<PAGE>   1
                                                                    EXHIBIT 10.1
                             OFFICE LEASE AGREEMENT


DATE:                      APRIL 5, 2000

BETWEEN:                   DRF HOLDINGS LLC
(address)                  c/o Frauenshuh Companies
                           7101 West 78th Street, Suite 100
                           Bloomington, MN 55439                    ("Landlord")

AND:                       NET PERCEPTIONS, INC.
(address)                  11200 West 78th Street
                           Eden Prairie, MN 55344                     ("Tenant")

LOCATION:                  INTERNET CENTER
                           7700 FRANCE AVENUE SOUTH
                           EDINA, MINNESOTA


LANDLORD AND TENANT hereby covenant and agree as follows:


BASIC                      1.    (a) PREMISES: The area containing
PROVISIONS                 approximately 118,072 square feet of Rentable Area
                           located on the first, second, fourth and fifth levels
                           of the Building, as generally indicated on Exhibit C.
                           On or about the Commencement Date, Landlord will
                           recalculate the Rentable Area of the Premises and the
                           Building based to the extent practicable on
                           construction and Building drawings, and Landlord and
                           Tenant will execute a supplement to this Lease
                           confirming the Rentable Area.

                                 (b) DELIVERY DATE: As to any portion of the
                           Premises, the date Landlord delivers such space to
                           Tenant with all office furniture removed (other than
                           the office furniture being leased to Tenant under
                           Section 12 of Exhibit E), ready for construction of
                           Tenant's Work therein under Exhibit D. Landlord will
                           give not less than two business days' notice of the
                           Delivery Date, and prior to the Delivery Date Tenant
                           will walk-through the space with Landlord to confirm
                           that the space is ready for construction of Tenant's
                           Work.

                                 (c) OCCUPANCY DATE: As to any portion of the
                           Premises, the earlier of (i) 75 days after the
                           Delivery Date, or (ii) the date Tenant begins to
                           operate its business in such portion of the Premises.

                                 (d) COMMENCEMENT DATE: The earlier of (i)
                           October 1, 2000, or (ii) the date when the Occupancy
                           Date for all portions of the Premises has occurred.
                           Landlord and Tenant will execute a supplement to this
                           Lease confirming the Commencement Date, when
                           determined.

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                                                                    EXHIBIT 10.1

                                 (e) TERM: The period of ten years beginning on
                           the Commencement Date. If the last day of such period
                           is not the last day of the calendar month, the Term
                           will extend to the last day of such calendar month.

                                 (f) USE: General business offices.

                                 (g) BASE RENT:

                                     (i) $11.75 per year for each square foot of
                                 Rentable Area of the Premises for the first
                                 year of the Term,

                                     (ii) $12.04 per year for each square foot
                                 of Rentable Area of the Premises for the second
                                 year of the Term,

                                     (iii) $12.34 per year for each square foot
                                 of Rentable Area of the Premises for the third
                                 year of the Term,

                                     (iv) $12.65 per year for each square foot
                                 of Rentable Area of the Premises for the fourth
                                 year of the Term,

                                     (v) $12.97 per year for each square foot of
                                 Rentable Area of the Premises for the fifth
                                 year of the Term,

                                     (vi) $13.29 per year for each square foot
                                 of Rentable Area of the Premises for the sixth
                                 year of the Term,

                                     (vii) $13.63 per year for each square foot
                                 of Rentable Area of the Premises for the
                                 seventh year of the Term,

                                     (viii) $13.97 per year for each square foot
                                 of Rentable Area of the Premises for the eighth
                                 year of the Term,

                                     (ix) $14.32 per year for each square foot
                                 of Rentable Area of the Premises for the ninth
                                 year of the Term; and

                                     (x) $14.67 per year for each square foot of
                                 Rentable Area of the Premises for the remainder
                                 of the Term.

                                 (h) ADDITIONAL RENT: For each calendar year
                           during the Term, the sum of (i) the lesser of (A)
                           Tenant's Share of the Actual Operating Cost for such
                           calendar year, and (B) the Operating Cost Cap for
                           such calendar year, and (ii) Tenant's Share of the
                           Actual Tax Cost for such calendar year. If any
                           portion of Tenant's Share of Actual Operating Cost
                           for any year is not paid because it exceeds the
                           Operating Cost Cap, such portion will be added to and
                           included in Tenant's Share of Actual Operating Cost
                           for subsequent years and will be paid as Additional
                           Rent in such subsequent years to the extent Tenant's
                           Share of Actual


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                                                                    EXHIBIT 10.1

                           Operating Cost for such subsequent years as so
                           adjusted does not exceed the Operating Cost Cap for
                           such subsequent years. Additional Rent (and the
                           Operating Cost Cap) will not include any amounts
                           payable by Tenant for utilities or services
                           separately metered to the Premises under Section
                           23(b) or for any additional services provided by
                           Landlord under Section 23(d), which amounts will be
                           separately payable by Tenant as a separate Rent
                           obligation under this Lease.

                                 (i) OPERATING COST CAP: $5.50 per square foot
                           of Rentable Area for calendar year 2000, increased by
                           7.0% per year for each subsequent calendar year.

                                 (j) SECURITY DEPOSIT:   $201,706.33

EXHIBITS                   2.    The exhibits to this document are a part of
                           this Lease and consist of:

                                       Exhibit A       Description of Land
                                       Exhibit B       Building Regulations
                                       Exhibit C       Plan of Premises
                                 Construction Procedures
                           Exhibit E         Additional Provisions
                           Exhibit F         Location of Office Furniture



DEFINITIONS                3.    In this Lease:

                                 (a) "Rent" means the aggregate of the Base
                           Rent, Additional Rent, and all other amounts payable
                           by Tenant to Landlord under this Lease.

                                 (b) "Land" means the property described in
                           Exhibit A.

                                 (c) "Building" means the building located on
                           the Land within which the Premises are located, and
                           any areas and improvements servicing such building
                           for which Landlord may from time to time have
                           obligations, such as lobby areas, access areas,
                           arcades, atriums, loading docks, public sidewalks,
                           and other Common Areas.

                                 (d) "Project" means that portion of the Land
                           and Building owned or leased by Landlord, and any
                           equipment and personal property of Landlord
                           exclusively used on-site in connection with the Land
                           or Building.

                                 (e) "Common Areas" means those areas and
                           facilities of the Project which are from time to time
                           provided by Landlord for use in common by or for the
                           benefit of the tenants and occupants of the Project
                           and their employees, clients, customers, and
                           invitees, whether or not such areas and facilities
                           are accessible by the public. The Common Areas
                           include the



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                                                                    EXHIBIT 10.1
                           lobbies, corridors, elevators, toilet rooms, atriums,
                           auditoriums, cafeteria areas, kitchen areas, exercise
                           rooms, loading and delivery facilities, driveways,
                           sidewalks, and parking areas.
                                 (f) "Actual Operating Cost" means all costs
                           reasonably incurred by Landlord attributable to the
                           maintenance, operation and repair of the Project and
                           the Common Areas therein as determined by standard
                           accounting practices with accruals appropriate to the
                           general practices of the commercial real estate
                           industry, calculated as though the Building were
                           fully complete and fully occupied, including but not
                           limited to (i) premiums for casualty, public
                           liability, rent loss and other insurance which
                           Landlord maintains with respect to the Project; (ii)
                           all out-of-pocket costs incurred in managing the
                           Project (including reasonable office rent or rental
                           value of the management office serving the Project),
                           plus a management fee or charge equal to 4.0% of the
                           amount which for purposes of gross-up would be
                           Landlord's total revenue for the Project (excluding
                           such management fee) if the Building were fully
                           leased at the average rental rate; (iii)
                           recordkeeping, accounting and auditing costs for
                           budgeting and determination of Actual Operating Cost
                           and Actual Tax Cost and any Operating Cost or Tax
                           Cost Adjustment; (iv) all other costs which may be
                           expensed rather than capitalized reasonably incurred
                           by Landlord in owning, maintaining or operating the
                           Project and the Common Areas therein; (v) a reserve
                           for replacement of the fitness equipment in the
                           exercise room in the Project as reasonably determined
                           by Landlord; and (vi) capital expenditures, amortized
                           over the useful life or estimated "pay-back" period,
                           whichever is shorter, reasonably determined by
                           Landlord using reasonable interest charges, for any
                           repair, replacement or improvement to the Project, or
                           purchase of equipment, that is incurred to improve
                           the operating efficiency or reduce the cost of
                           owning, maintaining or operating the Project or
                           required under the Americans with Disabilities Act
                           ("ADA") or otherwise by any governmental authority or
                           insurance carrier. Actual Operating Cost excludes,
                           however, (i) capital expenditures for replacement of
                           more than 25% of the roofing on the Building in any
                           one job, replacement of heating, cooling and
                           ventilation equipment other than heat pumps,
                           replacement of any structural elements of the
                           Building, or other capital expenditures not
                           specifically set out in the preceding sentence; (ii)
                           Actual Tax Cost; (iii) tenant improvements, leasing
                           commissions, and advertising and marketing costs for
                           leasing of space; (iv) ground rent, depreciation, and
                           principal and interest on debt; (v) expenses for
                           which Landlord is reimbursed (net of cost of
                           collection) by insurance or from any tenant (other
                           than pursuant to an operating expense clause in such
                           tenant's lease); (vi) the cost of operating the
                           entity which constitutes Landlord (as distinguished
                           from the cost of operation and maintenance of the
                           Project), including, without limitation, legal
                           expenses for disputes with tenants, internal
                           accounting (other than budgeting and accounting of
                           Actual Operating Cost and Actual Tax Cost and any
                           Operating Cost or Tax Cost Adjustment), costs of
                           selling any interest of Landlord in the Project or
                           any part thereof, and costs of any disputes between
                           Landlord and any employee or agent of Landlord; and
                           (vii) executive salaries above the grade of general
                           manager for the Project and other management overhead

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                                                                    EXHIBIT 10.1
                           costs (other than the costs and fees included in
                           Actual Operating Cost as specified in the preceding
                           sentence). The cost of the general manager and any
                           employees below the rank of general manager whose
                           duties include work on other properties and the cost
                           of any management office which serves other
                           properties will be reasonably allocated between the
                           Project and other properties.

