenant for
all  amounts  spent on such cure  together  with  interest  as  provided  in the
preceding paragraph.

No  waiver  by Lessor or  Tenant  of  performance  by the other  party  shall be
considered  a  continuing  waiver  or  shall  preclude  Lessor  or  Tenant  from
exercising  its rights in the event of a subsequent  default.  No  acceptance by
Lessor of a partial payment tendered by Tenant shall be deemed to be a waiver of
the  balance of the amount due even if the tender  states that  acceptance  will
constitute  payment in full.  No deposit by Tenant of any partial  payments  due
hereunder  into a lockbox or other bank  account for the account of Lessor shall
be deemed to be  acceptance  or payment by Lessor nor shall it be deemed to be a
waiver by Lessor of any claims Lessor may have against  Tenant under this Lease.
If Tenant is in default of a monetary  provision of this Lease, any payment that
is not  sufficient  to cure the subject  default shall be deemed to be a partial
payment for purposes of this Section.

Each and every right and remedy  contained  herein  shall be  cumulative  and in
addition to any other right or remedy given hereunder.  In the event that either

<PAGE>

party  brings a legal  action to enforce  the terms of this Lease or to exercise
any right or remedy provided for herein,  the prevailing party shall be paid its
reasonable expenses of suit, including reasonable  attorneys' fees, by the other
party.

26.  Waiver of Lease Provisions.

No waiver of any  provision  of this  Lease will be deemed a waiver of any other
provision  or a waiver of that same  provision  on a  subsequent  occasion.  The
receipt of rent by Lessor with knowledge of a default under this Lease by Tenant
will not be deemed a waiver of the default. Neither party will be deemed to have
waived any  provision of this Lease by any action or inaction and no waiver will
be effective  unless it is done by  expressed  written  agreement  signed by the
party waiving the provision. Any payment by Tenant and acceptance by Lessor of a
lesser  amount than the full amount of all Monthly  Rent and other  charges then
due will be applied to the earliest  amounts due. No endorsement or statement on
any check or letter for payment of rent or other amount will be deemed an accord
and satisfaction,  and Lessor may accept such check or payment without prejudice
to its right to recover the balance of any rent or other amount or to pursue any
other remedy  provided in this Lease.  No acceptance of payment of less than the
full amount due to either party will be deemed a waiver of the right to the full
amount due together with any interest and service charges.

27. Return of Possession to Lessor.

On  expiration  of the Term or sooner  termination  of this  Lease,  Tenant will
return possession of the Premises to Lessor, without notice from Lessor, in good
order and  condition,  except  for  ordinary  wear and  damage,  destruction  or
conditions  Tenant is not required to remedy under this Lease.  Tenant will give
Lessor all keys for the Premises and will inform Lessor of  combinations  on any
locks  and  safes on the  Premises.  Any  property  left in the  Premises  after
expiration or  termination of this Lease or after the Premises have been vacated
by Tenant will become the property of Lessor to dispose of as Lessor chooses.

28.  Holding Over.

If Tenant  remains in  possession of the Premises  after  expiration of the Term
without a new lease, it may do so only with written  consent by Lessor,  and any
such holding over will be from month-to-month subject to all the same provisions
of this Lease,  except that the Monthly  Base Rent will be the Monthly Base Rent
stated in Lessor's consent if a new Monthly Base Rent is stated,  or 150% of the
Monthly  Base Rent  under this  Lease if no new  Monthly  Base Rent is stated in
Lessor's  consent.  Any holding over without Lessor's consent will be at 150% of
the  Monthly  Rent  under  this  Lease.  The  month-to-month  occupancy  may  be
terminated by Lessor or Tenant on the last day of any month by at least 30 days'
prior written notice to the other.
<PAGE>

29.  Brokers.

Lessor and Tenant  represent and warrant one to another that except for Tenant's
representation  by  Woodbridge  Partners  Inc.,  neither of them has employed or
otherwise  used any  broker or agent in  relation  to this  Lease.  Lessor  will
indemnify and hold Tenant  harmless,  and Tenant will  indemnify and hold Lessor
harmless, from and against any claims for brokerage or other commissions or fees
arising out of any breach of the  foregoing  representation  and warranty by the
respective indemnitors.

