<PAGE>   1


                      AMENDED AND RESTATED LEASE AGREEMENT


                  THIS AMENDED AND RESTATED LEASE AGREEMENT, made and entered
into on this 12th day of December, 1996, by and between Donald A. Dunham, Jr.,
(hereinafter referred to as "Landlord") and Service One International
Corporation, a Delaware corporation, having its principal place of business in
Sioux Falls, South Dakota, (hereinafter collectively referred to as "Tenant").


         WHEREAS, Landlord and Tenant have entered into a Net Lease Agreement on
September 23, 1996; and


         WHEREAS, the Landlord and Tenant now hereby agree to amend such Lease
Agreement by entering into this Amended and Restated Lease Agreement dated this
12th day of December, 1996.


                                   ARTICLE 1.
                                 LEASED PREMISES


a.       Description of Premises. Landlord hereby leases and demises to Tenant
         and Tenant hereby accepts and leases from Landlord, on the terms and
         conditions hereinafter set forth, that certain real property and
         building, fixtures, and other related improvements located in Minnehaha
         County, South Dakota, on land which is more particularly described as
         follows:


                  Lot A, Tract 1, Tickman Addition to Sioux Falls, Minnehaha
                  County, South Dakota,


                  also known as 3401 North Louise Avenue, Sioux Falls, South
                  Dakota.


         and hereinafter in this Lease called the "Premises". The Premises
         consist of an area of approximately 149,410 square feet with an
         existing building located thereon of approximately 15,200 square feet
         ("Initial Building"). As set out in paragraph 1(c), Landlord shall
         construct an additional building on the Premises consisting of a
         building of 15,000 square feet ("Additional Building").


b.       Quiet Enjoyment. Landlord covenants and agrees that so long as Tenant
         is not in default under the terms of this Lease, Tenant shall have
         quiet and peaceful possession of the Premises and shall enjoy all of
         the rights granted without interference.


c.       Construction of Additional Building. Landlord shall erect on the
         Premises a 15,000 square foot building ("Additional Building") except
         such portions thereof as Tenant is to furnish as hereinafter set out.
         The Additional Building shall be built in accordance with plans and
         specifications (the "Plans and Specifications") as agreed to by the
         parties hereto. The Plans and Specifications are hereby incorporated
         herein by reference as Exhibit A. Landlord's completion of its portion
         of the construction of the Additional Building shall

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         be on or before the date set forth in the Plans and Specifications and
         such construction shall be done in a good and workmanlike manner in
         full compliance with the building laws and ordinances applicable
         thereto, in order to receive a certificate of occupancy, and in
         compliance with all other governmental laws, or ordinances, regulations
         and requirements. Any delay in the completion of the Additional
         Building thereof shall defer the payment obligation for the Additional
         Building as set forth in paragraph 3.(a) Tenant shall furnish and
         install the equipment, machinery, and furnishings at its own expense
         and in accordance with the Plans and Specifications. Such equipment,
         machinery, and furnishings shall be furnished and installed by Tenant
         as soon as can reasonably be done after the Additional Building has
         been completed by Landlord. All Tenant's work shall be done in a good
         and workmanlike manner and in accordance with all city building codes.
         Landlord is under no obligation to make any structural or other
         alterations, decoration, additions or improvements in or to the
         Premises except as expressly set forth in the Plans and Specifications.
         Tenant shall have the right to make changes from time to time in the
         Plans and Specifications by submitting to Landlord revised plans and
         specifications (herein called the "Revisions"). Upon timely receipt of
         any Revisions, Landlord shall submit the Revisions for Performance to
         the contractors performing the trade or trades involved in the
         Revisions, and if so requested by Tenant, obtain proposed Bids from
         those contractors before embarking on such performance. The cost of any
         Revisions shall be included in the Base Rent as agreed to by the
         Landlord and Tenant. Landlord shall have the right to reject any
         Revisions which would delay the Additional Building Rent Commencement
         Date of this Lease unless, in conjunction therewith, Tenant agrees to
         pay rental for the Additional Building of the date the Additional
         Building Rent Commencement Date would have occurred but for the
         completion of the Revisions.


d.       Preparation of Premises. Tenant shall take and accept the Premises,
         including the Initial Building in its "as is" condition. "As is" shall
         mean in tenantable condition so that the lights, front and rear doors,
         HVAC, plumbing and water heater are in working or operating condition.
         Taking of possession of the Initial Building by Tenant shall be
         conclusive evidence that the Initial Building, was, on that date, in
         good, clean and tenantable condition as represented by Landlord. Tenant
         acknowledges that, except as provided herein, no representations as to
         the repair of the Premises or Initial Building or promises to alter,
         remodel or improve the Premises or Initial Building have been made by
         Landlord.


e.       Signs. Tenant shall be allowed to install exterior signage, containing
         Tenant's name and logo on the exterior of the Premises as well as a
         free standing exterior sign at the entrance to the Premises, such
         signage not to exceed the Premises allowable signage per code or
         ordinance. All exterior signage shall comply with local codes and
         ordinances and be approved by Landlord, which approval shall not be
         unreasonably withheld or delayed. It is understood that Tenant will pay
         for the signage and that Landlord, if requested, will use its best
         effort to assist Tenant in securing required approvals, provided Tenant
         will promptly reimburse Landlord for any monies expended for this
         purpose.

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                                   ARTICLE 2.
                                      TERM


The Initial term of this Lease shall be for a period of Fifteen (15) years
commencing on September 23, 1996 ("Commencement Date") and ending September 30,
2011.


                                   ARTICLE 3.
                                      RENT


a.       Base Rent. Until such time as the Additional Building is completed and
         delivered to the Tenant, Tenant covenants and agrees to pay to
         Landlord, Base Rent of $11,875.00 per month for the Premises, including
         the Initial Building. If the Lease Commencement Date is not on the
         first of the month, the Base Rent for the first month shall be
         prorated. At the time of the completion of the Additional Building
         ("Completion Date"), Tenant covenants and agrees to pay to Landlord, at
         Landlord's address specified herein or at such place as may be
         designated by Landlord from time to time without any prior demand
         therefor, and without any deduction or offset whatsoever, an annual
         Base Rent of $285,000 from the Completion Date to September 30, 2006,
         of which Tenant shall pay to Landlord, monthly, in advance on the first
         day of each and every month an amount equal to Twenty Three Thousand
         Seven Hundred Fifty and no/100ths ($23,750.00). If the completion of
         the Additional Premises is not completed on the first of the month, the
         first month's Base Rent subsequent to the Completion Date shall be
         prorated.


         For the purposes of this Lease, the Completion Date shall be defined as
         such date three weeks from the date the Landlord has completed all of
         the work required by Landlord as set out in the Plans and
         Specifications which will allow a temporary certificate of occupancy to
         be issued by the city upon completion of Tenant's work under the Plans
         and Specifications, and the Additional Building has been delivered to
         the Tenant, or the date Tenant commences operation in the Additional
         Building, whichever occurs first.


b.       Base Rent Adjustment. Beginning October 1, 2006, and continuing until
         September 30, 2011, the annual Base Rent as set forth in paragraph 3a
         will be increased to $327,750, in which Tenant shall pay to Landlord,
         monthly, in advance on the first day of each and every month an amount
         equal to twenty-seven thousand three hundred twelve and 50/100th
         ($27,312.50).


c.       Additional Rent. Except as otherwise herein provided, and nothing
         herein shall require Tenant to make any payments for any liens or
         encumbrances or mortgage encumbering the Premises, it is the intent of
         Landlord and Tenant that the Base Rent set forth above shall be on a
         triple net basis, as that term is used and understood in connection
         with the leasing of real property. Accordingly, as additional rental
         hereunder, Tenant shall pay, directly to the appropriate authorities,
         during the term of this Lease, subject to proration to the date of
         commencement and termination of the term hereof, all taxes,
         installments of special assessments, gross receipts taxes and taxes on
         rentals (other than income taxes)

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         relating to the Premises; the costs of heating, cooling, utilities;
         insurance (including but not limited to liability insurance and fire
         and casualty insurance with rental abatement endorsement, boiler and
         pressure vessel insurance; and owners protective liability insurance),
         security, snow removal, landscaping, janitorial and cleaning services;
         fees for professional services; charges under maintenance and service
         contracts; all supplies purchased for use in the Premises; maintenance
         and repair costs as hereinafter set forth; any equipment rental,
         altering, maintaining and repairing the Premises, and any other
         expenses or charges of any kind, general or special, foreseen or
         unforeseen, of any nature whatsoever, which during the term of this
         Lease shall be levied, assessed or imposed by any governmental
         authority upon or with respect to, or incurred in connection with, the
         possession, occupation, operation, alteration, maintenance, repair and
         use of the Premises, it being intended that this Lease shall result in
         a rental to be paid to Landlord without additional cost to Landlord or
         diminution or offset thereto in the monthly base amount specified in
         Article 3(a) above.