                                 (g) "Estimated Operating Cost" means, for any
                           calendar year, Landlord's good faith estimate of the
                           Actual Operating Cost (or the Operating Cost Cap, if
                           applicable) for such year. For purposes of this
                           Lease, the Estimated and Actual Operating Cost for
                           calendar year 2000 will not exceed $5.50 per square
                           foot of Rentable Area.

                                 (h) "Operating Cost Adjustment" means the
                           difference between Tenant's Share of Estimated
                           Operating Cost and Tenant's Share of Actual Operating
                           Cost computed as set out in Article 7.

                                 (i) "Actual Tax Cost" means all taxes and
                           installments of special assessments (and interest
                           thereon), general and special, ordinary and
                           extraordinary, assessed, levied, charged or imposed
                           upon or against the Project and all taxes, excises,
                           fees, charges, levies or assessments which are
                           assessed levied, charged or imposed on Landlord in
                           lieu of those taxes and assessments. Actual Tax Cost
                           excludes, however, income or franchise taxes payable
                           by Landlord except to the extent imposed in lieu of
                           real property taxes or special assessments. Landlord
                           will use commercially reasonable judgment in
                           determining whether to contest any real estate taxes
                           and will endeavor to keep the real estate taxes for
                           the Project consistent with those of similar
                           buildings within the taxing jurisdiction.

                                 (j) "Estimated Tax Cost" means for any calendar
                           year Landlord's good faith estimate of the Actual Tax
                           Cost for such year. The Estimated Tax Cost for
                           calendar year 2000 is $3.25 per square foot of
                           Rentable Area.

                                 (k) "Tax Cost Adjustment" means the difference
                           between Tenant's Share of Estimated Tax Cost and
                           Tenant's Share of Actual Tax Cost computed as set out
                           in Article 7.

                                 (l) "Rentable Area" means the rentable area of
                           the Premises and other portions of the Building
                           determined as set out in the American National
                           Standard Method for Measuring Floor Area in Office
                           Buildings, ANSI/BOMA Z65.1-1996.

                                 (m) "Tenant's Share" means that portion of the
                           Estimated or Actual Operating Cost or Estimated or
                           Actual Tax Cost which the Rentable Area of the
                           Premises bears to the Rentable Area of the Project,
                           except that (i) if a service is provided by Landlord
                           to tenants of the Project in their premises but is
                           not provided by Landlord in the Premises under this
                           Lease, the cost of the service (except as it relates
                           to Common Areas) will be excluded from the

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                                                                    EXHIBIT 10.1

                           Estimated Operating Cost and Actual Operating Cost;
                           or (ii) if a service is provided by Landlord in the
                           Premises but is not provided to another portion of
                           the Project, the divisor will be the Rentable Area of
                           that portion of the Project in which the service is
                           provided; or (iii) if the Premises or any other
                           portion of the Project is exempt from any real estate
                           or other tax or imposition, the exempt portion will
                           not be included in the Rentable Area of the Project
                           in determining Tenant's Share of such tax or
                           imposition.

                              (n) The terms defined in Article 1 have the
                           meanings ascribed to them therein.

GRANT OF                   4. Landlord hereby leases the Premises to Tenant and
LEASE                      Tenant hereby accepts the Premises from Landlord to
                           have and to hold during the Term, subject to the
                           terms and conditions of this Lease.

RENT                       5. (a) Tenant  will pay the Rent in lawful  money
PAYMENT                    of the United States to Landlord at the address set
                           out in the heading of this Lease or at such other
                           place as Landlord from time to time designates,
                           without demand and without any reduction, abatement,
                           counterclaim or setoff, as follows:

                              (i) Base Rent will be paid in advance and without
                           notice on or before the first day of each month
                           during the Term in monthly installments, each equal
                           to one-twelfth of the annual Base Rent.

                              (ii) Prior to the Commencement Date and prior to
                           the beginning of each calendar year thereafter,
                           Landlord will compute and deliver to Tenant a
                           statement of the Estimated Operating Cost and
                           Estimated Tax Cost for such calendar year and the
                           monthly payments as would fully recover Tenant's
                           Share of the Estimated Operating Cost and Estimated
                           Tax Cost in such calendar year. From time to time
                           during the calendar year, Landlord may compute and
                           deliver to Tenant an updated statement of the
                           Estimated Operating Cost and Estimated Tax Cost for
                           such year and the monthly payments for the remainder
                           of the calendar year as would fully recover Tenant's
                           Share of Estimated Operating Cost and Estimated Tax
                           Cost as so revised. Tenant's Share of the Estimated
                           Operating Cost (or the Operating Cost Cap, if less)
                           and Tenant's Share of Estimated Tax Cost will be paid
                           in advance and without further notice on the first
                           day of each month during the Term in monthly
                           installments, each based on Landlord's most current
                           statement.

                              (iii) If the Term begins on other than the first
                           day of a month or ends on other than the last day of
                           a month, the monthly installments of Base Rent and
                           Additional Rent for that month will be prorated and
                           paid in advance.

                              (iv) Other charges will be paid on or before the
                           first day of the month following notice of the
                           charge, unless a different time for payment is
                           specified in this Lease.


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                                                                    EXHIBIT 10.1

                              (b) All amounts payable by Tenant to Landlord
                           under this Lease will be deemed Rent and Landlord
                           will have all rights against Tenant for default in
                           any payment as in the case of arrears of rent. The
                           obligation to pay Rent accruing prior to the
                           expiration or earlier termination of this Lease and
                           the obligation to pay any damages and costs arising
                           out of a default by Tenant under this Lease will
                           survive the expiration or earlier termination of this
                           Lease.

SERVICE                    6. In addition to  Landlord's  right to apply any
CHARGES                    Security Deposit to late payments under Article 37,
                           Tenant will pay Landlord an administrative fee of
                           $100.00 for any payment of Rent which is not made
                           within five days after it becomes due, and $35.00 for
                           each check presented by Tenant which is returned
                           unpaid due to insufficient funds or other reason. In
                           addition, any Rent not paid within five days after it
                           becomes due will bear interest from the date due to
                           the date paid at 12.5% per annum.

COST                       7. (a) If Tenant's Share of Actual  Operating Cost
ADJUSTMENTS                for any calendar year during the Term exceeds
                           Tenant's Share of Estimated Operating Cost paid by
                           Tenant for the calendar year, Tenant will pay to
                           Landlord a sum equal to the difference between
                           Tenant's Share of Actual Operating Cost for the year
                           and Tenant's Share of Estimated Operating Costs for
                           the year. If Tenant's Share of Estimated Operating
                           Cost paid by Tenant for any calendar year during the
                           Term exceeds Tenant's Share of Actual Operating Cost
                           for the calendar year, Landlord will pay to Tenant a
                           sum equal to the difference between Tenant's Share of
                           Estimated Operating Cost for the year and Tenant's
                           Share of Actual Operating Cost for the year.
                           Notwithstanding anything herein to the contrary,
                           however, the Actual Operating Cost for any year will
                           not exceed the Operating Cost Cap for such year.

                              (b) If Tenant's Share of Actual Tax Cost for any
                           calendar year during the Term exceeds Tenant's Share
                           of Estimated Tax Cost paid by Tenant for the calendar
                           year, Tenant will pay to Landlord a sum equal to the
                           difference between Tenant's Share of Actual Tax Cost
                           for the year and Tenant's Share of Estimated Tax Cost
                           for the year. If Tenant's Share of Estimated Tax Cost
                           paid by Tenant for any calendar year during the Term
                           exceeds Tenant's Share of Actual Tax Cost for the
                           calendar year, Landlord will pay to Tenant a sum
                           equal to the difference between Tenant's Share of
                           Estimated Tax Cost for the year and Tenant's Share of
                           Actual Tax Cost for the year.

                              (c) Within 120 days after the end of each calendar
                           year or as soon thereafter as reasonably possible,
                           Landlord will give written notice to Tenant of any
                           Operating Cost or Tax Cost Adjustment. The notice
                           will contain or be accompanied by a statement of the
                           Actual Operating Cost and Actual Tax Cost for that
                           calendar year and a computation of the Operating Cost
                           and Tax Cost Adjustment. Tenant will pay to Landlord
                           any amount due under this Article within 30 days
                           after delivery of the annual notice, but failure to
                           so notify Tenant within a reasonable period after any
                           calendar year for which additional rent is due will
                           not release Tenant from paying nor diminish


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                                                                    EXHIBIT 10.1
                           Tenant's obligation to pay such amount. Landlord will
                           pay Tenant any amount due under this Article within
                           30 days after delivery of the annual notice or credit
                           such amount against the next Rent coming due under
                           this Lease.

                              (d) Tenant may examine Landlord's books relating
                           to the Actual Operating Cost and Actual Tax Cost for
                           any calendar year if requested within 60 days of
                           receipt of the notice of the Operating Cost and Tax
                           Cost Adjustment for such calendar year. The Actual
                           Operating Cost, Actual Tax Cost, and any Operating
                           Cost or Tax Cost Adjustment set out in Landlord's
                           notice will be considered as final and binding on
                           Tenant except to the extent of any written exception
                           delivered to Landlord within 120 days of Tenant's
                           receipt of Landlord's notice. No examination of
                           Landlord's books or written exception made by Tenant
                           will extend the due date of any payment of Operating
                           Cost or Tax Cost Adjustment or any other amount due
                           under this Lease.

                              (e) If based on Tenant's examination of Landlord's
                           books Tenant raises any exception to the Actual
                           Operating Cost, Actual Tax Cost, or any Operating
                           Cost or Tax Cost Adjustment, such exception will be
                           made in writing and Tenant will provide Landlord with
                           a full copy of the results of its examination. If
                           Landlord disputes Tenant's written exception,
                           Landlord and Tenant will in good faith attempt to
                           resolve the dispute. If not resolved within 60 days
                           of Landlord's receipt of the written exception, the
                           dispute will be resolved by a mutually acceptable
                           nationally recognized accounting firm. Landlord and
                           Tenant will bear equally the cost of such an
                           accounting firm. If the resolution reasonably
                           establishes the aggregate of Tenant's Share of Actual
                           Operating Cost and Tenant's Share of Actual Tax Cost
                           for such calendar year has been overstated by more
                           than 4%, Landlord shall promptly reimburse Tenant for
                           the reasonable out-of-pocket cost of Tenant's
                           examination (excluding any "contingency" fee which is
                           measured by the reduction in the Additional Rent).
                           Landlord will promptly refund to Tenant or Tenant
                           will promptly pay to Landlord, as the case may be,
                           the amount of any overstatement or understatement.