Lessor  shall pay  Tenant  an  allowance  for  payment  by Tenant to  Woodbridge
Partners,  Inc. of a leasing commission in connection with the Lease, payable on
the  commencement of the Term in the amount of $427,578.00.  In the event Tenant
exercises its option to extend the Term of the Lease,  no  additional  brokerage
commission shall be payable.

30.  Notices.

Any notice  under this  Lease  will be in  writing,  and will be sent by prepaid
certified  mail,  or by facsimile  confirmed by certified  mail,  or by same day
courier or overnight  courier addressed to Tenant prior to the Commencement Date
at 8000 West 78th Street,  Minneapolis,  Minnesota 55439 (fax number:  946-7516)
Attn: Chief Financial  Officer and as of the  Commencement  Date at the Premises
and to Lessor at 1550 Utica Avenue South,  Suite 120, St. Louis Park,  Minnesota
55416,  or to such other  address as is  designated in a notice given under this
Section. A notice will be deemed given on the date mailed.  Lessor's  statements
of Costs and other  routine  mailings to tenants  need not be sent by  certified
mail.

31.  Governing Law.

This Lease will be construed under and governed by the laws of Minnesota. If any
provision of this Lease is illegal or  unenforceable,  it will be severable  and
all other provisions will remain in force as though the severable  provision had
never been included.

32.  Entire Agreement.

This Lease contains the entire agreement between Lessor and Tenant regarding the
Premises. Tenant agrees that it has not relied on any statement,  representation
or  warranty of any person  except as set out in this  Lease.  This Lease may be
modified  only by an  agreement  in  writing  signed by Lessor  and  Tenant.  No
surrender of the Premises, or of the remainder of the Term, will be valid unless
accepted by Lessor in writing.

33.  Successors and Assigns.

All  provisions  of this Lease  will be  binding  on and for the  benefit of the
successors  and  assigns of Lessor and  Tenant,  except that no person or entity
holding under or through Tenant in violation of any provision of this Lease will
have any right or interest in this Lease or the Premises.
<PAGE>

34.      Intentionally Deleted.

35.      Renewal Option.

Lessor  grants Tenant the option  ("Renewal  Option") to extend the term of this
Lease for one  additional  period of five Lease  Years (the  "Renewal  Period"),
commencing immediately upon the expiration of the Term, subject to the following
conditions:

         (a)      This  Lease is in full  force and  effect  and  Lessor has not
                  declared,  in writing,  that there exists a default under this
                  Lease;  provided,  however,  that if  Lessor  declares  such a
                  default  and  there is less than 30 days  remaining  until the
                  period  within  which  Tenant may  exercise  its option  ends,
                  Tenant shall have 30 days within which to cure the default and
                  if so  cured,  Tenant's  exercise  of  this  option  shall  be
                  considered effective.

         (b)      Tenant gives Lessor prior written notice of Tenant's  election
                  to exercise the Renewal  Option at least 12 months  before the
                  expiration  of the Term.  Failure of Tenant to deliver  timely
                  notice of its  election  to exercise  the Renewal  Option will
                  constitute Tenant's waiver of its right to renew the Lease.

         (c)      The Monthly Base Rent for the Renewal Period will be $127,680.

         (d)      All of the other terms, covenants and conditions applicable to
                  the Renewal Period,  including Costs, shall be the same as set
                  forth in this  Lease,  except  that  there  will be no further
                  option to extend the Term  after the  Renewal  Period,  and no
                  provisions of this Lease relating to improvements, allowances,
                  or other  incentives or concessions  will apply to any Renewal
                  Period,  unless  hereafter  agreed upon between the parties in
                  writing.