                                   ARTICLE 4.
                        TAXES, ASSESSMENTS AND UTILITIES


a.       Taxes and Assessments. Tenant covenants and agrees to pay and
         discharge, directly to the appropriate Governmental authorities, as
         additional rental hereunder, at least ten (10) days before delinquency
         thereof and before any penalties or interest shall accrue thereof, all
         taxes of any kind, general or special, foreseen or unforeseen, of any
         nature whatsoever, and installments thereof which may be taxed,
         charged, levied, assessed or imposed from and after the commencement of
         the term hereof upon all or any portion of, or in relation to the
         Premises, including the improvements at any time situated or erected
         thereof, and all personal property and equipment at any time contained
         therein.


b.       Tenant's Right to Contest Validity. Landlord agrees that Tenant shall
         have the right, in Tenant's or Landlord's name, but at Tenant's sole
         cost and expense, to contest the validity of any tax or assessment by
         appropriate proceedings, timely instituted, provided that (a) Tenant
         gives Landlord written notice of Tenant's intention to do so at least
         twenty (20) days prior to the delinquency thereof and (b) Tenant
         diligently prosecutes any such contest, at all times effectively stays
         or prevents any official or judicial sale of the Premises, under
         execution or otherwise, pays any final judgment enforcing any tax or
         assessment so contested, and promptly procures and records satisfaction
         thereof. Landlord shall, if requested by Tenant, cooperate with Tenant
         in any such proceedings; provided, however, that Landlord shall not be
         liable for any expenses whatsoever in connection therewith, and Tenant
         shall protect and indemnify Landlord against all loss, cost, expense,
         attorney's fees or damages resulting therefrom.


c.       Other Taxes. If at any time during the term of this Lease under the
         laws of the United States, the State of South Dakota or any political
         subdivision thereof in which the Premises are situated, a tax or excise
         on rent or any other tax, however described, is

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<PAGE>   5


         levied or assessed by any political body against Landlord on account of
         rentals payable to Landlord hereunder, such tax or excise shall
         likewise be paid by Tenant.


d.       Utilities. Tenant shall pay or cause to be paid all charges for water,
         gas, sewer, electricity, light, heat, air conditioning, power,
         telephone or other service of any kind whatsoever submitted, rendered
         or supplied in connection with the Premises, and shall contract for the
         same in Tenant's own name.


                                   ARTICLE 5.
                                 USE OF PREMISES


a.       Restrictions on Use. The Premises are leased to Tenant for the purpose
         of Tenant conducting its financial/credit card processing operations or
         for any other lawful purpose. Tenant waives any and all rights to
         terminate this Lease for any reason due to frustration of the intended
         use or purposes thereof. Tenant shall not do anything in or about the
         Premises which will in any way tend to increase insurance rates for the
         Premises. Tenant agrees to pay as additional rent any increase in
         premiums for insurance against loss by fire or extended coverage risks
         resulting from the business carried on in the Premises by Tenant.
         Tenant shall not suffer or permit any waste of the Premises during the
         term of this Lease.


b.       Hazardous Waste. Tenant shall not install, use, generate, store or
         dispose of in or about the Premises any hazardous substance, toxic
         chemical, pollutant or other material regulated by the Comprehensive
         Environmental Response, Compensation and Liability Act of 1985 or in
         any South Dakota statute, rule, or regulation or any similar law or
         regulation (including without limitation any material containing
         asbestos or PCB) without Landlord's written approval of each such
         substance. Landlord shall not unreasonably withhold its approval of use
         by Tenant of immaterial quantities of such substances customarily used
         in its business operations, so long as Tenant uses such substances in
         accordance with applicable laws. Tenant shall indemnify, defend and
         hold Landlord harmless from and against any claim, damage or expense
         arising out of Tenant's installation, use, generation, storage, or
         disposal of any such substance, regardless of whether Landlord has
         approved the activity.


         Landlord represents that, prior to the Commencement Date, to the best
         of its knowledge, there has been no installation, use, generation,
         storage or disposal of in or about the Premises any hazardous
         substance, toxic chemical, pollutant or other material regulated by the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1985 or in any South Dakota statute, rule, or regulation or any similar
         law or regulation (including without limitation any material containing
         asbestos or PCB). Landlord shall indemnify, defend and hold Tenant
         harmless from and against any claim, damage or expense arising out of
         such prior installation, use, generation, storage, or disposal of any
         such substance of which Landlord had knowledge.

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c.       Subsequent to the completion of the Additional Premises, Landlord shall
         provide a minimum of 181 parking spaces adjacent to the Premises as
         shown on the site plan attached as Exhibit B.


                                   ARTICLE 6.
                      MAINTENANCE, REPAIRS AND ALTERATIONS


a.       Maintenance and Repairs. The Premises and every part thereof shall be,
         at the Commencement Date, in good order, condition and repair. Landlord
         at its cost shall be responsible for the repair and replacement of all
         of the structural elements and exterior surfaces of the Premises
         including roof, roof membrane and roof covering, walls, concrete slab,
         footings, electrical and plumbing exterior to the building, heating,
         ventilating and air conditioning system at Landlord's sole expense as
         and when necessary. Tenant shall maintain the heating, ventilation and
         air conditioning and maintain, repair and replace interior walls,
         interior ceiling, painting, floor coverings, plate glass and doors at
         Tenant's sole expense. Tenant shall, at its own cost and expense,
         provide and maintain landscaping, if any, on the Premises. Tenant
         agrees to keep and maintain the Premises and the fixtures and equipment
         therein in first class, properly functioning, safe, orderly and
         sanitary condition, will suffer no waste or injury thereto, and will at
         the expiration or other termination of the Term of this Lease,
         surrender the same with all improvements in the same order and
         condition in which they were on the Commencement Date, or in such
         better condition as they may hereafter be put, ordinary wear and tear
         and casualty damage to the extent covered by insurance excepted. All
         alterations, decorations, additions or improvements in or to the
         Premises made by Tenant shall become the property of Landlord upon
         expiration of the term and shall remain upon and be surrendered with
         the Premises as a part thereof without disturbance or injury, unless
         Landlord requires specific items thereof to be removed by Tenant at
         Tenant's sole expense, in which event Tenant shall do so prior to the
         expiration of the term at its expense, and shall repair any damage
         caused thereby. Notwithstanding the foregoing, if Tenant is not in
         default in the performance of any of its obligations under this Lease,
         if any and all damage resulting therefrom be repaired, and Tenant shall
         post such security with respect thereto as Landlord may reasonably
         request, Tenant shall have the right to remove, during the last 90 days
         of the term of this Lease, all movable furniture, equipment,
         furnishings or trade fixtures installed in the Premises at the direct
         expense of Tenant, provided the same is completed with no damage to the
         Premises.


b.       Alteration. Subject to the prior written consent of Landlord, which
         shall not be unreasonably withheld, Tenant shall have the right to make
         such additions, alterations, changes or improvements to the Premises as
         Tenant shall deem necessary or desirable; provided, however, that no
         such addition, alteration, change or improvement shall be made which
         will weaken the structural strength of, lessen the value of, interfere
         with or make inoperable, any portion of the Premises or appurtenances
         thereto or change the architectural appearance of the Premises. All
         additions, alterations, changes and improvements shall be made in a
         workmanlike manner, in full compliance with all