                              (f) If this Lease does not begin or end at the
                           first day of a calendar year, any Operating Cost or
                           Tax Cost Adjustment for the year will be adjusted pro
                           rata, based upon the number of days of the Term
                           falling within such calendar year.

ADDITIONAL                 8. Tenant will pay to Landlord the amount of any
OCCUPANCY                  taxes (other than income tax), excises, charges,
TAXES                      levies, fees or assessments payable by Landlord upon
                           or by reason of any Rent reserved to Landlord, the
                           renting of any part of the Project to Tenant,
                           Tenant's use or occupancy of any part of the Project,
                           or any fixture or personal property in the Premises
                           which does not belong to Landlord.



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                                                                    EXHIBIT 10.1
COMPLETION                 9. Tenant will take possession of the Premises in
OF PREMISES                their "as-is" condition without any warranty or
                           representation by Landlord of their condition or
                           suitability for Tenant's use. Tenant will be
                           responsible for construction of any improvements in
                           the Premises in accordance with the Construction
                           Procedures set out in Exhibit D.

OCCUPANCY OF               10.(a) Upon surrender and vacation of the Premises by
PREMISES                   the existing occupant, Tenant will have access to
                           the Premises to complete the Premises for occupancy.
                           Entry for the period prior to the Commencement Date
                           will be at Tenant's risk, and Tenant will pay any
                           costs incurred by Landlord as a result of Tenant's
                           early access to the Premises. All of the provisions
                           of this Lease apply during the period of Tenant's
                           access prior to the Commencement Date, except that
                           Tenant will have no obligation to pay Base Rent or
                           Additional Rent for any portion of the Premises until
                           the Occupancy Date for such portion has occurred.
                           From the Occupancy Date for such portion of the
                           Premises until the Commencement Date, Tenant will pay
                           in respect of such portion of the Premises Base Rent
                           (at the rate of $11.75 per annum for each square foot
                           of Rentable Area) and Additional Rent for such
                           portion of the Premises.

                              (b) Upon the Delivery Date for each portion of the
                           Premises, Tenant will have access to such portion of
                           the Premises pursuant to Exhibit D to complete the
                           Premises for occupancy. If Landlord is unable to
                           deliver legal possession of any portion of the
                           Premises to Tenant for occupancy by the Commencement
                           Date, this Lease will not be void or voidable nor
                           will Landlord be liable to Tenant for any loss or
                           damage resulting from the failure to deliver, but no
                           Base Rent or Additional Rent will be payable in
                           respect of such portion for the period expiring 75
                           days after the date Landlord delivers possession for
                           occupancy or the date Tenant begins to conduct
                           business in such portion, whichever first occurs. If
                           Landlord is unable to deliver legal possession of any
                           part of the Premises within 120 days after the
                           Occupancy Date therefor, either Landlord or Tenant
                           may by written notice to the other cancel this Lease
                           as it relates to such part of the Premises, in which
                           case a pro-rata portion of the Security Deposit and
                           any interest accrued thereon will be returned to
                           Tenant and neither Landlord nor Tenant will have any
                           further obligations in respect of such part of the
                           Premises under this Lease

CARE OF                       11. (a) At its expense, Tenant will keep the
PREMISES                   interior portions and entrance of the Premises in
                           good order and condition, including but not limited
                           to (i) maintaining the Premises in a clean and
                           sanitary condition, (ii) maintaining and repairing
                           all mechanical, electrical, and plumbing systems,
                           facilities, and equipment (other than heat pumps)
                           exclusively serving the Premises (it being understood
                           that Landlord is responsible under Article 23 for
                           mechanical, electrical and plumbing systems,
                           facilities and equipment which serves more than the
                           Premises and any heat pumps in the Premises) and all
                           non-structural improvements within the Premises; and
                           (iii) repainting and redecorating at reasonable
                           intervals as needed.(b) If Tenant fails to perform
                           any work set out in this Article within 20 days after
                           notice


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                                                                    EXHIBIT 10.1
                           from Landlord or such shorter period as may be
                           appropriate in an emergency, Landlord may enter the
                           Premises and perform the work. If Landlord performs
                           the work (whether or not due to an emergency), Tenant
                           will pay to Landlord the cost of the work, plus 10%
                           for Landlord's overhead and coordination.

ALTERATIONS                12. Tenant will not make or allow to be made any
BY TENANT                  alteration, addition or improvement to the Premises
                           without first obtaining Landlord's written consent.
                           However, no consent will be required for any
                           alteration, addition or improvement to the Premises
                           which costs less than $10,000 in the aggregate and
                           does not affect the structural, mechanical,
                           electrical, plumbing or life-safety systems or
                           facilities or the entry area of the Premises,
                           provided Landlord is given not less than 15 days
                           advance written notice specifying such work and the
                           work is otherwise carried out in conformance with
                           this Lease. All work will be performed at Tenant's
                           expense in a first class skillful manner by one or
                           more licensed, bonded contractors approved by
                           Landlord and in accordance with plans and
                           specifications approved by Landlord. Tenant and
                           Tenant's contractors and subcontractors, and their
                           respective trades and workers, will work in harmony
                           with other labor working in the Building, and will
                           not conflict with any union or other contracts or
                           affiliations to which Landlord or Landlord's
                           contractors or subcontractors, or their respective
                           trades or workers, may be a party. Tenant will
                           forthwith remove from the Project any contractor,
                           subcontractor, trade or worker causing or creating
                           any such conflict. Tenant will cause each contractor
                           to carry workers' compensation insurance in
                           accordance with statutory requirements and commercial
                           public liability insurance, with Landlord (and other
                           parties reasonably requested by Landlord) named as
                           additional insured, in amounts at least equal to
                           those set out in Article 21, and will submit evidence
                           of the coverage to Landlord prior to commencement of
                           the work. Tenant will be responsible for the payment
                           of any direct expense incurred by Landlord in
                           connection with any alteration, addition or
                           improvement made to the Premises (including
                           Landlord's direct cost of administration). Tenant
                           will also provide such security as Landlord may
                           reasonably require to assure that the work will be
                           performed in a reasonable period free and clear of
                           all liens and encumbrances. Any alteration, addition
                           or improvement made to the Premises (other than
                           movable equipment, furniture and other trade fixtures
                           owned by Tenant) will at once become the property of
                           Landlord and will be surrendered to Landlord upon
                           expiration or earlier termination of this Lease.

MECHANICS'                 13. (a) Tenant will not permit any liens to stand
LIENS                      against the Premises or the Project for any labor,
                           skill, material or equipment furnished or claimed to
                           be furnished to or on account of Tenant in connection
                           with any work in or about the Premises. Tenant will
                           give notice to Landlord of the filing of any such
                           lien within five days of Tenant's receipt of it and
                           cause it to be discharged within ten days of its
                           filing. If Tenant fails to so discharge the lien,
                           Landlord may (but will not be obligated to) discharge
                           the lien by paying the amount claimed to be due, and
                           the amount paid and all Landlord's



                                       10
<PAGE>   11
                                                                    EXHIBIT 10.1
                           expenses including reasonable attorneys' fees will be
                           paid by Tenant to Landlord.

                               (b) Notwithstanding anything in Section 13(a) to
                           the contrary, so long as Tenant is not in default of
                           this Lease and complies with the requirements of any
                           mortgages, deeds of trust and ground and underlying
                           leases on the Project, Tenant may in good faith
                           contest any mechanics' lien or claim thereof upon
                           notification to Landlord of its intent and, within
                           ten days of filing of the lien, providing Landlord
                           with a bond or other security reasonably satisfactory
                           to Landlord in an amount not less than 150% of the
                           claim, or complying with such statutory procedures as
                           may be available to release the lien. If Tenant fails
                           to satisfy such lien claim upon entry of final
                           judgment or in the reasonable opinion of Landlord the
                           Project or any part thereof is or becomes subject to
                           imminent loss or forfeiture, Landlord may use the
                           security to pay such claim or otherwise obtain a
                           discharge or release of the lien and to pay
                           Landlord's reasonable expenses in connection
                           therewith.

USE OF                     14. (a) Tenant will not occupy or use the  Premises
PREMISES                   or permit them to be occupied or used for any
                           purpose other than the Use set out in Article 1, or
                           in a manner which is unlawful, disreputable or
                           creates any nuisance or fire hazard or which would
                           invalidate or increase the rate for insurance
                           coverage on the Building or its contents or which
                           would interfere with, annoy, or disturb any employee
                           or occupant of the Premises, any other tenant or
                           occupant of the Building in the use of its premises,
                           or the Landlord or other operator or manager of the
                           Building.

                               (b) Tenant will comply with all laws, ordinances,
                           orders, rules, regulations and restrictions relating
                           to the use, condition or occupancy of the Premises
                           (including any restroom facilities exclusively
                           accessible to Tenant), including without limitation
                           the provisions of ADA relating to accessibility
                           within the Premises. Landlord will be responsible for
                           any improvements or alterations outside the Premises
                           to comply with the ADA unless the same are related to
                           any improvements or alterations voluntarily
                           undertaken by Tenant or to Tenant's unique status
                           under the ADA, provided that the cost of such
                           improvements and alterations will be included in the
                           Actual Operating Cost under clause (vi) of Section
                           3(f).

                               (c) Tenant will comply with rules and regulations
                           adopted by Landlord from time to time in good faith
                           for the safety, care and cleanliness and preservation
                           of good order in the Premises and the Building,
                           including but not limited to those set out in Exhibit
                           B. Landlord will use reasonable efforts to enforce
                           the rules and regulations in a non-discriminating
                           manner, but will not be liable to Tenant for
                           violation of such rules and regulations by any other
                           party.

                               (d) Tenant will not cause or permit the storage,
                           use, generation, or disposition of any explosives,
                           radioactive materials, asbestos, urea formaldehyde,
                           polychlorinated biphenyl, petroleum products, or
                           other



                                       11
<PAGE>   12
                                                                    EXHIBIT 10.1
                           dangerous, toxic or hazardous substances in or about
                           the Premises (other than the storage and use in full
                           compliance with all laws and regulations of
                           incidental amounts of such common hazardous materials
                           as may be reasonably required for the normal
                           operation of Tenant's business in the Premises).