         (e)      At the request of either party, Lessor and Tenant will execute
                  and deliver an appropriate  document  setting forth all of the
                  terms,  covenants  and  conditions  applicable  to the Renewal
                  Period.

         (f)      The rights of Tenant under this  Section  shall not be severed
                  from this Lease or separately  sold,  assigned or transferred,
                  and will  expire in  accordance  with the  provisions  of this
                  Section, or upon the expiration or earlier termination of this
                  Lease.
<PAGE>

36.  Construction Improvement Allowance; Punchlist.

Lessor shall construct the Building shell  improvements which will include glass
in place of dock doors and eight 4-foot by 8-foot  skylights (but not the Tenant
Improvements as hereinafter defined) and the driveways,  parking areas, exterior
lighting  facilities and devices and related  improvements  to the Premises of a
similar nature in accordance with the plans and specifications  prepared by Pope
Associates,  Inc., dated January 28, 1998, as modified by supplemental plans and
specifications prepared by Pope Associates,  Inc. dated February 23, 1998, which
Lessor has  delivered to Tenant.  Lessor shall make no changes to such plans and
specifications,  including changes in materials, which will materially adversely
affect Tenant's proposed use of the Premises.  The Building shall be constructed
so as to conform to all  applicable  laws,  ordinances  and codes.  The Building
shall be  substantially  complete  not later than  September  1, 1998 subject to
matters reasonably beyond Lessor's control.  Tenant shall be entitled to require
changes  to the  plans  and  specifications  regarding  the  Building  or  other
improvements on the Premises,  provided that Tenant shall be responsible for all
costs and all delays in completion  of  construction  of the Building  caused by
such changes. All such changes in order to be effective must be in the form of a
written change order signed by Tenant which states the amount,  if any, by which
the change order increases or decreases the cost of the work as set forth in the
plans and  specifications and which states the delay, if any, that the change in
question will cause in substantially  completing  construction.  Lessor has paid
Sewer Access  Charges and Water Access  Charges in connection  with the proposed
improvements  on the Premises  calculated  on the basis that those  improvements
would be devoted  one-half to office uses and  one-half to warehouse  uses.  All
additional  Sewer  Access  Charges and Water  Access  Charges  shall be Tenant's
responsibility.

Lessor shall cause to be constructed certain leasehold improvements (the "Tenant
Improvements")  pursuant  to  plans  and  specifications  and a  contract  to be
approved by Lessor and Tenant not later than June 15, 1998. Tenant's approval of
said contract shall not be unreasonably withheld. Tenant shall have the right to
install its own security system.  Lessor shall provide  construction  management
services in connection with the design,  construction  and  commissioning of the
Tenant  Improvements,  as  described  and for the fee  specified in the attached
Exhibit C. Lessor agrees to be responsible for the cost of the design, sewer and
water charges, permits, signage, construction and construction management of the
Tenant  Improvements  (the  "Tenant  Improvement  Cost"),  in an amount equal to
Twenty Five and 00/100 Dollars ($25.00) per square foot of space in the Building
(the "Tenant Improvement Allowance").  To the extent that the Tenant Improvement
Allowance is insufficient to cover the entire Tenant  Improvement  Cost,  Tenant
shall be responsible for the portion of the Tenant Improvement Cost in excess of
the Tenant  Improvement  Allowance.  The portion of the Tenant  Improvement Cost
which is Tenant's  responsibility,  if any,  initially  shall be paid by Lessor.
Following  completion of the Tenant  Improvements (as evidenced by a certificate
of occupancy issued by the responsible  governmental  authority or a certificate
of final  payment and  completion  certified by Lessor's  architect or engineer)
Tenant  shall  within  ten (10)  days  pay  Lessor  the  portion  of the  Tenant
Improvement  Cost for which  Tenant is  responsible.  To the extent  that Tenant
elects to construct Tenant  Improvements  over time rather than to build-out all
of the space at once, the unused portion of the Tenant Improvement Allowance may