                                      -6-


<PAGE>   7

         building laws and ordinances applicable thereto, and when permitted to
         be made shall become a part of the Premises and shall be surrendered as
         a part of the Premises upon the termination of this Lease.


c.       Non-Liability of Landlord. Landlord shall not be obligated to maintain
         nor to make any repairs or replacements of any kind, nature or
         description whatsoever to the Premises, except as provided specifically
         herein, and Tenant expressly waives all rights to make repairs at
         Landlord's expense under any law now or hereinafter enacted.


d.       Tenant Self-Help. If Landlord shall default in the performance or
         observance of any agreement or condition in this Lease contained on its
         part to be performed or observed, and if Landlord shall not cure such
         default within ten (10) days after notice from Tenant specifying the
         default (or, if said default is not reasonably capable of cure within
         ten (10) days, shall not within said period commence to cure such
         default and thereafter prosecute the curing of such default to
         completion with due diligence), Tenant may at its option, without
         waiving any claim for damages for breach of agreement, at any time
         thereafter cure such default for the account of Landlord, and any
         amount paid or any contractual liability incurred by Tenant in so doing
         shall be deemed paid or incurred for the account of Landlord, and
         Landlord agrees to reimburse Tenant therefor or save Tenant harmless
         therefrom; provided that Tenant may cure any such default as aforesaid
         prior to the expiration of said waiting period, but after said notice
         to Landlord if the curing of such default prior to the expiration of
         said waiting period, is reasonably necessary to protect the Premises or
         Tenant's interest therein to prevent injury or damage to persons or
         property, or to enable Tenant to conduct its business in the Premises.
         If Landlord shall fail to reimburse Tenant upon demand for any amount
         paid for the account of Landlord hereunder or for any other sum payable
         to Tenant pursuant to this Lease, said amount plus interest thereon at
         an annual rate of 2% in excess of the Prime Rate of Norwest Bank
         Minneapolis N.A., but in no event greater than the maximum legal rate
         of interest, from the date of demand upon Landlord for payment, may be
         deducted by Tenant from the next or any succeeding payments of Base
         Rent or any additional rent or other sum due hereunder. Notwithstanding
         anything to the contrary contained in this Lease, in the case of
         emergency, notices required pursuant to this Article may be given
         orally, or in any other reasonably due and sufficient manner having
         regard to the emergency and the attending circumstances. If any such
         notice shall not be given in the manner described in Article 20 hereof,
         then, as soon thereafter as may be practicable, such notice shall be
         followed-up by notice given in the manner described in said Article.
         The addresses provided in Article 20 for notices to a party may be
         changed by the party receiving, such notice by written notice to the
         other party.

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<PAGE>   8


                                   ARTICLE 7.
                          LANDLORD'S ACCESS TO PREMISES


a.       Inspection of Premises by Landlord. Tenant agrees to permit Landlord
         and the authorized representatives of Landlord to enter the Premises at
         all reasonable times during usual business hours for the purposes of:
         (a) inspecting same, (b) making such repairs or reconstruction to the
         Premises permitted to be made by Landlord, and (c) performing any work
         therein which may be necessary by reason of Tenant's default under the
         terms of this Lease, (d) decorating, remodeling, repairing, altering,
         or otherwise preparing the Premises for reoccupancy at any time after
         Tenant abandons the Premises for a continuous period of thirty (30)
         days, provided that Tenant shall not be considered to have abandoned
         the Premises so long as the Premises are kept in clean and orderly
         fashion and rent is paid in accordance with the terms hereof, and (e)
         entering the Premises without notice for emergency purposes. For said
         purposes, Landlord shall have the right to possess pass keys to the
         Premises. Nothing herein contained shall imply any duty on the part of
         Landlord to do any such work which, under the provisions of this Lease,
         Tenant is required to perform, and the performance thereof by Landlord
         shall not constitute waiver of Tenant's default in failing to perform
         the same. Landlord may, during, the performance of any work on the
         Premises, keep and store upon the parking area of or within the
         Premises all necessary materials, tools and equipment. Landlord shall
         not in any event be liable for any reasonable inconvenience, annoyance,
         disturbance, loss of business or other damage sustained by Tenant
         during the making of repairs or the performance of any work on the
         Premises, or on account of bringing materials, supplies, and equipment
         into or through the Premises during the course thereof. In the event
         Landlord makes any repairs or maintenance which Tenant has failed to do
         or perform, the cost thereof shall constitute additional rent and shall
         be paid to Landlord with the next installment of the monthly Base Rent
         due hereunder.

b.       Right to Exhibit Premises. Landlord is hereby given the right during
         usual business hours to enter the Premises and to exhibit the same for
         the purpose of sale or mortgage, and during the last six (6) months of
         the term of this Lease, or any extension thereof, to exhibit the same
         to any prospective Tenant.


                                   ARTICLE 8.
                                MECHANIC'S LIENS


         Tenant shall not suffer or permit any mechanic's liens to be filed
against the Premises or any part thereof by reason of work, labor, services, or
materials supplied or claimed to have been supplied to Tenant or anyone holding
the Premises or any part thereof through or under Tenant. If any such mechanic's
liens shall at any time be filed against the Premises, Tenant shall cause the
same to be discharged of record within sixty (60) days after the date of filing
the same. If Tenant shall fail to discharge such mechanic's lien within such
period, then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same either by paying the
amount claimed to be due or by procuring the discharge of such lien

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<PAGE>   9

by deposit in court or by giving security or in such other manner as is or may
be prescribed by law. Any amount paid by Landlord for any of the aforesaid
purposes, and all reasonable legal and other expenses of Landlord, including
reasonable attorneys' fees, in or about procuring the discharge of such lien,
with all necessary disbursements in connection therewith, with interest thereon
at the rate of eighteen percent (18%) per annum from the date of payment shall
be repaid by Tenant to Landlord on demand, and if not so paid shall become due
and payable by Tenant as additional rent with the next succeeding installment of
monthly base rent which shall become due after such demand. Nothing herein
contained shall imply any consent or agreement on the part of Landlord to
subject Landlord's estate to liability under any mechanic's lien law.


                                   ARTICLE 9.
                              COMPLIANCE WITH LAWS


a.       Generally. Tenant shall through the term, at Tenant's sole cost and
         expense, promptly comply with all laws and ordinances, and the orders,
         rules, regulations and requirements of all Federal, State and municipal
         governments and appropriate departments, commissions, boards and
         offices thereof, foreseen or unforeseen, existing or hereafter
         constituted, ordinary as well as extraordinary, which may be applicable
         to the Premises, or the use or manner of use of the Premises; provided,
         however, that in any event any such law, ordinance, order, rule or
         regulation requires structural repairs or alterations to the Premises,
         such repairs or alterations shall be at the expense of Landlord as
         provided in Article 6(a) herein. Tenant will likewise observe and
         comply with the requirements of all policies of public liability, fire
         and all other policies of insurance at any time in force with respect
         to the building and improvements on the Premises and the personal
         Property thereof.


b.       License. Tenant shall obtain all appropriate licenses required from all
         Federal, State, and municipal governments, if any, needed to operate
         its business on the Premises and Tenant shall be responsible to
         maintain such licenses, as long as the Lease is in effect.


c.       Non-Compliance. Landlord agrees that if at any time or times any
         governmental authorities or insurance rating bureaus having
         jurisdiction shall complain that the Premises or the Buildings were not
         constructed in compliance with any law, ordinance or regulation of any
         governmental authority or insurance rating bureau having jurisdiction
         and shall request compliance, then Landlord shall, upon receipt of
         notice of such complaint, cause such repairs, alterations or other work
         to be done so as to bring about the compliance requested. If by reason
         of such failure of compliance or by reason of such repairs, alterations
         or other work done by Landlord, Tenant shall be deprived of the use and
         enjoyment of the whole or any part of the Premises, all base rent and
         other sums payable hereunder shall abate on a per diem basis in
         proportion to said deprivation. If at any time during the term of this
         Lease, any person claiming a prior right to Tenant or any governmental
         authority shall cause an injunction to be entered against Tenant
         restricting Tenants using or enjoying the Premises or any rights of
         Tenant under this Lease, and if said injunction shall not be dismissed
         within sixty (60) days after Tenant shall give

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<PAGE>   10


         Landlord notice thereof, then Tenant, without waiving any other rights
         Tenant may have against Landlord on account thereof (including, without
         limitation, the right to an abatement of all rent payable hereunder so
         long as said injunction shall remain in effect), may terminate this
         Lease by giving Landlord notice thereof.