                               (e) Landlord will indemnify and hold harmless
                           Tenant from and against any costs, liabilities,
                           claims and expenses incurred by Tenant as a result of
                           claims by third parties arising out of the presence
                           of any such hazardous materials in the Project as of
                           the date of this Lease in quantities which violate
                           any laws or regulations currently in effect and any
                           such hazardous materials which are brought into the
                           Project by or under the direction of Landlord.

SIGNS AND                  15. Any sign, advertisement, design or other graphic
GRAPHICS                   on the windows or doors or on the outside of the
                           perimeter walls of the Premises or visible from
                           outside the Premises is subject to Landlord's
                           approval. It will conform to the uniform pattern of
                           identification signs for tenants as prescribed by
                           Landlord. Any such graphic not approved may be
                           removed by Landlord without liability to Tenant for
                           any loss or damage Tenant may incur. If so removed,
                           Tenant will pay to Landlord the cost of removal and
                           restoration.

TRADE                      16. Movable equipment, furniture and other trade
FIXTURES                   fixtures owned by Tenant and installed in the
                           Premises remain Tenant's property. Any such property
                           may be removed by Tenant in the ordinary course of
                           its business and will be removed at the expiration or
                           earlier termination of this Lease, except that if
                           Tenant is in default of this Lease, Landlord will
                           have a lien on the property as security against loss
                           or damage from the default and the property will not
                           be removed by Tenant until the default is cured.
                           Tenant will promptly repair at its expense any damage
                           to the Premises or any other part of the Building
                           caused by the removal of the property.

ASSIGNMENT                 17. (a) Tenant will not assign or otherwise transfer
OR SUBLEASE                this Lease or any interest in this Lease, nor sublet
BY TENANT                  all or any part of the Premises, nor permit
                           occupancy of the Premises by anyone other than Tenant
                           without Landlord's prior written consent. If Tenant
                           is a corporation, limited liability company or
                           partnership, transfer of effective control of the
                           Tenant constitutes an assignment under this Article.
                           The transfer of effective control will not include
                           any sale of the outstanding capital stock of Tenant
                           affected through any recognized stock exchange or
                           "over-the-counter" market. In determining whether to
                           give consent, Landlord may consider all relevant
                           factors, including but not limited to covenants made
                           by Landlord in any other lease, financing agreement,
                           or master agreement and the financial background and
                           status and business history of the proposed assignee,
                           sublessee or occupant. Consent by Landlord to any
                           assignment of this Lease or any subletting of the
                           Premises will not operate as a waiver of Landlord's
                           rights under this Article. No assignment or
                           subletting will release Tenant of any of its
                           obligations or waive any of Landlord's rights under
                           this Lease. The acceptance of rent from someone other
                           than Tenant will not be deemed to



                                       12
<PAGE>   13
                                                                    EXHIBIT 10.1

                           be a waiver of any of the provisions of this Lease or
                           consent to any assignment of this Lease or subletting
                           of the Premises.

                               (b) Notwithstanding the foregoing, if Tenant is
                           not in default of this Lease no consent will be
                           required for any merger, consolidation or assignment
                           to an entity purchasing all or substantially all of
                           the business of Tenant so long as Tenant gives
                           Landlord not less than 15 days prior written notice
                           of the transaction and the surviving Tenant or
                           assignee has a tangible net worth equal to or greater
                           than the tangible net worth of the Tenant prior to
                           such transaction. Landlord will use commercially
                           reasonable efforts to hold information regarding any
                           such merger, consolidation or purchase of Tenant
                           which has not been publicly announced in confidence,
                           subject to any disclosure required under any mortgage
                           or other financing for the Project or in enforcement
                           of this Lease. In addition, Landlord will not
                           unreasonably withhold its consent to a subletting of
                           portions of the Premises to a subtenant who in
                           Landlord's good faith judgment is not inconsistent
                           with the character of the Building and its other
                           tenants.

                               (c) Neither Tenant's rights nor Tenant's interest
                           in this Lease will pass to any trustee or receiver in
                           bankruptcy or assignee for the benefit of creditors,
                           or by operation of law, and this Lease will terminate
                           automatically upon the happening of any of those
                           events.

                               (d) Tenant will reimburse Landlord for any costs
                           and legal fees reasonably incurred by Landlord in
                           connection with any proposed transfer of sublease.
                           Tenant will also pay over to Landlord upon receipt
                           50% of any rent or other consideration received by
                           Tenant in connection with any such sublease which
                           (after deducting the out-of-pocket cost to Tenant, if
                           any, in effecting the sublease, including reasonable
                           alteration costs, commissions and legal fees) is in
                           excess of the Rent for the comparable period (or, if
                           the sublease is for less than all of the Premises, in
                           excess of the pro rata portion of the Rent for the
                           comparable period) and 50% of any consideration
                           received by Tenant in connection with any other
                           transfer or this Lease to any third party under
                           Section 17(a) (after deducting the out-of-pocket cost
                           to Tenant, if any, in effecting the transfer).

                               (e) No transfer of this Lease will be effective
                           unless it is in compliance with this Article and the
                           transferee has agreed with Landlord in writing to
                           perform and comply with all of Tenant's obligations
                           under this Lease. No subletting of all or any part of
                           the Premises will be effective unless it is in
                           compliance with this Article and the subtenant has
                           agreed with Landlord in writing to attorn to Landlord
                           at Landlord's written request upon any termination of
                           this Lease prior to the expiration of the sublease.

SUBORDINATION              18. (a) This Lease is subject and subordinate to all
                           ground or underlying leases now or hereafter
                           affecting all or any part of the Project and to the
                           lien of any mortgage or deed of trust in any amount
                           now or hereafter placed on all of any part of the
                           Project or on any interest in the Project, and any



                                       13
<PAGE>   14
                                                                    EXHIBIT 10.1
                           renewal, modification, consolidation, replacement or
                           extension of any of those encumbrances. However, any
                           such subordination will not be effective unless the
                           holder of such encumbrance has delivered to Tenant a
                           written agreement that this Lease and Tenant's rights
                           under this Lease will not be disturbed by such holder
                           so long as Tenant is not in default of this Lease
                           beyond any applicable notice and cure periods, and
                           Landlord will use commercially reasonable efforts to
                           cause the holder of the initial financing on the
                           Project to enter into a subordination,
                           non-disturbance and attornment agreement in form
                           reasonably acceptable to Tenant. Moreover, if the
                           holder of any first mortgage or first deed of trust
                           on the Project so elects, this Lease will in whole or
                           in part be deemed prior in lien to such first
                           mortgage or first deed of trust regardless of the
                           date of recording. Tenant will within 20 days after
                           Landlord's request execute and deliver without
                           further consideration any instruments desired by
                           Landlord or the lessor of any ground or underlying
                           lease or holder of any mortgage or deed of trust on
                           the Project evidencing the priority or subordination
                           of this Lease to such ground or underlying lease or
                           to the lien of such mortgage or deed of trust.

                               (b) Tenant will upon the request of the successor
                           in interest of Landlord following termination of any
                           ground or underlying lease or repossession in lieu of
                           termination, or foreclosure of any mortgage or deed
                           of trust or conveyance in lieu of foreclosure,
                           whether voluntary or by operation of law, attorn to
                           and become the tenant of the successor in interest,
                           but the successor in interest will not be liable for
                           any act or omission of Landlord, or subject to any
                           offsets or defenses Tenant may have against Landlord,
                           or subject to any repayment of the Security Deposit
                           made to Landlord except to the extent such Security
                           Deposit is transferred to such successor in interest,
                           or bound by any prepayment of Rent more than one
                           month in advance or by any amendment or modification
                           of this Lease made without the consent of the lessor
                           of the ground or underlying lease or holder of the
                           mortgage or deed of trust.

ACKNOWL-                   19. Within 20 days after the  request of Landlord or
EDGEMENT                   Tenant, the other party will execute, acknowledge
                           and deliver a statement addressed to the requesting
                           party or any prospective mortgagee, assignee,
                           transferee or others designated by the requesting
                           party certifying that this Lease is in full force and
                           effect and has not been modified or amended except as
                           set out in the statement, the date of commencement
                           and expiration of the Term, the date to which Rent
                           has been paid, that there are no current defaults by
                           Landlord or Tenant except as set out in the
                           statement, and as to any other matters pertaining to
                           this Lease as may be reasonably requested. Any
                           mortgagee, assignee, transferee or others designated
                           by the requesting party will be entitled to rely upon
                           the statement given under this Article.

INSURANCE                  20. (a) Tenant will procure and maintain, at its own
                           cost and expense, commercial public liability
                           insurance with contractual liability coverage
                           insuring Tenant and Landlord (and any other parties
                           reasonably requested by Landlord) from all claims,
                           demands or actions for injury or death or




                                       14
<PAGE>   15
                                                                    EXHIBIT 10.1

                           property damage in or about the Premises in amounts
                           which are from time to time reasonably required by
                           Landlord, but not less than $2,000,000 combined
                           single limit for injury or death and damage to
                           property, workers' compensation insurance within
                           statutory limits covering Tenant's employees in the
                           Premises, and fire insurance with extended coverage
                           and water damage insurance in amounts sufficient to
                           fully cover all improvements in or about the Premises
                           installed by or on behalf of Tenant and all property
                           in the Premises not owned by Landlord. The insurance
                           will be in a form and with an insurer reasonably
                           acceptable to Landlord and will not be subject to
                           cancellation or material change except after at least
                           10 days' written notice to Landlord. Each policy or a
                           duly executed certificate, together with satisfactory
                           evidence of the payment of premiums, will be
                           deposited with Landlord before the Commencement Date
                           and at least 30 days before the expiration of the
                           policy.

                               (b) Landlord will procure and maintain at
                           Landlord's cost (subject to Tenant's participation by
                           payment of Tenant's Share of Estimated Operating Cost
                           and any Operating Cost Adjustment) fire and extended
                           coverage insurance covering the Building and all
                           property of Landlord in the Building and commercial
                           liability insurance, with coverage and in amounts not
                           less than those which from time to time are
                           customarily carried by prudent owners of comparable
                           buildings in metropolitan Minneapolis-Saint Paul. At
                           the request of Tenant, Landlord will provide Tenant
                           with a certificate evidencing such insurance.