<PAGE>

be used by Tenant at any time  during  the Term  prior to the last year  (unless
Tenant  exercises its option to extend the Term of the Lease,  in which case any
unused portion of the Tenant  Improvement  Allowance shall remain  available for
use by  Tenant  during  all but the  last  year of the  Term,  as so  extended).
Notwithstanding the foregoing,  but provided that Tenant has improved the entire
Premises,  at  any  time  following  construction  in  the  Building  of  Tenant
Improvements  costing  not less than  Twenty  Two and No/100  Dollars  per foot,
Tenant may elect to have the unused portion of the Tenant Improvement  Allowance
paid to Tenant  at  Tenant's  direction  which  amount  shall be deemed to be an
allowance  to  reimburse  Tenant  for  Tenant's  costs of design,  signage,  and
equipment  installation,  including  the cost of computer and  telecommunication
equipment  and/or  facilities  wiring,  all as shown by  copies  of  appropriate
invoices provided by Tenant to Lessor.

In addition to the foregoing Tenant Improvement  Allowance,  if Tenant elects to
extend the Term pursuant to the renewal option set out in the Lease, as modified
by Section 26,  below,  Lessor shall provide  Tenant with an  additional  Tenant
Improvement Allowance in the amount of Six and No/100 Dollars ($6.00) per square
foot to be used for purposes of refurbishing the Premises, including all related
design,  sewer, water, permit,  signage,  administrative and construction costs.
This  allowance  shall in all  respects  be  treated  in the same  manner as the
original Tenant Improvement Allowance.

Prior to the  Commencement  Date  Tenant  shall  have  reasonable  access to the
Building  for  purposes  of  installing  cabling  and wiring as well as roof-top
reception and/or transmission  facilities and equipment related thereto pursuant
to Sections 2 and 37, as well as to move equipment,  goods and furnishings  into
portions of the Building that has been substantially completed, provided that no
such  activity  shall  unreasonably   interfere  with  Lessor's   completion  of
construction of the Tenant Improvements.

37.  Rooftop Telecommunications Equipment.

Tenant will have the right to use the roof of the Building for the  installation
and  operation  of  telecommunications  satellite  dishes,  antennae and related
facilities  ("Telecommunications  Equipment"),  subject  to  the  prior  written
approval of Lessor as to the location,  nature,  design,  appearance and size of
the  Telecommunications  Equipment,  which  approval  shall not be  unreasonably
withheld, delayed or conditioned.  If Telecommunications  Equipment is installed
by Tenant, Tenant will not commit or permit any act or omission which results in
the  violation  of any law,  governmental  regulation,  or  insurance  policy of
Lessor,  relating to the Building.  Tenant will not knowingly permit any conduct
or  condition  which may  unduly  disturb  or  endanger  occupants  of any other
building.

Any   rooftop    installation   of   Tenant's    Telecommunications    Equipment
("Telecommunications  Equipment Work") will be completed by Tenant,  at Tenant's
expense,  in strict  accordance with plans approved in writing by Lessor,  which
approval  shall not be  withheld,  delayed or  conditioned  unreasonably  and no
modifications,  additions or  alterations  will be made without  Lessor's  prior
written  consent,  which consent will not be unreasonably  withheld,  delayed or
conditioned.  Aesthetic  concerns will be deemed valid  reasons for  withholding

<PAGE>

consent.  All working  drawings for  Telecommunications  Equipment  Work will be
prepared  by Tenant at  Tenant's  expense  and will be  submitted  to Lessor for
approval.  All  Telecommunications  Equipment  Work  will be done in a good  and
workmanlike manner and as expeditiously as possible.  Tenant's  installation and
use of the  Telecommunications  Equipment  will be subject to the following (the
"Conditions"):

         (a) No  Telecommunications  Equipment may be installed without Lessor's
prior written  approval.  Lessor's  approval will not be unreasonably  withheld,
delayed or conditioned and, subject to the foregoing,  shall be given so long as
the work  complies  with the  plans  approved  by  Lessor  and  Tenant is not in
material  default under this Lease and so long as all other conditions set forth
in this Section are met.