                                   ARTICLE 10.
                           INDEMNIFICATION OF LANDLORD


         Tenant agrees to indemnify and hold harmless Landlord against and from
any and all claims by or on behalf of any person, arising from the conduct or
management of, or from any work or thing whatsoever done, in and on the Premises
and will further indemnify and save Landlord harmless against any and from any
and all claims arising during the term of this Lease from any condition of any
street, curb, or sidewalk adjoining the Premises, or of any vaults, passageways
or space therein or appurtenant thereto, or arising from any breach or default
on the part of Tenant in performance of any covenant or agreement on the part of
Tenant to be performed, pursuant to this Lease, or arising from any act or
negligence of Tenant or any other occupant of the Premises, or any part thereof,
or of its or their agents, contractors, servants, employees or licensees, or
arising from any accident, injury or damage whatsoever caused to any person or
property occurring during the term of this Lease in or about the Premises, or
upon or under the sidewalks and the land adjacent thereto, and from and against
all judgments, costs, expenses and liabilities incurred in or about any such
claim or action or proceeding brought therein except as such claims or
liabilities are the result of the negligence of the Landlord, and in case any
action or proceeding be brought against Landlord by reason of any such claim,
Tenant upon notice from Landlord covenants to resist or defend such action or
proceeding by counsel reasonably satisfactory to Landlord.


                                   ARTICLE 11.
                                    INSURANCE


a.       Fire and Extended Coverage. Tenant shall, as additional rent, at its
         sole cost and expense, keep the Premises, including all improvements,
         personal property, fixtures and equipment on, in or appurtenant to the
         Premises at the commencement of the term and thereafter erected thereon
         or therein, including all alterations, rebuildings, replacements,
         changes, additions and improvements, fully insured for replacement
         value which the parties agree is $2,500,000.00 at the inception of this
         Lease, for the benefit of Landlord and Tenant as their respective
         interests may appear, against loss or damage by fire and those perils
         included from time to time in the standard form of extended coverage
         insurance endorsement. All such insurance shall be in amounts at all
         times sufficient to prevent Landlord or Tenant from becoming a
         co-insured under the terms of the applicable policy. These insurance
         provisions shall in no way limit or modify any of the obligations of
         Tenant under any provision of this Lease to restore the Premises. Such
         insurance shall expressly provide that any losses thereunder shall be
         adjusted with Landlord and Tenant pursuant to a standard clause,
         without contribution, if obtainable, and Landlord and Tenant, as their
         respective interests may appear, but the proceeds of such insurance
         shall

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<PAGE>   11

         be used for the repair, replacement or restoration of the Premises, as
         provided by Article 12.


b.       Liability Insurance. Tenant shall also, at its sole cost and expense,
         but for the benefit of Landlord and Tenant, maintain comprehensive
         general liability insurance against claims for personal injury, death
         or property damage occurring upon, in or about the Premises, which
         insurance shall afford protection of not less than Three million five
         hundred thousand dollars ($3,500,000) with respect to injury, or death
         to a single person, of not less than Three million five hundred
         thousand dollars ($3,500,000) with respect to injuries or death from
         any one accident, and of not less than Two million five hundred
         thousand dollars ($2,500,000) with respect to property damage.


c.       General Requirements. All policies of insurance maintained by Tenant in
         accordance with this Article 11 shall be subject to and governed by the
         following:


                  i.       All policies of insurance shall provide that any loss
                           shall be payable in the event that, and
                           notwithstanding, any act or omission of Tenant might
                           otherwise result in a forfeiture or reduction of said
                           insurance and shall contain a waiver of any right to
                           subrogation.


                  ii.      All policies of insurance and the form thereof shall
                           be subject to approval in writing by Landlord. A
                           certificate of insurance shall be delivered to
                           Landlord at the commencement of the term and renewal
                           certificates policies shall be delivered to Landlord
                           not less than ten (10) days prior to the expiration
                           of any then current policy. Landlord shall be named
                           as an additional insured.


                  iii.     It is the intention of the parties that Tenant shall
                           take out, maintain in force and at all times pay for
                           and deliver to Landlord all of the policies of
                           insurance hereinabove referred to at such times and
                           in such manner so that Landlord shall at all times
                           during the term be in possession of paid up policies
                           which are in full force and effect.


                  iv.      Each such policy shall provide that it may not be
                           canceled, non-renewed, or materially modified as to
                           the interest of Landlord, except upon thirty (30)
                           days' prior written notice from the insurance company
                           to Landlord.


                  v.       Tenant shall not violate or permit any occupant of
                           the Premises to violate any of the conditions or
                           provisions of any such policy.


                  vi.      Tenant and Landlord shall cooperate in connection
                           with the collection of any insurance monies that may
                           be due in the event of loss, but at the sole expense
                           of Tenant, and Tenant shall execute and deliver to
                           Landlord such

                                      -11-


<PAGE>   12

                           proof of loss and other instruments as may be
                           required for the purpose of obtaining the recovery of
                           any such insurance monies.


                  vii.     The premiums of all transferable insurance policies
                           in force at the termination of the term shall be
                           apportioned as between Landlord and Tenant in such
                           manner that Landlord shall reimburse Tenant for that
                           portion of the aggregate premiums unearned on all
                           such policies in force at the expiration of the term.


d.       Waiver of Claims and Subrogation. Notwithstanding any other provisions
         in this Lease to the contrary, Landlord and Tenant hereby release one
         another from any and all liability or responsibility (to the other or
         anyone claiming through or under them by way of subrogation or
         otherwise) for any loss or damage covered by property insurance or
         coverable by a customary policy of the insurance required by Article
         11(a) or Article 11(b) (whichever is applicable), even if such loss or
         damage shall have been caused by the fault or negligence of the other
         party, or anyone for whom such party may be responsible.


                                   ARTICLE 12.
                                   DESTRUCTION


a.       Partial or Total Destruction. In the event that the Premises shall be
         damaged during the initial term of this Lease or at any time during an
         extended term of this Lease so that fifty (50%) percent of the usable
         space of the Premises shall be rendered unusable, Landlord shall have
         the option of terminating this Lease unless Tenant agrees to continue
         to pay the rent set forth in the Lease and agrees to restore the
         Premises with the insurance proceeds. Regardless of whether such damage
         is due to the fault, negligence, act or omission of Tenant, its
         employees, agents or servants, licensees or invitees, Tenant shall also
         have the option of terminating this Lease if there are insurance
         proceeds available for the benefit of the Landlord. Upon termination by
         either party, Landlord shall retain the right to receive payments under
         the business interruption insurance as provided for in Article 11
         herein for the balance of the term of this Lease Agreement. In the
         event of a total or partial destruction of the Premises or any portion
         thereof during the term of this Lease by any cause or risk including
         those covered by any policy of insurance referred to in Article 11
         above, Tenant shall give to Landlord prompt notice thereof and Tenant,
         as long as it continues to pay the rent set forth in the Lease, shall
         notwithstanding the foregoing, have the option, at its sole cost and
         expense, whether or not insurance proceeds shall be sufficient for that
         purpose, and regardless of the amount of any such destruction, to
         forthwith repair, replace and rebuild the same at least to the extent
         of the value thereof existing immediately prior to such occurrence,
         provided such repairs, replacement or rebuilding can be done in
         accordance with then existing laws and regulations. All such repairs,
         replacement or rebuilding shall be performed in a good and workmanlike
         manner and in compliance with all then existing laws and regulations,
         and Landlord shall in no event be called upon to repair, replace or
         rebuild the Premises or any portion thereof.