SURRENDER OF               21. Upon the  expiration  or  earlier  termination
PREMISES                   of this Lease, Tenant at its expense will immediately
                           (i) remove Tenant's goods and effects and those of
                           all persons claiming under Tenant; and (ii) surrender
                           the Premises to Landlord peaceably and quietly in as
                           good order and condition as they were in on the
                           Commencement Date or were thereafter placed by
                           Landlord, reasonable wear and tear excepted. If
                           Landlord so requests, Tenant at its cost will remove
                           any alterations, additions or improvements which
                           require Landlord's approval and were made to the
                           Premises without Landlord's written approval and
                           restore the Premises to the same condition as the
                           Premises was in prior to the unapproved alteration,
                           addition or improvement. Any property of Tenant left
                           in the Premises after expiration or 10 days after any
                           earlier termination of this Lease will be deemed
                           abandoned and may at Tenant's expense be disposed of
                           by Landlord as Landlord deems expedient.

QUIET                      22. Tenant, on paying the rent and performing its
ENJOYMENT                  obligations under this Lease, will peacefully have,
                           hold and enjoy the Premises subject to the terms of
                           this Lease.

BUILDING                   23. (a) Subject to participation by Tenant by payment
OPERATION                  of Additional Rent, Landlord will provide during
                           Tenant's occupancy of the Premises the following
                           services in accordance with standards for first-class
                           buildings of similar age and use in the community:



                                       15
<PAGE>   16
                                                                    EXHIBIT 10.1
                                 (i) standard janitorial service in
                                 the Premises Monday through Friday exclusive of
                                 legal holidays,

                                 (ii) heating, cooling, and ventilation for
                                 normal use and occupancy of the Premises during
                                 normal business hours for the Building,

                                 (iii) electric power in the Premises for normal
                                 office lighting and for standard office
                                 equipment not in excess of Tenant's pro rata
                                 share of the Building electrical capacity and
                                 service,

                                 (iv)  replacement of Building standard
                           fluorescent tubes, light bulbs and ballasts in the
                           Premises,

                                 (v)   access to and egress from the Premises,
                           including elevator service in common with other
                           tenants if the Premises is located above street
                           level,

                                 (vi)  domestic running water and necessary
                           supplies in common washrooms for general use by
                           occupants of the Building, and

                                 (vii) maintenance of Common Areas.

                                 (b)   If Landlord from time to time reasonably
                           determines that the use of any utility or service
                           provided by Landlord in the Premises is
                           disproportionate to the use of other occupants,
                           Landlord will separately charge Tenant for the excess
                           cost attributable to such disproportionate use. If
                           the utility or service is not metered or is supplied
                           to the Premises through meters common to other space,
                           Landlord will determine such excess use by
                           engineering calculations taking into account the load
                           factor, hours of use, and portion of the space to
                           which such utility or service is provided. Landlord
                           will deliver to Tenant Landlord's good faith estimate
                           of the excess cost of providing such utility or
                           service and Tenant will pay to Landlord monthly in
                           advance and without notice the amount of Landlord's
                           estimate. Landlord's cost will include the cost of
                           separately measuring and billing the utility service.
                           At the end of each calendar year, Landlord will
                           determine the actual cost of providing such utility
                           or service and adjustments will be made in the same
                           manner as an Operating Cost Adjustment and Tenant
                           will have the same rights to dispute such excess
                           costs in the same manner as provided for Additional
                           Rent. The excess cost of any such disproportionate
                           use will not be included in the Operating Cost Cap.

                                 (c)   Tenant will not install in the Premises
                           without Landlord's prior written consent any
                           equipment which generates sufficient heat to affect
                           the temperature otherwise maintained in the Premises.
                           If the equipment requires additional air conditioning
                           capacity above that provided by the




                                       16
<PAGE>   17
                                                                    EXHIBIT 10.1
                           Building system, the additional installation and
                           operating cost will be the obligation of Tenant and
                           will not be included in the Operating Cost Cap.

                                 (d) Landlord will make available 24-hour
                           heating and cooling to the Premises subject to such
                           reasonable advance notice and regulations as Landlord
                           may adopt from time to time. Landlord will provide
                           any other service requested by Tenant in amounts in
                           excess of Building standard if Landlord is reasonably
                           able to provide the additional amounts from existing
                           equipment or otherwise agrees to provide the
                           additional amounts. Tenant will pay Landlord's cost
                           of providing any such additional services (including
                           a reasonable charge based on Landlord's cost of
                           administration) in the same manner as payment of
                           Additional Rent, and Tenant will have the same rights
                           to dispute such costs in the same manner as provided
                           for Additional Rent. The cost of any such additional
                           service will not be included in the Operating Cost
                           Cap.

                                 (e) Landlord will keep the existing cafeteria,
                           exercise room and auditorium in the Common Areas in
                           operation for use by tenants and occupants during
                           reasonable hours, provided as to the cafeteria at
                           least 60% of the Building is occupied and that
                           operation of such cafeteria by the cafeteria operator
                           remains commercially viable.

                                 (f) Landlord will not be liable in damages or
                           otherwise if any service to be provided by Landlord,
                           or other supplier is interrupted or terminated
                           because of necessary repairs, installations or
                           improvements or any cause beyond the control of
                           Landlord, nor will any such event be construed as an
                           eviction of Tenant, work an abatement of rent, or
                           relieve Tenant from fulfilling any obligation of the
                           Lease. Under no circumstances will Landlord be liable
                           for consequential damages arising from the failure to
                           provide any service or the interruption or
                           termination of any service. However, to the extent
                           all or any portion of the Premises is rendered
                           unusable by reason of any such event, the Base Rent
                           and Additional Rent will be proportionally reduced
                           from three days after notice from Tenant that the
                           Premises are unusable until the Premises are again
                           able to be used. If any of the equipment or machinery
                           used by Landlord in supplying the services breaks
                           down or for any cause ceases to function properly,
                           Landlord will use reasonable diligence to make the
                           necessary repair or replacement.

                                 (g) Landlord will be entitled to cooperate
                           voluntarily in any reasonable manner with the efforts
                           of any governmental agency or utility supplier in
                           reducing energy or other resource consumption or in
                           coordinating other services so long as Tenant's use
                           of the Premises in its business is not materially
                           affected thereby.


                                       17
<PAGE>   18
                                                                    EXHIBIT 10.1

RIGHTS                     24.   (a) Landlord, its agents, representatives or
RESERVED TO                designees, may enter the Premises at all reasonable
LANDLORD                   hours to inspect the Premises, to make repairs,
                           alterations or additions to the Premises, the
                           Building or other improvements, to show the Premises
                           to prospective tenants, purchasers or mortgagees, or
                           for other reasonable purposes as Landlord deems
                           necessary or desirable. Except in an emergency or for
                           routine services such as cleaning and janitorial
                           services, Landlord will consult with or give Tenant
                           reasonable notice at the Premises prior to such
                           entry. Entry for showing the Premises to prospective
                           tenants may only be made when Tenant is in default or
                           during the last six months of the Term.

                                 (b) Landlord may install, use, maintain,
                           repair, and replace above the finished ceiling
                           surface, below the finished floor surface, and in the
                           walls and mechanical shafts within the Premises any
                           pipes, ducts, conduits, wires, and other equipment
                           for service to other parts of the Building or other
                           improvements.

                                 (c) Landlord may make changes in or additions
                           to any part of the Building or other improvements
                           outside the Premises and may alter or relocate any
                           public areas and special service areas in or serving
                           the Building, provided that such changes will not in
                           any material way permanently impair access to or
                           usability of the Premises and, so long as Tenant
                           occupies the largest square footage of Rentable Area
                           of any tenant in the Building, any such changes or
                           additions will be reviewed with Tenant. The parties
                           contemplate making certain renovations to the
                           Building lobby area or other public spaces as
                           provided under and subject to the terms of Article 9
                           of Exhibit E.

                                 (d) Landlord may change the name or address of
                           the Building on 30 days' notice to Tenant, provided
                           that so long as Tenant occupies the largest square
                           footage of Rentable Area of any tenant in the
                           Building the name will not be changed without the
                           prior written consent of Tenant, which consent will
                           not be unreasonably withheld, delayed or conditioned.

                                 (e) In entering the Premises or carrying out
                           any work under this Article, Landlord will not
                           interfere with Tenant's use of the Premises and
                           operation of its business any more than is reasonably
                           necessary under the circumstances and will repair any
                           damage to the Premises caused by the work. Landlord
                           will not be liable in damages or otherwise for
                           interference with Tenant's use of the Premises or
                           operation of its business, nor will the entry or work
                           be construed as an eviction of Tenant, work an
                           abatement of rent, or relieve Tenant from fulfilling
                           any obligation under this Lease.

ASSIGNMENT                 25.   Landlord may sell, convey, transfer or assign,
BY LANDLORD                in whole or in part, its rights and obligations under
                           this Lease and in the Project subject to the rights
                           of Tenant under this Lease, and Tenant will attorn to
                           the transferee. In connection with such transaction,
                           Landlord will also transfer any Security Deposit to
                           the transferee.



                                       18
<PAGE>   19
                                                                    EXHIBIT 10.1

CONDEMNA-                  26. If the entire Premises are taken or condemned for
TION                       any public purpose (or purchased under threat of
                           taking) this Lease will terminate as of the date of
                           taking. If part of the Project is so taken or
                           condemned and Landlord determines that substantial
                           alteration, reconstruction or demolition of a
                           substantial part of the Building or of that portion
                           of the Building in which the Premises are located is
                           necessary or desirable, whether or not the Premises
                           are affected thereby, or that sufficient proceeds
                           from the condemnation award are not made available
                           for Landlord to restore the remainder of the
                           Premises, Landlord may terminate this Lease as of the
                           date of taking upon giving notice to Tenant within 60
                           days after the date of taking. If more than 25% of
                           the Rentable Area of the Premises (or a substantial
                           part of the parking or other Common Areas) is so
                           taken or condemned and as a result thereof the
                           Premises remaining are not reasonably able to be used
                           by Tenant for the purposes for which the Premises
                           were leased, Tenant may terminate this Lease as of
                           the date of taking upon giving notice to Landlord
                           within 60 days after the date of taking. If a portion
                           of the Premises is affected by such taking or
                           condemnation and this Lease is not so terminated,
                           Landlord will promptly restore the remainder of the
                           Premises to as near the condition which existed prior
                           to the taking as reasonably possible, the Rentable
                           Area used to calculate the Base Rent and Additional
                           Rent will be reduced for the period following the
                           date of taking to reflect the reduction in the
                           Rentable Area of the Premises and the Building, and
                           Tenant will promptly repair and replace any
                           merchandise, movable equipment, furniture, and other
                           trade fixtures and personal property to as near the
                           condition as which existed prior to the taking as
                           reasonably possible. The entire award or other
                           compensation for any taking or purchase of the fee
                           and leasehold will belong to Landlord, but Landlord
                           will not be entitled to any award made to Tenant for
                           movable equipment, furniture and other trade fixtures
                           owned by Tenant or for Tenant's relocation or moving
                           expenses.