         (b) Tenant will submit the working drawings for the  Telecommunications
Equipment Work and the  Telecommunications  Equipment to Lessor at least 20 days
before the date the Telecommunications Equipment Work is to commence.

         (c) Tenant will provide Lessor with evidence  reasonably  acceptable to
Lessor that the  Telecommunications  Equipment and the proposed  installation of
the same complies with all applicable laws,  ordinances,  rules and regulations,
and that  Tenant  has  obtained  any  licenses,  permits  or other  governmental
consents  or   approvals   required   for  the   installation   or  use  of  the
Telecommunications Equipment and the other Telecommunications Equipment Work.

         (d) Upon request,  Tenant will provide Lessor with evidence  acceptable
to Lessor that the Telecommunications Equipment is owned or leased by Tenant and
that the installation of the  Telecommunications  Equipment will comply with all
provisions of this Lease relating to alterations.

         (e)  Tenant  will  promptly  pay all  costs  of the  Telecommunications
Equipment  Work  and the  Telecommunications  Equipment  and  any  construction,
installation,  repair,  maintenance, or governmental approval or licensing costs
associated with the Telecommunications Equipment Work and the Telecommunications
Equipment.

         (f) Subject to Tenant's  right to self insure for loss or damage to its
own   property,   Tenant   will   provide   Lessor   with   evidence   that  the
Telecommunications  Equipment,  if owned by Tenant,  are insured  against  fire,
theft and other  risks  normally  covered  by an "all risk"  policy of  casualty
insurance,  and evidence that the Tenant's  liability  insurance  required under
this  Lease  applies  to all  of  the  Telecommunications  Equipment  and  their
installation, use, maintenance and repair.

         (g) Neither the Telecommunications Equipment nor its installation, use,
maintenance or repair shall:
<PAGE>

                  (i) be  disruptive  or  disturbing  by reason of  unreasonable
         noise,  vibration,  radio or electromagnetic  interference,  or similar
         cause, or to Lessor's operation or maintenance of the Premises,

                  (ii) be architecturally or aesthetically inharmonious with the
         Land or Building,

                  (iii) adversely affect the structural or mechanical  integrity
         of the Building or the operation or maintenance of the systems  serving
         the Building,

                  (iv) increase the insurance costs for the Building (except for
         costs to be paid solely by Tenant),

                  (v) endanger the safety or well-being of occupants or visitors
         to the Building.

         (h) Tenant  agrees to comply with and obtain all  necessary  approvals,
permits,  licenses, etc., required by the Federal Communications Commission (the
"FCC") and any other governmental  authorities  asserting  jurisdiction over the
installation  or  operation  of any of  Tenant's  Telecommunications  Equipment.
Tenant  warrants,  represents and agrees that the  installation and operation of
the  Telecommunications  Equipment shall in no way materially interfere with the
operation of any other Building system or telecommunications equipment system(s)
presently  in  operation  in or on the  Building  and  that  in the  event  such
interference  should  occur,  Tenant,  after  having  received  notice  of  such
interference,  will take  immediate  action to eliminate said  interference  and
restore the proper  operation of such  system(s) as required by law or directive
of the FCC. In the event that Tenant  fails to  eliminate  the  interference  as
required by law or directive of the FCC within a reasonable time, Lessor may, at
its  discretion,  (i) cure such  interference  and  thereafter  add the cost and
expense  incurred by Lessor  therefor to the next Monthly Rent to become due and
Tenant  shall pay said amount as  additional  Monthly  Rent,  or (ii) treat such
failure on the part of Tenant to eliminate said interference, as required by the
FCC within the time allotted by the FCC, as a default under this Lease.