                                      -12-

<PAGE>   13


b.       Notice to Landlord. At least ten (10) days before the commencement of
         such repairs, replacement or rebuilding, Tenant shall notify Landlord
         of its intention to commence the same.


c.       Application of Insurance Proceeds. For the purpose of payment toward
         the cost of such repairs, replacement or rebuilding from time to time
         (but not more frequently than once in each month), Landlord shall make
         available and pay all net sums received under insurance policies
         covering such loss, as provided in Article 11 above either: (a) to the
         parties whom Tenant may employ to repair, replace, or rebuild same as
         such repairs, replacements, or rebuilding shall progress, or (b) to
         Tenant if Tenant shall make or pay for such repairs, replacements, or
         building. In either case, Landlord shall pay said insurance proceeds
         periodically as work and materials are actually incorporated in the
         Premises. If the net amount of such insurance proceeds shall be
         insufficient for the purpose of effecting repairs, replacement or
         rebuilding of all such damaged or destroyed improvements, Tenant shall
         pay the additional sums required, and if the amount of such insurance
         proceeds shall be in excess of the cost thereof, the excess shall be
         paid to and be retained by Tenant. If the Lease is terminated by either
         Landlord or Tenant, the insurance proceeds shall be subject to the
         rights of the holder of any mortgage to which this Lease is or shall be
         subject and subordinate.


d.       Rights of Landlord. Upon receiving notification from Tenant, if the
         work of repairing, replacing, or rebuilding such damaged or destroyed
         building, improvements, furniture or equipment or construction of a new
         building shall not be commenced within a reasonable time from the date
         of any such loss, destruction or damage, or after commencement thereof
         shall not be expeditiously proceeded with to completion and Tenant has
         ceased paying rent under the terms of the Lease. Landlord shall have
         the right to cancel and terminate this Lease by giving to Tenant not
         less than thirty (30) days' notice of intention to do so.


                                   ARTICLE 13.
                                  CONDEMNATION


a.       Condemnation Defined. The term "condemnation", as used in this Lease,
         shall mean the exercise of the power of eminent domain by any person,
         entity, body, agency or authority, or private purchase in lieu of
         eminent domain, and the date of condemnation shall mean the day on
         which the actual physical taking of possession pursuant to the exercise
         of said power of eminent domain, or private purchase in lieu thereof,
         occurs or the date of settlement or compromise of the claims of the
         parties hereto during the pendency of this exercise of said power,
         whichever occurs first, and property is deemed "condemned" on said
         date.


b.       Landlord's Right to Collect Proceeds. In the event the Premises or any
         part thereof shall be taken in condemnation proceedings, Landlord shall
         be entitled to collect the entire award made in any such proceedings
         without deduction therefrom for any estate hereby

                                      -13-

<PAGE>   14

         vested in or owned by Tenant subject to Tenant's rights as hereinafter
         set forth. Tenant agrees to execute any and all further documents that
         may be required in order to facilitate collection by Landlord of any
         and all such awards. Tenant and any person or entity, having an
         interest in Tenant's share of the award, in cooperation with Landlord,
         shall have the right to participate in any condemnation proceedings or
         agreement as aforesaid for the purpose of protecting Tenant's interests
         hereunder.


c.       Total Taking. If at any time during the term of the Lease the whole or
         substantially all of the Premises shall be so taken or condemned, this
         Lease shall terminate and expire on the date upon which title shall
         vest in the condemning authority, and the rent provided to be paid by
         Tenant shall be apportioned and paid to such date. For the purposes of
         this Section, "substantially all of the Premises" shall be deemed to
         have been taken if the portion of the Premises not so taken, and taking
         into consideration the amount of the net award available for such
         purposes, cannot be so repaired or rebuilt as to constitute a complete,
         rentable structure suitable for continuing the use to which Tenant was
         putting the Premises prior to such taking and capable of producing a
         proportionately fair and reasonable net annual income after payment of
         all operating expenses thereof, the net rent, as the same may be
         reduced as a result of such taking, additional rent and all other
         charges payable hereunder, and after performance of all covenants,
         agreements, terms and provisions herein and by laws provided to be
         performed and paid by Tenant.


d.       Distribution of Award. In the event of a taking, which shall result in
         the termination of this Lease, the rights of Landlord and Tenant in any
         award shall be as follows and in the following order of priority:


                  i.       There shall first be paid to the holder of any
                           mortgage on the Premises (regardless of whether this
                           Lease is or shall be subject and subordinate to said
                           mortgage) the unpaid balance of principal and
                           interest due on such mortgage.


                  ii.      Landlord shall then retain that part of the award
                           attributable to the land and improvements (reduced by
                           any payment to a mortgagee under (a) above), and
                           consequential and severance damages for the value of
                           Landlord's interest in the remaining term of this
                           Lease.


                  iii.     Tenant shall be entitled to receive the balance of
                           the award, if any.


e.       Partial Taking. In the event of a partial taking which shall not result
         in the termination of this Lease, Landlord shall promptly proceed to
         repair, rebuild or restore the remainder of any building on the
         premises affected thereby to a complete and self-contained
         architectural unit, for the purposes and uses to which Tenant was
         putting the Premises before the taking. However, if the aforementioned
         taking renders the Premises unsuitable for Tenant's use, Tenant may
         terminate this Lease as of the date when Tenant is required to yield
         possession.

                                      -14-

<PAGE>   15

                                   ARTICLE 14.
                            ASSIGNMENT AND SUBLETTING


a.       Prohibition Against Assignment. Subject to 14.b. below, Tenant shall
         not assign, hypothecate or pledge this Lease or sublet the whole of the
         Premises either voluntarily or by operation of law without the prior
         written consent of Landlord; and such consent shall not be unreasonably
         withheld. Any such assignment or subletting not provided for below,
         without Landlord's prior written consent shall be void and, at
         Landlord's option, shall terminate this Lease. Any assignment or
         transfer of this Lease shall not be effective unless the assignee or
         transferee shall, at the time of such assignment or transfer, assume in
         writing all the terms, covenants and conditions of this Lease
         thereafter to be performed by the Tenant, and shall agree in writing to
         be bound thereby. Tenant specifically understands and agrees that any
         assignment or sublease shall in no way release (unless by written
         agreement with Landlord) the Tenant from any of its obligations and
         covenants under this Lease, nor should said assignment or sublease be
         construed or taken as a waiver of any of Landlord's rights or remedies
         hereunder against or as relating to Tenant. In order for Landlord to
         consider an assignment or sublease, Tenant shall provide the following:


                  i.       Tenant shall give Landlord a twenty (20) day prior
                           written notice of its desire to assign or sublet,
                           which notice shall include reliable information,
                           including but not limited to, the name of the
                           proposed assignee or sublessee, its financial
                           responsibility evidenced by financial statements
                           and/or credit reports, a description of its business
                           activities and specific terms as to the assignment or
                           sublease agreement including rental, term and the
                           date said assignment or sublease is to take effect.
                           Tenant shall comply with all reasonable requests of
                           Landlord for additional information.


                  ii.      Provided Landlord submits a preliminary approval of
                           such assignment or sublet, such consent shall be
                           conditioned upon the delivery to the Landlord within
                           ten (10) days after such preliminary approval of two
                           executed copies of the assignment which shall include
                           an assumption by the assignee, from and after the
                           effective date of the assignment of the performance
                           and observance of the covenants and conditions of
                           this Lease contained on Tenant's part to be performed
                           and observed, or should a sublease be involved, two
                           executed copies of the sublease agreement which shall
                           include an agreement on the part of the subtenant to
                           be obligated, from and after the effective date of
                           the sublease, to the performance and observance of
                           the covenants and conditions of this Lease contained
                           on Tenant's part to be performed and. observed.