DAMAGE TO                  27. If that portion of the Building in which the
BUILDING                   Premises are located is damaged or destroyed by fire
                           or other casualty and Landlord is unable to obtain
                           the necessary approvals, consents and permits which
                           would enable Landlord to repair and restore the
                           Premises within 180 days after the damage or
                           destruction, either Landlord or Tenant may terminate
                           this Lease by giving written notice to the other
                           within 90 days after the damage or destruction. If
                           all or a substantial part of the Building is damaged
                           or destroyed (whether or not the Premises are
                           affected thereby) and Landlord determines that
                           substantial alteration, reconstruction or demolition
                           of a substantial part of the Building is necessary or
                           desirable, or that sufficient insurance proceeds are
                           not made available for Landlord to repair any such
                           damage or destruction, Landlord may terminate this
                           Lease by giving written notice to Tenant within 90
                           days after the damage or destruction. If a portion of
                           the Premises is damaged by fire or other casualty and
                           this Lease is not so terminated, Landlord will
                           promptly restore the Premises to as near the
                           condition which existed prior to such damage or
                           destruction as reasonably



                                       19
<PAGE>   20
                                                                    EXHIBIT 10.1
                           possible, and the Base Rent and Additional Rent will
                           be reduced during the time the Premises are
                           untenantable in the proportion that the untenantable
                           portion of the Premises bears to the entire Premises.
                           Landlord will not be responsible to Tenant for
                           damages to or destruction of merchandise, movable
                           equipment, furniture and other trade fixtures and
                           personal property in or about the Premises regardless
                           of the cause of damage or destruction, and Tenant
                           will promptly repair and replace those items to as
                           near the condition which existed prior to the damage
                           or destruction as reasonably possible. Landlord will
                           have the exclusive right to all insurance proceeds
                           relating to any improvements (other than Tenant's
                           trade fixtures and personal property) installed by or
                           on behalf of Tenant.

HOLDING OVER               28. (a) If Tenant holds over after expiration or
                           earlier termination of this Lease without written
                           consent of Landlord, Tenant will become a tenant at
                           sufferance only at a rental rate equal to 150% of the
                           Base Rent in effect for the month immediately
                           preceding the expiration or termination (but in no
                           event less than the fair rental value) plus all other
                           Rent which would be payable had the Term remained in
                           effect and otherwise subject to the terms of this
                           Lease. No unauthorized holding over will operate to
                           extend the Term and Tenant will indemnify Landlord
                           against all claims for damages of any kind resulting
                           from the holdover.

                               (b) Any holding over with the consent of
                           Landlord in writing will be deemed an occupancy of
                           the Premises as a tenant from month to month, at a
                           monthly rental equal to the installment of Base Rent
                           in effect for the month preceding the expiration or
                           termination plus all other Rent which would be
                           payable had the Term remained in effect, or such
                           other amount as is set out in the consent, and
                           subject to all other terms and conditions of this
                           Lease to the extent they are applicable to a month to
                           month lease terminable by either party on 30 days
                           written notice to the other.

LEGAL COSTS                29. If Landlord or Tenant places the enforcement of
                           this Lease, the collection of any amount due or to
                           become due, or the recovery of possession of the
                           Premises in the hands of an attorney or files suit
                           upon the other party, the prevailing party will be
                           entitled to reimbursement of its reasonable
                           attorneys' fees and court costs.

DEFAULT BY                 30. (a) Tenant  will be in default of this Lease if
TENANT                     (i) Tenant fails to pay any sum owing by it under
                           this Lease within five days after the due date; or
                           (ii) Tenant fails to comply with the assignment and
                           subletting provisions under Article 17; or (iii)
                           Tenant fails to observe or perform any other
                           provision of this Lease within 30 days after notice
                           of such failure (or if such breach cannot reasonably
                           be cured within such 30-day period such additional
                           period as may be required using all due diligence),
                           or (iv) Tenant abandons the Premises or fails to take
                           possession of the Premises when available for
                           occupancy or fails to begin conducting business in
                           the Premises as soon as


                                       20
<PAGE>   21
                                                                    EXHIBIT 10.1


                           practicable after taking possession, or (v) the
                           interest of Tenant under this Lease is levied on
                           under execution or other legal process, or any
                           petition filed by or against Tenant to declare Tenant
                           a bankrupt or to delay, reduce or modify Tenant's
                           debts or obligations, or any petition is filed or
                           other action taken to reorganize or modify Tenant's
                           capital structure (if Tenant is a corporation or
                           other entity) or Tenant is declared insolvent
                           according to law, or any assignment of Tenant's
                           property is made for the benefit of creditors, or a
                           receiver or trustee is appointed for Tenant or its
                           property (provided that no levy, execution, legal
                           process or petition filed against Tenant constitutes
                           a breach of this Lease if Tenant vigorously contests
                           by appropriate proceedings and it is removed or
                           vacated within 60 days from the date of its creation,
                           service or filing). Vacation of the Premises will not
                           be deemed to be an abandonment so long as Tenant pays
                           the Rent and performs all of its other obligations as
                           and when required under this Lease, but Landlord will
                           have the right to terminate this Lease upon written
                           notice to Tenant if all or substantially all of the
                           Premises are vacated for more than 90 consecutive
                           days and upon such termination and subject to return
                           of any Security Deposit held by Landlord neither
                           Landlord or Tenant will have any further obligation
                           or liability under this Lease for matters arising or
                           accruing after the date of such termination.

                                 (b) If Tenant is in default of this Lease,
                           Landlord may (i) terminate this Lease and recover
                           forthwith as damages the amounts provided in this
                           Article; or (ii) terminate Tenant's right of
                           possession and repossess the Premises and remove all
                           persons or property from the Premises, without demand
                           or notice to Tenant and without terminating this
                           Lease, and recover forthwith as damages the amounts
                           provided in this Article; or (iii) whether or not
                           this Lease is terminated or Landlord repossesses the
                           Premises for default by Tenant, exercise any other
                           rights or remedies provided at law or in equity. If
                           this Lease is terminated or Landlord repossesses the
                           Premises for default by Tenant, Landlord may (but
                           will not be obligated to) relet all or any part of
                           the Premises for the account of Tenant for the rent
                           and upon the terms Landlord deems advisable and may
                           make changes, additions, improvements, redecorations,
                           and repairs to the Premises as Landlord deems
                           advisable, without affecting Tenant's liability under
                           this Lease.

                                 (c) If this Lease is terminated or Landlord
                           repossesses the Premises for default by Tenant,
                           Tenant will pay to Landlord on demand the sum of (i)
                           the unpaid Rent owing at the time of termination or
                           repossession, as the case may be; and (ii) all
                           expenses reasonably incurred by Landlord in
                           terminating, repossessing, and reletting including
                           but not limited to costs of changes, additions,
                           improvements, redecorations and repairs, brokerage
                           and legal fees, and the collection of rent; and (iii)
                           any deficiency between the Rent for the remainder of
                           the Term and the payments, if any, received by
                           Landlord from any reletting of the Premises or, if
                           elected by Landlord as liquidated and final damages
                           for lost rent, in addition to the monthly
                           deficiencies accruing through the date of such
                           election, a lump sum equal to the present value
                           (calculated by discounting at the stated rate of
                           interest


                                       21
<PAGE>   22
                                                                    EXHIBIT 10.1

                           payable under any first mortgage or deed of trust on
                           the Project, or 1% per annum over the discount rate
                           of the Federal Reserve Bank of Minneapolis, whichever
                           is less) as of the date of such election of the
                           amount by which Rent for the remainder of the Term
                           exceeds the then reasonable rental value of the
                           Premises over the remainder of the Term, and (iv) any
                           other sums, interest, or damages owed by Tenant to
                           Landlord under this Lease. In determining the Rent
                           for the remainder of the Term, Tenant's Share of
                           Actual Operating Costs and similar charges will be
                           assumed to be the same as for the calendar year
                           immediately preceding the date of such election or
                           such shorter period as may have elapsed since the
                           Building was first occupied by tenants.

                               (d) Failure of Landlord to declare a default
                           immediately upon occurrence or any delay in taking
                           any action in connection with the default will not
                           waive the default, and Landlord may declare the
                           default at any time thereafter.

                               (e) If Tenant defaults in the observance or
                           performance of any of its obligations under this
                           Lease, Landlord may (but without obligation and
                           without limiting any other remedies which it may have
                           by reason of the default) cure the default, and
                           Tenant will pay the costs of curing the default to
                           Landlord upon demand.

LANDLORD                   31. In the event of any alleged default in the
DEFAULT                    obligation of Landlord under this Lease, Tenant will
                           deliver to Landlord written notice listing the
                           reasons for Landlord's default and Landlord will have
                           30 days following receipt of such notice to cure such
                           alleged default or, in the event the alleged default
                           cannot reasonably be cured within a 30-day period, to
                           commence action and proceed diligently to cure such
                           alleged default. A copy of such notice to Landlord
                           will be sent to any lessor of any ground or
                           underlying lease or holder of any mortgage or deed of
                           trust of which Tenant has been notified in writing,
                           and any such lessor or holder will also have the same
                           period of time and the same rights to cure such
                           alleged default. Notwithstanding the foregoing,
                           Tenant may upon such notice exercise any right or
                           remedy Tenant may have to retain possession of the
                           Premises on account of a breach of Landlord's
                           covenant of quiet enjoyment whether or not such
                           30-day notice period has expired.

INDEMNITY                  32. (a) Landlord and its agents, officers and
                           employees will not be liable for any damage to the
                           property of Tenant or its subtenants or their
                           respective agents, officers, employees, customers or
                           invitees to the extent such damage is caused by any
                           reason other than the negligence or willful
                           misconduct of Landlord, its agents, officers or
                           employees, or for any injury or damage to person or
                           property occurring in the Premises or caused by any
                           negligence or willful misconduct of Tenant, its
                           agents, officers, employees, customers and invitees.
                           Tenant will indemnify, defend and hold harmless
                           Landlord from all claims, costs and liabilities
                           arising out of any such injury or damage.