         Tenant  agrees to indemnify  and hold Lessor  harmless from and against
any claims and expenses Lessor may incur arising from Tenant's failure to comply
with the  Conditions  or the rules and  orders  of the FCC with  respect  to the
installation  and operation of any of Tenant's  Telecommunications  Equipment or
Telecommunications Equipment system(s).

38.  Consent Not Unreasonably Withheld.

Wherever in the Lease Lessor's  consent is required or a determination  is to be
made by Lessor,  the  decision to consent or not to consent as well as any other
determination  shall be made by Lessor in good  faith,  and no consent  shall be
unreasonably  withheld,  delayed or conditioned,  unless  different  conditions,
standards  or  provisions  are  specifically   stated  in  this  Lease.   Tenant
acknowledges  that it shall not be unreasonable for Lessor to refuse to give its

<PAGE>

consent to any  request  if  consenting  would be a default by Lessor  under any
mortgage, ground lease or contract between Lessor and a third party, or if doing
so would be contrary to applicable law.  Wherever in the Lease Tenant's  consent
is required,  the decision to consent or not to consent  shall be made by Tenant
in good  faith,  and no  consent  shall be  unreasonably  withheld,  delayed  or
conditioned.

39.  Tenant's Due Diligence.

Lessor has  provided  Tenant with a copy of an existing  survey of the  Premises
together with copies of Lessor's Phase I environmental report and Lessor's title
insurance  policy.  Tenant  acknowledges  receipt of such items and  accepts the
condition of the Premises, Building and Land as represented therein.

Lessor and Tenant have executed this Lease to be effective as of the date stated
in the first paragraph of this Lease.

                                     LESSOR:

                                     MEPC AMERICAN PROPERTIES INC.


                                     By:       /s/ Peter Johnson
                                     Its:       Senior Vice President

                                     And

                                     By:       /s/ James D. Sant
                                     Its:         Vice President


                                     TENANT:

                                     HEALTH RISK MANAGEMENT, INC.

                                     By:    /s/ Gary T. McIlroy, M.D.


                                      (Please Print Name)
                                     Its:Chairman and CEO

                                     And
   
                                     By:   /s/ Thomas P. Clark


                                             (Please Print name)
                                     Its:Senior Vice President, Finance and CFO


<PAGE>

The  following  exhibits to the Lease are not being filed  herewith  but will be
provided to the Commission upon request:

Exhibit A  -  Premises
Exhibit B  -  Land
Exhibit C  -  Rules and Regulations
Exhibit D  -  Construction Management Fee
Exhibit E  -  Expenses Not Considered to be Operating Costs

<PAGE>

                               AMENDMENT OF LEASE

This  Amendment of Lease is entered into as of September 16, 1998 between MEPC O
& I, INC., a Delaware corporation,  ("Lessor") and HEALTH RISK MANAGEMENT, INC.,
a Minnesota corporation ("Tenant").

         A.       Tenant, as tenant, and MEPC American  Properties Inc. ("MEPC")
                  as  lessor,  entered  into a  Lease  dated  May 5,  1998  (the
                  "Lease"),    under   which   MEPC   leased   to   Tenant   the
                  office/warehouse  building  commonly  known  as the  Hampshire
                  Avenue  Technology  Center  ("Building")  to be located in the
                  City  of  Bloomington,   Minnesota,  containing  approximately
                  142,526 Square Feet of space,  as more fully  described in the
                  Lease.

         B.       Lessor is now the owner of the Building  and has  succeeded to
                  the  rights  and  interests  of MEPC as the  lessor  under the
                  Lease.