                                      -15-




<PAGE>   16



b.       Permitted Assignments.


                  i.       The provisions of this Articles shall not be deemed
                           to prohibit (1) transfers of stock among existing
                           stockholders or among spouses, children or
                           grandchildren of existing stockholders or inter vivos
                           or testamentary transfers to trusts established for
                           the benefit of such persons, (2) a public offering of
                           the stock of Tenant, (3) the transfer of outstanding
                           stock which are traded on a recognized securities
                           exchange or (4) a transfer of all of Tenant's stock
                           to any one person or entity.


                  ii.      Tenant may assign this lease or sublease the entire
                           demised premises to a parent, affiliate or wholly
                           owned subsidiary of Tenant or to any entity with
                           which or into which Tenant may consolidate or merge
                           or to whom all or substantially all of the assets of
                           Tenant are sold or transferred.


c.       Landlord Assignment. Landlord may assign his interest in this Net Lease
         Agreement without the consent of the Tenant.


                                   ARTICLE 15.
                                SECURITY INTEREST


         Purchase Money Security Interest. Landlord's lien and security interest
         is and shall remain subject and subordinate to any lien securing bona
         fide purchase money financing of any of the property in question in
         favor of a party unaffiliated with Tenant. Landlord shall not have any
         lien for performance of any obligations of Tenant upon any fixtures,
         machinery or equipment, or goods, wares or merchandise or other
         personal property, and Landlord hereby expressly waives the provisions
         of any law giving to it such a lien. Landlord agrees that if any lender
         to which Tenant shall grant a security interest in the aforesaid
         fixtures, machinery, equipment, goods, wares, merchandise and/or other
         personal property shall request that Landlord confirm that it has
         waived any lien which Landlord may have thereupon by operation of law
         for the performance of any obligations of Tenant hereunder, Landlord
         shall promptly execute and deliver to Tenant any instrument so
         requested of it.



                                   ARTICLE 16.
                           EVENTS OF DEFAULT: REMEDIES


a.       Events of Default. Each of the following events shall be a default
         hereunder by Tenant and a breach of this Lease:


                  i.       If Tenant shall file a petition in bankruptcy or
                           insolvency or for reorganization or arrangement under
                           the bankruptcy laws of the United States or any
                           insolvency act of any state or shall voluntarily take
                           advantage


                                      -16-



<PAGE>   17


                           of any such law or act by answer or otherwise or
                           shall be dissolved or shall make an assignment for
                           the benefit of creditors.


                  ii.      If involuntary proceedings under any such bankruptcy
                           law or insolvency act shall be instituted against
                           Tenant or if a receiver or trustee shall be appointed
                           for all or substantially all of the property of
                           Tenant, and such proceedings shall not be dismissed
                           or such receivership or trusteeship vacated within
                           sixty (60) days after institution or appointment.


                  iii.     If Tenant shall fall to pay Landlord any rent or
                           additional rent as and when the same shall become due
                           and payable and shall not make such payment within
                           five (5) days after notice thereof.


                  iv.      If Tenant shall vacate or abandon the Premises.


                  v.       If this Lease or the estate of Tenant hereunder shall
                           be transferred to or shall pay to or evolve upon any
                           other person or party, except in a manner permitted
                           under Article 14 hereof.


                  vi.      If Tenant shall make an assignment for the benefit of
                           creditors or shall apply for or consent to the
                           appointment of a receiver for itself or any of its
                           property.


                  vii.     If Tenant shall fail to keep, observe or perform any
                           of the other covenants and agreements herein
                           contained to be kept, observed and performed by
                           Tenant, and such failure, relative to a condition
                           which poses a risk of imminent harm to persons or
                           property shall continue for ten (10) days or sooner
                           if such condition requires immediate remedial action,
                           after notice thereof in writing to Tenant by
                           Landlord, or relative to a nonhazardous condition
                           which shall continue for thirty (30) days after
                           notice thereof in writing, to Tenant by Landlord,
                           provided, however, should remedial activity on the
                           part of Tenant reasonably require a period in excess
                           of the said period provided, Tenant shall not be
                           considered to have committed an event of default
                           provided it diligently pursues said remedial activity
                           for a reasonable period of time as may be required as
                           long as it diligently pursues such remedial activity.


b.       Remedies. Upon the occurrence and continuance of Tenant's Event of
         Default for failure to pay Rental when due, Landlord shall give Tenant
         ten (10) days' written notice that Tenant's Event of Default has
         occurred, specifying Tenant's Event of Default and the action required
         necessary to cure Tenant's Event of Default. Upon the occurrence and
         continuance of Tenant's Event of Default other than the failure to pay
         Rent when due, Landlord shall give Tenant thirty (30) days' written
         notice of Tenant's Event of Default, specifying Tenant's Event of
         Default and the action required to cure Tenant's Event of


                                      -17-



<PAGE>   18


         Default. If Tenant fails to cure Tenant's Event of Default within the
         time provided to cure, Landlord may resort to any and all legal
         remedies or combination of legal remedies which Landlord may desire to
         assert including but not limited to Landlord re-entering the Premises
         by any lawful means, and removing all persons and chattels therefrom
         and Landlord shall not be liable for damages or otherwise by reason of
         re-entry or termination. Notwithstanding such termination, the
         liability of Tenant for the rent provided for hereinabove shall not be
         extinguished for the balance of the term remaining after said
         termination.


         Should termination of Tenant's estate occur as herein provided, or
         should Landlord take possession pursuant to legal proceedings or
         pursuant to any notice provided by law, it may either terminate this
         lease or it may from time to time without terminating this Lease, make
         such alterations and repairs as may be necessary in order to relet the
         premises, and relet said premises or any part thereof for such term or
         terms (which may be for a term extending beyond the term of this lease)
         and at such rental or rentals and upon such other terms and conditions
         as reletting, all rentals received by Landlord from such reletting,
         shall be applied, first, to the payment of any indebtedness other than
         rent due hereunder from Tenant to Landlord; second, to the payment of
         any costs and expenses of such reletting including, brokerage fees and
         attorneys' fees and of costs of such alterations and repairs; third, to
         the payment of rent due and unpaid hereunder, and the residue, if any,
         shall be held by Landlord and applied in payment of future rent as the
         same may become due and payable hereunder.


         If such rentals received from such reletting during any month be less
         than that to be paid during that month by Tenant hereunder, Tenant
         shall pay any such deficiency to Landlord. Such deficiency shall be
         calculated and paid monthly. No such re-entry or taking possession of
         said premises by Landlord shall be construed as an election on its part
         to terminate this lease unless a written notice of such intention be
         given to Tenant or unless the termination thereof be decreed by a court
         of competent jurisdiction.


         Notwithstanding any such reletting without termination, Landlord may at
         any time thereafter elect to terminate this lease for such previous
         breach. Should Landlord at any time terminate this lease for any
         breach, in addition to any other remedies it may have, it may recover
         from Tenant all damages it may incur by reason of such breach,
         including the worth at the time of such termination of the excess, if
         any, of the amount of rent and charges equivalent to rent reserved in
         this lease for the remainder of the stated term over the then
         reasonable rental value of the Premises for the remainder of the stated
         term, all of which amounts shall be immediately due and payable from
         Tenant to Landlord. In determining the rent which would be payable by
         Tenant hereunder, subsequent to default, the rent for the unexpired
         term shall be equal to the base monthly rent, for each remaining month
         plus Tenant's share of taxes, insurance, and maintenance from the
         commencement of the term to the time of default. Upon termination of
         the Lease, Tenant shall surrender possession and vacate the Premises
         immediately, and deliver possession thereof to Landlord.

