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                                                                     EXHIBIT 10A

                                                                    May 15, 1997


                                    MINUTES
                                       OF
                                 ANNUAL MEETING
                                       OF
                                  SHAREHOLDERS

          The Annual Meeting of Shareholders of the Corporation was held at the
Radisson Plaza Hotel, Minneapolis, Minnesota, on May 15, 1997.  A Notice of
Annual Meeting and Proxy Statement were mailed on or about April 8, 1997 to each
shareholder of record on March 24, 1997.

          Thomas G. Hudson, President, Chief Executive Officer and Director of
the Corporation, convened the meeting at 10:00 a.m.  Mr. Hudson began the
meeting by introducing the other directors present, Erwin A. Kelen, Lawrence
Perlman, and John A. Rollwagen, and the executive officers of the Corporation.
Mr. Hudson also introduced Mark Goodburn, a partner of KPMG Peat Marwick, the
Corporation's independent auditor, and stated that Mr. Goodburn would be
available to answer questions at the conclusion of the meeting.  Mr. Hudson
reported that a majority of the outstanding shares of Common Stock on March 24,
1997, the record date for the meeting, were represented by proxy and,
accordingly, a quorum was present.  Mr. Hudson indicated that the minutes from
the previous Annual Meeting of Shareholders were available for inspection and
appointed Jeffrey A. Bertelsen and Suzanne M. Nelson as inspectors for the
purpose of counting ballots.

          Mr. Hudson first addressed the election of directors for the coming
year and indicated that each of Messrs. Hudson, Kelen, Perlman, and Rollwagen
were standing for re-election.  Mr. Hudson asked if there were any other
nominations and, there being none, the nominations were closed.  Mr. Hudson then
stated that the remaining three items on the agenda, as set forth in the Notice
and discussed in the Proxy Statement, were:

          (i) to approve the proposed amendment to the 1992 Stock Award Plan to
     increase the number of shares authorized for issuance thereunder from
     4,350,000 to 5,400,000;

          (ii) to approve the proposed amendment to the 1992 Employee Stock
     Purchase Plan to increase the number of shares authorized for issuance
     thereunder from 450,000 to 500,000 and to modify the definition of
     "affiliate" as used in the Plan to allow the Board of Directors discretion
     in determining which affiliates of the Company (and, therefore, their
     employees) will be eligible to participate in the Plan;
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                                                                    May 15, 1997


          (iii) to ratify and approve the appointment of KPMG Peat Marwick as
     independent auditors for the year ending December 31, 1997.

          Mr. Hudson opened the meeting for questions on the proposals and,
there being none, requested shareholders desiring to vote in person to provide
their ballots to the inspectors of election and directed the inspectors to
tabulate the votes.

          Mr. Hudson then explained that over 68% of the shares voted had voted
in favor of each item on the agenda.  As no one voted in person, Mr. Hudson
declared that each item had passed and, there being no further business to come
before the meeting, Mr. Hudson adjourned the meeting.

                                 Respectfully submitted,
 

                                 /s/  Jeffrey A. Bertelsen
                                 -------------------------
                                 Jeffrey A. Bertelsen,
                                 Assistant Secretary

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