                                       22
<PAGE>   23
                                                                    EXHIBIT 10.1

                               (b) Subject to Section 32(a), Landlord will
                           indemnify, defend and hold harmless Tenant from all
                           claims, costs and liabilities arising out of any
                           injury or damage to person or property occurring
                           within the Common Areas or to the extent caused by
                           the negligence or willful misconduct of Landlord, its
                           agents, officers or employees.

WAIVER OF                  33. Anything in this Lease to the contrary
SUBROGATION                notwithstanding, Landlord and Tenant each waive any
                           right of recovery, claim, action or cause of action
                           against the other and the agents, officers and
                           employees of the other for any loss or damage that
                           may occur to the Premises or any improvements or
                           property of Tenant in or about the Premises or to the
                           Building or any improvements or property of Landlord
                           in or about the Building by reason of fire or other
                           cause which would be insured under the terms of
                           standard fire and extended coverage insurance
                           policies, regardless of cause or origin, including
                           negligence of the other party, its agents, officers
                           or employees, and agrees that no insurer will hold
                           any right of subrogation against the other party.
                           Each party will cause each insurance policy obtained
                           by it to provide that the insurer waives all right of
                           recovery by way of subrogation against either party
                           in connection with any damage covered by the policy.

SEVERABILITY               34. If any term or provision of this Lease or the
                           application of it to any person or circumstance is
                           invalid or unenforceable, the remainder of this Lease
                           or the application of provision to other persons or
                           circumstances will not be affected, and each
                           provision of this Lease will be valid and enforceable
                           to the extent permitted by law.

WAIVER OF                  35. Failure of Landlord to insist in any one or more
COVENANTS                  instances upon strict performance of any obligation
                           of Tenant under this Lease or to exercise any right
                           available to it under this Lease will not be
                           construed as a waiver or a relinquishment for the
                           future of the obligation or right and the obligation
                           or right will continue and remain in full force and
                           effect. The receipt by Landlord of rent with
                           knowledge of a breach in any obligation of Tenant
                           under this Lease will not be deemed a waiver of the
                           breach, and Landlord will not be deemed to have
                           waived any provision of this Lease until expressed in
                           writing and signed by Landlord.

NOTICES                    36. All notices, demands, consents and approvals
                           given under this Lease will be in writing and will be
                           deemed to have been fully given to Tenant when
                           personally delivered to Tenant or Tenant's agent
                           (including but not limited to delivery by messenger
                           or courier with evidence of receipt) or when
                           deposited in the United States mail, certified or
                           registered, return receipt requested, postage
                           prepaid, and addressed to Tenant at the Premises, or
                           to Landlord when deposited in the United States mail,
                           certified or registered, return receipt requested,
                           postage prepaid, and addressed to Landlord at the
                           same address as Rent is then to be paid. Either party
                           may designate a different address on at least 15
                           days' written notice to the other.



                                       23
<PAGE>   24

                                                                    EXHIBIT 10.1




SECURITY        37. If Tenant has deposited with Landlord a Security Deposit,
DEPOSIT         the Security Deposit will be held without liability to secure
                the faithful performance by Tenant of its obligations under this
                Lease. The Security Deposit will be deposited by Landlord in an
                interest-bearing account and so long as Tenant is not in default
                of this Lease any interest accrued on such account will be paid
                to Tenant at the end of each calendar year during the Term.
                Landlord may apply or retain the Security Deposit to cure any
                default or reimburse Landlord for any sum expended for the
                default, and Tenant will upon demand restore the security to the
                original sum deposited. However, if Tenant has defaulted on its
                obligation to pay Rent twice in any twelve-month period, Tenant
                will upon demand increase the Security Deposit to an amount
                equal to two months' installments of the Rent then-currently
                payable under this Lease. The Security Deposit will not be
                mortgaged, assigned, transferred or encumbered by Tenant without
                Landlord's prior written consent. If Tenant faithfully performs
                its obligations under this Lease, the Security Deposit will be
                returned to the then holder of Tenant's interest under this
                Lease at the expiration of the Term except that Landlord may
                retain one-half of the Security Deposit until the final amount
                due for any Operating Cost Adjustment has been determined and
                paid in full.


MISCELLA-       38.     (a) This Lease is binding upon and inures to the benefit
NEOUS           of Landlord, its successors and assigns, and is binding upon and
                inures to the benefit of Tenant, its successors and any assigns
                approved by Landlord under this Lease. The obligations of this
                Lease run with the Land, except that the Landlord and each
                successor in interest of Landlord will be liable for obligations
                accruing only during its period of ownership.

                        (b) The rights and remedies of Landlord under this Lease
                are cumulative and none will exclude any other rights or
                remedies allowed by law or equity. This Lease is declared to be
                a Minnesota contract, and all of its terms will be construed
                according to the laws of the State of Minnesota.

                        (c) Time is of the essence of each obligation of this
                Lease in which time is a factor.

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

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

                        (f) The officers or managers executing this Lease on
                behalf of Tenant or Landlord will have no personal liability for
                the obligations of Tenant or Landlord under this Lease.

                        (g) The submission of this document for examination and
                negotiation




                                       24


<PAGE>   25


                                                                    EXHIBIT 10.1



                does not constitute an offer to lease or a reservation of or
                option for the Premises. This document becomes effective and
                binding only upon the execution and delivery of it by Landlord
                and Tenant.
                        (h) All negotiations, considerations, representations
                and understandings between Landlord and Tenant are incorporated
                in this Lease and may be modified or altered only by agreement
                in writing between Landlord and Tenant. No act or omission of
                any employee or agent of Landlord or of Landlord's broker will
                alter, change or modify any of the provisions of this Lease.

                        (i) Landlord, its partners, beneficiaries of trust,
                members, officers, agents and employees and any estate, heirs,
                personal representatives, successors or assigns of any of them
                will have no personal liability as to any of the obligations of
                Landlord under this Lease. If Landlord defaults or breaches any
                of its obligations under this Lease, Tenant will look solely to
                the estate and property of Landlord in the Project for the
                collection of any judgment (or any other judicial procedure
                requiring the payment of money by Landlord) and no other
                property or asset will be subject to levy, execution or other
                procedure for satisfaction of Tenant's remedies.

                        (j) Landlord will pay any brokerage commissions owing to
                Frauenshuh Companies in connection with this Lease. Landlord and
                Tenant will indemnify and hold harmless the other from all
                claims for compensation, commissions and charges by any other
                broker or agent engaged to represent it in connection with this
                Lease or the negotiation of it.

                        (k) Landlord and Tenant disclaim any intention to create
                a joint venture, partnership or agency relationship.



IN WITNESS OF THIS LEASE, Landlord and Tenant have properly executed it as of
the date set out in the heading.


LANDLORD:                                    DRF HOLDINGS LLC



                                             By  s/s David Frauenshuh
                                               ---------------------------------
---
                                                     Its Manager


TENANT:                                      NET PERCEPTIONS, INC.


                                             By  s/s Thomas Donnelly
                                               ---------------------------------
---
                                                     Its Chief Financial Officer




                                       25


<PAGE>   26

                                                                    EXHIBIT 10.1


                                             And by
                                                   -----------------------------
                                                   Its
                                                      --------------------------




                                       26

<PAGE>   27


                                                                    EXHIBIT 10.1


                                    EXHIBIT A

                               DESCRIPTION OF LAND

Lot 2, Block 1, Edina Office Center, except that part thereof lying Southerly
and Westerly of the Westerly right-of-way of West 77th Street as described in
Document No. 1321642, according to the recorded plat thereof, Hennepin County,
Minnesota;

Together with appurtenant easements and rights and subject to easements, rights,
reservations and restrictions burdening said land.




                                      A-1


<PAGE>   28


                                                                    EXHIBIT 10.1


                                    EXHIBIT B

                              BUILDING REGULATIONS



ACCESS                  1. Landlord may from time to time establish security
                        regulations for the purpose of regulating access to the
                        Building. Tenant will abide by all security regulations
                        so established. During other than normal Building hours,
                        access to the Building or to the halls, corridors,
                        elevators and stairways in the Building may be
                        restricted so long as reasonable access to the Premises
                        is available at all times.


COMMON                  2. Tenant will not place or store anything in or
AREAS                   obstruct in any way any sidewalk, entrance, exit,
                        loading or shipping area, hall, corridor, elevator,
                        stairway or other common or special service area. The
                        entrances, exits, loading or shipping areas, halls,
                        corridors, elevators, stairways and other common or
                        special service areas are not for the use of the general
                        public and Landlord will in all cases retain the right
                        to control and prevent access to them by all persons
                        whose presence in the judgment of Landlord will be
                        prejudicial to the safety or security of the Building or
                        its occupants.


PARKING AREAS           3. Use of any parking area will be subject to such rules
                        as may be promulgated from time to time by Landlord. The
                        parking areas are made available only as a convenience
                        to Tenant and its employees, customers and invitees, and
                        Landlord will not be liability for any theft of or loss
                        or damage to any vehicle using the parking areas or the
                        accessories to or contents of any such vehicle. Tenant
                        will not use or permit use of the parking areas for the
                        overnight storage of automobiles or other vehicles
                        without the prior written consent of Landlord.



DIRECTORIES             4. The directories of the Building will be provided by
                        Landlord for displaying the name and location of the
                        tenants of the Building. Any additional names requested
                        by Tenant to be displayed in the directories must be
                        approved by Landlord in writing and, if so approved,
                        will be provided at the sole expense of the Tenant.



SIGNS                   5. No sign, advertisement or other visual aid will be
                        painted, affixed or otherwise exposed on the windows,
                        doors or any part of the exterior of the Building, on
                        the Land or in the parking area or other Common Areas,
                        without the prior written approval of the Landlord. All
                        interior identification signs will be in accordance with
                        the Building standards and submitted to Landlord for
                        written approval.



LARGE & HEAVY           6. Tenant will be solely responsible for furniture,
ARTICLES                freight and other large or heavy articles brought into
                        the Building. Such articles may be brought into or
                        removed from the Premises only at times and in the
                        manner designated by Landlord, using service doors and
                        freight elevators designated for such




                                       B-1



<PAGE>   29

                                                                    EXHIBIT 10.1



                        purpose. All damage done by moving such articles will be
                        repaired at the expense of Tenant. Tenant will not
                        overload any floor while moving or maintaining any heavy
                        articles. Landlord may direct the location of heavy
                        articles and, if considered necessary by Landlord,
                        require supplementary supports at the expense of Tenant
                        to properly distribute the weight.