                                      -18-

<PAGE>   19


c.       Cure of Default. If Tenant defaults in the making of any payment, or in
         the doing of any act herein required to be made or done by Tenant, or
         does or suffers any act prohibited herein, then Landlord may, but shall
         not be required to, make such payment or do such act, or correct any
         damage caused by such prohibited act and to enter the Premises as
         appropriate in connection therewith, and the amount of the expense
         thereof, if made or done so by Landlord, with interest thereon at the
         Interest Rate (as hereinafter defined) from the date paid by Landlord,
         shall be paid by Tenant to Landlord and shall constitute additional
         rent hereunder due and payable with the next monthly installment of
         rent; but the making of such payment or the doing of such act by
         Landlord shall not operate to cure such default or to estop Landlord
         from the pursuit of any remedy of which Landlord would otherwise be
         entitled.


d.       Landlord's Default. Should Landlord be in default under the terms of
         this lease, Landlord shall have reasonable and adequate time in which
         to cure the same after written notice to Landlord by Tenant.


e.       Waiver of Redemption. Tenant hereby expressly waives, to the full
         extent waivable, any and all rights or redemption granted by or under
         any present or future laws in the event of Tenant being evicted or
         dispossessed for any cause, or in the event of Landlord obtaining
         possession of the Premises, by reason of the violation of Tenant of any
         of the covenants or conditions of this lease, or otherwise.


f.       Remedies Cumulative. No remedy herein or otherwise conferred upon or
         reserved to Landlord or Tenant shall be considered to exclude or
         suspend any other remedy, but the same shall be cumulative and shall be
         in addition to every other remedy given hereunder now or hereafter
         existing at law or by statute and every power and remedy given by this
         Lease to Landlord or Tenant may be exercised from time to time and as
         often as occasion may arise or may be deemed expedient. No delay or
         admission of Landlord or Tenant to exercise any right or power arising
         from any event of default shall impair any such right or power or shall
         be construed to be a waiver of any such event of default or
         acquiescence therein.


g.       Miscellaneous. If any installment of rent is not paid by Tenant within
         five days after the same becomes due and payable: (i) a late charge in
         the amount of $100.00 shall become immediately due and payable as
         compensation to Landlord for administrative costs; and (ii) the unpaid
         balance due Landlord shall bear interest at the Interest Rate from the
         date such installment became due and payable to the date of payment
         thereof by Tenant, and such interest shall constitute additional rent
         hereunder which shall be immediately due and payable. The "Interest
         Rate" as used herein means four (4) points over the rate of interest
         publicly announced from time to time by Norwest Bank Minneapolis N.A.
         as its "prime rate", "base rate" or "reference rate", (or if more than
         one exist, whichever is highest) each change in the interest rate
         hereunder to become effective on the date the corresponding change in
         such prime rate becomes effective.

                                      -19-

<PAGE>   20


                                   ARTICLE 17.
                              SURRENDER OF PREMISES


         Tenant shall, upon the expiration or earlier termination of this Lease,
peaceably vacate and surrender the Premises to Landlord In good order, condition
and repair. reasonable wear and tear excepted. Tenant shall leave the Premises
and appurtenances thereto free and clear of rubbish and broom clean.


                                   ARTICLE 18.
                                  SUBORDINATION


a.       Definition of Mortgage. For the purposes of this Article, the term
         "Mortgage" shall mean at any time, any mortgage of record now or
         hereafter placed against the Premises, any increase, amendment,
         extension, refinancing or recasting of a Mortgage and, in the case of a
         sale or lease and leaseback by Landlord of all or any part of the
         Premises, the lease creating the leaseback. For the purposes hereof, a
         Mortgage shall be deemed to continue in effect after foreclosure
         thereof and during the period of redemption therefrom.


b.       Subordination of Lease. As long as there is an executed Subordination,
         Non-Disturbance and Attornment Agreement between the Landlord, Tenant
         and any Mortgagee, this Lease is subject and subordinate to the lien of
         any Mortgage which may now or hereafter encumber the Premises or any
         development of which the Premises is a part. In confirmation of such
         subordination., Tenant shall, at Landlord's request from time to time,
         promptly execute any certificate or other document requested by the
         holder of the Mortgage. Tenant agrees that in the event that any
         proceedings are brought for the foreclosure of any Mortgage, Tenant
         shall immediately and automatically attorn to the purchaser at such
         foreclosure sale, as Landlord under this Lease, and Tenant waives the
         provisions of any statute or rule of law, nor or hereafter in effect,
         which may give or purport to give Tenant any right to terminate or
         otherwise adversely affect this Lease or the obligations of Tenant
         hereunder in the event that any such foreclosure proceeding is
         prosecuted or completed. Neither the holder of the Mortgage (whether it
         acquires title by foreclosure or by deed in lieu thereof) nor any
         purchaser at foreclosure sale shall be liable for any act or omission
         of Landlord, subject to any offsets or defenses which Tenant might have
         against Landlord or bound by any prepayment by Tenant of more than one
         month's installment of Base Rent and additional rent or by any
         modification of this Lease made subsequent to the granting of the
         Mortgage.


                                   ARTICLE 19.
                       CERTIFICATES BY TENANT AND LANDLORD


a.       Certificate by Tenant. Tenant shall, at any time and from time to time,
         upon not less than twenty (20) days' prior notice by Landlord, execute
         and acknowledge to Landlord a statement in writing certifying that this
         Lease is unmodified and in full force and effect (or if there shall
         have been modifications that the Lease is in full force and effect as

                                      -20-




<PAGE>   21



         modified and stating the modifications), and the dates to which the
         base rent and the additional rent have been paid, and stating whether
         or not to the best knowledge of the signer of such certificate,
         Landlord is in default in keeping, observing or performing any term,
         covenant, agreement, provision, condition or limitation contained in
         this Lease, and, if in default, specifying each such default of which
         the signer may have knowledge, it being intended that any such
         statement delivered pursuant to this Article 19(a) may be relied upon
         by Landlord or any prospective purchaser of the fee or any mortgage
         thereto or any assignee of any mortgage upon the fee of the Premises,
         but reliance on such certificate may not extend to any default of
         Landlord as to which the signer for Tenant shall have had no actual
         notice.


b.       Certificate by Landlord. Landlord shall, at any time and from time to
         time, upon not less than twenty (20) days' prior notice by Tenant
         execute and acknowledge to Tenant a statement in writing, certifying
         that this Lease is unmodified and in full force and effect (or if there
         shall have been modifications that the Lease is in full force and
         effect as modified and stating the modifications), and the dates to
         which the base rent and additional rent have been paid, and stating
         whether or not, to the best knowledge of the signer of such
         certificate, Tenant is in default in keeping, observing or performing
         any term, covenant, agreement, provision, condition, or limitation
         contained in this Lease, and if in default, specifying each such
         default of which the signer may have knowledge, it being intended that
         any such statement delivered pursuant to this Article 19(b) may be
         relied upon by any prospective assignee of Tenant's interest in this
         Lease, any prospective sublessee of the entire Premises or any
         mortgagee of this Lease or of any sublease of the entire Premises, or
         any assignee of any mortgage upon the leasehold estate created hereby
         or by any sublease, but reliance on such certificate may not extend to
         any default of Tenant as to which the signer for Landlord shall have
         had no actual knowledge.


                                   ARTICLE 20.
                                     NOTICE


         All notices or demands which shall be required or permitted by law or
any provisions of this Lease shall be sent by United States certified mail,
postage prepaid, to the addresses set out below for Landlord and Tenant, and
such notices shall be properly given if directed to those addresses until
notices given in the manner described above to change such address.


              To Tenant:      Service One International Corporation
                              3401 North Louise Avenue
                              Sioux Falls, SD 57107


              To Landlord:    Donald A. Dunham, Jr.
                              Commercial Division, Commerce Center
                              200 North Phillips Avenue, Suite 202
                              Sioux Falls, SD 57102

                                      -21-

<PAGE>   22

                                   ARTICLE 21.
                                     WAIVER


         Failure of Landlord to insist upon the strict performance of any or all
of the terms or conditions herein shall not constitute, nor be construed as, a
waiver of Landlord's right to thereafter enforce any such terms or conditions,
but the same shall continue in full force and effect.


                                   ARTICLE 22.
                                  HOLDING OVER


         In the event Tenant shall continue to occupy the Premises after the
expiration of the term hereof, such holding over shall not operate to extend or
renew this Lease, but shall be construed as a tenancy from month to month which
may be terminated by either party upon thirty (30) days, prior written notice.
Such month-to-month tenancy by Tenant shall be subject to all the terms and
provisions of this Lease.