         C.       Lessor and Tenant want to amend the Lease in certain respects.

In  consideration  of the  above  facts  and  in  consideration  of  the  mutual
agreements  contained in this Amendment,  Lessor and Tenant agree that the Lease
is amended as follows:

          1.      This  Amendment  is  intended  to  supplement  and  amend  the
                  provisions  of  the  Lease.  To  the  extent  that  any of the
                  provisions  of  this  Amendment  are  inconsistent   with  the
                  provisions of the Lease, the provisions of this Amendment will
                  control.  Except as otherwise provided in this Amendment,  the
                  terms  defined in the Lease will have the same  meanings  when
                  used in this Amendment.

         2.       Section 1 (c) of the Lease is amended to read as follows:

                  "Term" means the period beginning on the Commencement Date and
                  ending on the last day of the calendar month in which the date
                  occurs  which is  eleven  (11)  years  after the date on which
                  Lessor no longer has any  obligation  for Holdover  Rent under
                  Section 2 of this Lease.

         3.       Section 1 (f) of the Lease is amended to read as follows:

                  "Monthly Base Rent" means the following amounts:

          Lease Year                Monthly Base Rent          Rate/Square Foot
         1 through 6                 $122,929.00                     $10.35
         7 through 11                $133,618.00                     $11.25
        12 through 16                $133,618.00                     $11.25


<PAGE>

         4.       Section 13 of the Lease is amended to read as follows:

                  Signs:  Tenant  will not  place  or  permit  any  signs on the
                  exterior or windows of the Building, or within the Premises if
                  visible from the exterior of the Building, except for building
                  standard  signage on the brick  exterior above the front entry
                  to Tenant's Premises in the Building unless Tenant shall first
                  obtain  Lessor's   approval,   which  approval  shall  not  be
                  withheld,  delayed or conditioned unreasonably.  Upon approval
                  by Lessor (which  approval  shall not be withheld,  delayed or
                  conditioned  unreasonably)  and by the  City  of  Bloomington,
                  Lessor shall at its sole expense, construct a monument sign on
                  the Land and Tenant, at its sole expense, shall have the right
                  to construct and maintain signage to the monument.

         5.       Section 35 (c) is amended to change the Monthly  Base Rent for
                  the Renewal Period from $127,680.00 to $133,618.00.

         6.       Section 36 paragraph 2 is amended as follows:

                  (a)      to expand the  definition of Tenant  Improvements  to
                           include Tenant's  out-of-pocket moving and relocation
                           expenses, which shall include, but not be limited to:
                           space  planning;  space design;  project  management;
                           consultants;    and    relocating,    rewiring    and
                           reprogramming of telecommunications, computer systems
                           and  networks  and  other  furniture,   fixtures  and
                           equipment owned or leased by Tenant;

                  (b)      to allow Tenant the right to provide and install,  at
                           its expense,  an  uninterruptable  power supply (UPS)
                           and  a  power   generator   pursuant   to  plans  and
                           specifications approved in advance by Lessor;

                  (c)      to increase  the Tenant  Improvement  Allowance  from
                           Twenty Five and no/100 Dollars ($25.00) to Thirty two
                           and no/100 Dollars ($32.00) per Square Foot.

          1.      Section 36  Paragraph  3,  referencing  an  additional  Tenant
                  Improvement  Allowance  upon  Tenant's  election to extend the
                  Term, is hereby deleted.

          2.      Except as  expressly  amended  in this  Amendment,  all of the
                  terms of the Lease are ratified and affirmed.

Lessor and Tenant have  executed  this  Amendment as of the date written  beside
their respective signatures below.


<PAGE>

                           Lessor:

                           MEPC AMERICAN PROPERTIES INC.



                           By:  /s/ Peter Johnson
                           Its:       Senior Vice President

                           And


                           By:   /s/ Richard Weiblen
                           Its:         Vice President

                           TENANT: HEALTH RISK MANAGEMENT, INC.


                           By: /s/ Gary T. McIlroy, M.D.
                           Its: Chairman and CEO

                           And

                           By: /s/ Thomas P. Clark
                           Its: CFO