                                   ARTICLE 23.
                                    COVENANTS


a.       Covenant of Faithful Performance. It is mutually agreed that this Lease
         is made upon and subject to the terms, covenants, and conditions herein
         contained, and that Tenant covenants, as a material part of the
         consideration for this Lease, to keep and perform each and all of said
         terms, covenants and conditions to be kept and performed by it and that
         this Lease is made upon the condition of such performance.


b.       Provisions Deemed Covenants and Conditions. The parties hereto agree
         that all the provisions hereof are to be construed as covenants and
         conditions as though the words imparting such covenants and conditions
         were used in each instance.


                                   ARTICLE 24.
                                 OPTION TO RENEW


a.       Term. Tenant shall have the option to renew this lease upon the
         expiration of the initial term for two additional terms of five (5)
         years each.


b.       Rental Adjustment During Renewal Terms. If Tenant exercises a renewal
         option to extend the term of this Lease, the annual Base Rent during
         the renewal term shall be equal to the annual Base Rent as in effect at
         the end of the initial term plus any increase as determined in
         accordance with the provisions of this Section. Annual Base Rent for
         the renewal terms shall be based on the percentage of change in the
         Consumer Price Index for Urban Wage Earners and Clerical Workers (All
         Items Category) (1982-1984 = 100), as published from time to time by
         the Bureau of Labor Statistics of the United States


                                      -22-



<PAGE>   23



         Department of Labor ("Consumer Price Index"), or if such Index is not
         published, a similar index agreed upon by Landlord and Tenant.


         The annual Base Rent for the first renewal term shall be calculated by
         first determining the percentage change in the Consumer Price Index
         between the date occurring sixty (60) days prior to September 21, 1996,
         and the date occurring sixty (60) days prior to fifteenth annual
         anniversary date of the term. The result, or ten percent (10%),
         whichever is less, shall then be applied to the annual Base Rent in
         effect immediately prior to the first renewal term. The result of the
         calculation, when added to the annual Base Rental in effect immediately
         prior to the fifteenth annual anniversary date, shall be the annual
         Base Rent for the first renewal term.


         The annual Base Rent for the second renewal term shall be calculated by
         first determining the percentage change in the Consumer Price Index
         between the date occurring sixty (60) days prior to the fifteenth
         annual anniversary date of the term and the date occurring sixty (60)
         days prior to the twentieth annual anniversary date of the term. The
         result, or ten percent (10%), whichever is less, shall then be applied
         to the annual Base Rental in effect during the first renewal term. The
         result of the calculation, when added to the annual Base Rent in effect
         during the first renewal term, shall be the annual Base Rent for the
         second renewal term.


c.       Notice of Exercise. If Tenant desires to exercise this option to renew
         this lease, it shall provide written notice of that fact to Landlord no
         later than ninety (90) days prior to the expiration of the initial term
         of this lease.


                                   ARTICLE 25.
                               GENERAL PROVISIONS


a.       Captions. The captions of the Articles of this Lease are for
         convenience only and are not a part of this Lease, and do not in any
         way limit or amplify the terms or provisions of this Lease.


b.       Successors and Assigns. Subject to the provisions hereof, this Lease
         shall bind and inure to the benefit of the parties hereto and their
         respective successors and assigns.


c.       Attorney's Fees. In the event either of the parties hereto commences
         any action or proceeding against the other under or on account of this
         Lease, then and in each such event, the successful party in such action
         or proceeding shall be entitled to receive, and the parties hereto
         respectively agree to pay, a reasonable attorneys' fee on account of
         such action or proceeding.


d.       Construction. The language in all parts of this Lease shall be in all
         cases construed according to its fair meaning and not strictly for or
         against Landlord or Tenant.

                                      -23-


<PAGE>   24

         If any term, covenant, condition or provision of this Lease is held by
         a court of competent jurisdiction to be invalid. void or unreasonable,
         the remainder of the provisions hereof shall remain in full force and
         effect and shall in no way be affected, impaired or invalidated
         thereby.


         The parties intend that the obligations herein of Tenant are the Joint
         and several obligations of the corporation and the Guarantors named in
         attached Lease Guaranty.


e.       Force Majeure. Whenever a period of time is herein provided for either
         party to do or perform any act or thing, that party shall not be
         liability or responsible for any delays, and applicable periods for
         performance shall be extended accordingly, due to strikes, lockouts,
         riots, acts of God, shortages of labor or materials, national
         emergency, acts of a public enemy, governmental restrictions, laws or
         regulations, or any other cause or causes, whether similar or
         dissimilar to those enumerated, beyond its reasonable control. The
         provisions of this paragraph shall not operate to excuse Tenant from
         prompt payment of rent, additional rent or other monetary payments
         required by the terms of this Lease.


f.       Law Governing. This Lease shall be governed by and construed in
         accordance with the laws of the State of South Dakota.


g.       Landlord Rules and Regulations. Tenant and its employees shall observe
         and comply with any reasonable rules and regulations that Landlord or
         Landlord's agents may from time to time adopt for the Premises and that
         are applicable to Tenant provided Tenant has received notice of such
         rules and regulations pursuant to the notice provisions of Article 20
         hereof.


h.       Initial Tenant Covenant. Tenant covenants and warrants that it has full
         right and lawful authority to enter into this Lease for the full term
         herein granted and for any and all extensions herein provided.


i.       Entire Agreement. This Lease, together with any written modifications
         or amendments hereto, hereinafter entered into, shall constitute the
         entire agreement between the parties relative to the subject matter
         hereof and shall supersede any prior agreements or understandings,
         whether written or oral, which the parties may have had relating to the
         subject matter hereof. No subsequent alteration, amendment, change or
         addition to this Lease shall be binding upon Landlord or Tenant unless
         reduced to writing and signed by them. Tenant shall not record this
         Lease without Landlord's written consent.


j.       Counterparts. This Lease may be executed in two or more counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument.


k.       Consent of Landlord. Wherever in this Lease the consent of Landlord is
         required, it is agreed that such consent will not be unreasonably
         withheld and will be promptly

                                      -24-




<PAGE>   25



         considered, and in the event Landlord does not refuse to grant such
         consent in writing within thirty (30) days after request by Tenant
         thereof, the same shall be deemed to have been given.


l.       Tenant Financial Statements. On an annual basis, Tenant hereby agrees
         to provide to Landlord a copy of its audited financial statements.


m. Brokerage Commission. Landlord will pay the brokerage commission payable in
connection with this Lease.


         IN WITNESS WHEREOF, the parties hereto have executed this Net Lease
Agreement as of the day and year first above written.


LANDLORD                                TENANT

    /s/ Donald A. Dunham, Jr.           Service One International Corporation
  ----------------------------
        Donald A. Dunham, Jr.

                                        By      /s/ Martin Burke
                                           ----------------------------
                                          Its     President
                                               ------------------------


                                      -25-




<PAGE>   26



                                    Exhibit A


                  The Plans and Specifications as identified in paragraph 1(c)
                  of the Amended and Restated Lease Agreement are entitled "A
                  Dunham Development Project -- Service One Addition" and
                  consist of 15 pages with such pages being identified as
                  follows:


                  Sheet Index


                  Civil Engineering Drawing
                  Cl  Site Plan/Landscaping - 09/05/96


                  Architectural Drawings
                  T1  Title Page - 10/01/96
                  Al  Floor Plan - 10/01/96
                  A2  Schedules/Details - 12/02/96
                  A3  Exterior Elevations - 10/01/96
                  A4  Wall Sections - 10/01/96
                  A5  Wall Sections - 10/01/96


                  Structural Drawings
                  S1  Foundation Plan - 9/10/96
                  S2  Foundation Details - 9/10/96
                  S3  Roof Framing Plan - 9/19/96
                  S4  Roof Framing Details - 9/19/96


                  E1  Electrical Lighting - 11/7/96
                  E2  Power & Signal - 11/7/96


                  M1  HVAC - 10/2/96
                  M2  Plumbing - 10/2/96


                                      -26-