APPEARANCE              7. Articles will not be placed in the Premises near the
                        glass of any door, wall or window which may be unsightly
                        from outside the Premises. No articles will be placed on
                        any window ledge. No awnings or similar devices will be
                        placed on the outside windows in the Premises. No
                        blinds, shades, draperies or other forms of inside
                        window covering other than those provided by Landlord
                        may be installed in the Premises. Tenant will not paint
                        or decorate the Premises or install any floor coverings
                        without in each instance obtaining the prior written
                        consent of Landlord. No nails, screws or other fasteners
                        will be driven into exterior walls or other vapor
                        barrier.


PROTECTING              8. Before leaving the Premises unattended, Tenant will
PREMISES                close and securely lock all windows, doors or other
                        means of entry to the Premises and shut off all
                        utilities, lights and equipment in the Premises. Tenant
                        will be responsible for keeping the Premises secure and
                        protecting the Premises and all property and persons in
                        the Premises from theft, robbery, pilferage and other
                        crimes.



LOCKS                   9. No additional or replacement locks will be placed on
                        any of the doors or windows without the prior written
                        consent of Landlord. No keys for the Premises will be
                        made other than those provided by Landlord. Upon
                        termination of this Lease or of Tenant's possession,
                        Tenant will surrender all keys to the Premises and all
                        keys for offices, rooms or toilet rooms which have been
                        furnished to Tenant.



UTILITIES               10. Tenant will not waste or overuse any utilities
                        furnished to the Premises, and will cooperate fully with
                        Landlord to assure the most effective and energy
                        efficient operation of the Building. Tenant will not
                        install or change any signal, communication, alarm or
                        other utility or similar service connections without the
                        prior written approval of Landlord. Tenant will not
                        install in the Premises any equipment (including
                        computer or data processing equipment) which requires a
                        substantial amount of electrical current without the
                        advance written consent of Landlord. Tenant will
                        ascertain from Landlord the maximum amount of electrical
                        load which can safely be permitted in the Premises, and
                        will not connect a greater load than such safe capacity.
                        Tenant will keep corridor doors closed and will not open
                        any windows. Tenant will lower and adjust any venetian
                        blinds, shades or draperies on the windows in the
                        Premises in accordance with Landlord's directions.
                        Toilets, urinals, wash bowls and the other toilet room
                        apparatus will not be used for any purpose other than
                        that for which they were constructed, and no foreign
                        substance will be thrown therein.




                                      B-2



<PAGE>   30


                                                                    EXHIBIT 10.1



OUTSIDE                 11. Tenant may obtain commercially-supplied ice, food,
SERVICES                beverage, towel or other similar services on the
                        Premises from reputable third-party vendors selected by
                        Tenant so long as such vendors abide by reasonable
                        regulations fixed by Landlord concerning the manner of
                        deliveries. No vending machines of any description will
                        be installed, maintained or operated in the Premises or
                        the Building without the prior written consent of
                        Landlord. Landlord hereby consents to installation of
                        vending machines within the kitchenette area of the
                        Premises for the purpose of dispensing to Tenant's
                        employees beverages and snack items provided by outside
                        vendors.


INTOXICATION            12. Landlord reserves the right to exclude or expel from
                        the building any person who, in the judgment of
                        Landlord, is intoxicated or under the influence of
                        liquor or other drugs, or who will in any manner do any
                        act in violation of any of the rules and regulations of
                        the Building.


FIXTURE                 13. Any and all movable furniture, fixtures and goods
MOVEMENT                will be moved by Tenant and at Tenant's expense whenever
                        such moving is necessitated for the purpose of Building
                        repair or maintenance to be performed by Landlord. Any
                        other fixtures installed by Tenant at locations by
                        Landlord will be moved by Landlord at Landlord's cost.


PROHIBITIONS            14. Tenant will not (a) conduct itself in a manner
                        inconsistent with the comfort or convenience of other
                        tenants and the character of the Building, (b) install
                        or operate any mechanical device or space heater in or
                        about the Premises, (c) permit preparation, warming, or
                        dispensing of food or beverages in the Premises except
                        in accordance with arrangements approved by Landlord,
                        (d) use the Premises for housing, lodging or sleeping
                        purposes, (e) place any radio or television antennae on
                        the roof or on or in any part of the inside or outside
                        of the Building other than the inside of the Premises,
                        (f) operate any radio, television, or other sound
                        producing instrument or device inside or outside the
                        Premises which may be heard outside the Premises, (g)
                        use any illumination or power for the operation of any
                        equipment other than electricity, (h) operate any
                        electrical device from which may emanate electrical
                        waves which may interfere with or impair computer
                        equipment or radio or television broadcasting or
                        reception from or in the Building or elsewhere, (i)
                        bring or permit to be in the Building any bicycle or
                        other vehicle, or dog (except specially trained dogs in
                        the company of a blind or deaf person) or other animal
                        or bird, (j) permit any objectionable noise or odor to
                        emanate from the Premises, (k) disturb, solicit or
                        canvass other tenants or occupants of the Building
                        (except that Tenant will be permitted to reasonably
                        market use of its conference space in the Premises by
                        other tenants), (l) do anything in or about the Premises
                        tending to create or maintain a nuisance or do any act
                        tending to injure the reputation of the Building, (m)
                        use the name or picture of the Building in any
                        letterheads, envelopes, or advertisements except with
                        Landlord's prior written consent, which consent is
                        hereby granted, or (n) throw or drop any article from
                        any window or other opening in the Building.




                                      B-3

<PAGE>   31
                                                                    EXHIBIT 10.1



MANAGEMENT              15. Service requirements of Tenant will be attended to
OFFICE                  only upon application at the management office serving
                        the Building (except that Tenant will be permitted to
                        market use of the conference space in the Premises by
                        other tenants).


APPLICATION             16. Tenant will use commercially reasonable efforts to
                        ensure that its agents and subtenants and the employees,
                        agents, subtenants, licensees, invitees and contractors
                        of it and its agents and subtenants comply with these
                        regulations. These regulations may be added to or
                        amended by Landlord for the benefit of all tenants of
                        the Project, and such amendments will become affective
                        immediately upon notification.




                                      B-4



<PAGE>   32




                                                                    EXHIBIT 10.1



                                    EXHIBIT C

                                PLAN OF PREMISES




                                      C-1


<PAGE>   33


                                                                    EXHIBIT 10.1




                                    EXHIBIT D

                             CONSTRUCTION PROCEDURES
                    (TENANT COORDINATED - EXISTING BUILDING)



CONSTRUCTION            1. In this Exhibit D and the Lease:
DEFINITIONS

                                (a) "Lease" means the Lease of which this
                        Exhibit D is a part.

                                (b) "Building Standard" means the quantity and
                        quality of materials, equipment, finishing, artisanship
                        and other elements from time to time specified for the
                        Building.

                                (c) "Space Planner" means the professional
                        architect(s) or engineer(s) from time to time engaged by
                        Tenant at its expense and approved by Landlord for
                        preparation of the Space Plan.

                                (d) "Space Plan" means the plans and
                        specifications (including structural, architectural,
                        mechanical, and electrical working drawings) prepared by
                        the Space Planner at Tenant's expense for the supply,
                        installation, and finishing of improvements in the
                        Premises such as partitions, doors and hardware,
                        ceilings, floor covering, window coverings, wall
                        coverings, and built-ins, wiring, lights and switches,
                        heating, ventilation and cooling equipment and controls,
                        telephone and electrical outlets, plumbing and fixtures,
                        fire protection, fire warning and security systems, and
                        other mechanical and electrical equipment and facilities
                        which are attached to and form part of the Building.

                                (e) "Tenant's Work" means the items supplied,
                        installed and finished by Tenant at no cost to Landlord
                        under Article 4.






PREPARATION OF SPACE    2.      (a) The design, layout, finishes and equipment
PLAN                    for the Premises will be compatible with the character
                        and capacity of the Building, will be determined by
                        Tenant in accordance with this Exhibit D (subject to
                        Landlord's approval), and will be set out in the Space
                        Plan.

                                (b) As soon as practicable, Landlord will
                        deliver copies of floor plans, structural drawings,
                        mechanical drawings and electrical drawings available to
                        Landlord which provide basic information about the
                        Premises. Landlord will have no responsibility or
                        liability for the completeness or reliability of such
                        plans and drawings.

                                (c) The Space Planner is responsible to become
                        familiar with the Building, the plans and drawings
                        provided by Landlord for the Premises, and the design
                        criteria and construction procedures adopted by Landlord
                        to permit completion of proper and adequate structural,
                        architectural, mechanical and electrical working
                        drawings as part of the Space Plan for Tenant's Work.




                                      D-1

<PAGE>   34

                                                                    EXHIBIT 10.1



                        Tenant will impose and enforce all terms of this Exhibit
                        on the Space Planner.

                                (d) The drawings included in the Space Plan will
                        be blueline drawings and will include floor plans,
                        interior elevations, structural, architectural,
                        mechanical and electrical working drawings, and details
                        of any special installations which will affect the
                        Building or perimeter walls of the Premises. The
                        specifications included in the Space Plan will include
                        all materials and finishes to be used and performance
                        characteristics for fixtures and equipment. All
                        materials, equipment, finishes and other elements will
                        conform with and be of a quality at least equal to
                        Building Standard. Where applicable, the Space Plan will
                        include section and elevations for Tenant entries,
                        details of entry signage (which will conform to
                        Landlord's sign criteria), reflected ceiling plans, and
                        mechanical work in the ceiling area. Unless otherwise
                        agreed by Landlord, all drawings provided by Tenant will
                        be of uniform size not exceeding 24" x 36" and to a
                        minimum scale of 1/8" = 1'0". In addition, drawings and
                        specifications included in the Space Plan will be
                        provided to Landlord in an electronic format which is
                        Autocad compatible with layering to match specifications
                        to be supplied by Landlord.

APPROVAL                3.      (a) As soon as practicable after execution of
OF SPACE PLAN           the Lease, Tenant will deliver to Landlord six copies of
                        the complete Space Plan, together with a materials board
                        and any other information reasonably requested by
                        Landlord.

                                (b) Not more than five business days after
                        receiving the Space Plan, Landlord will notify Tenant
                        either of its approval of the Space Plan or of the
                        changes required. If Landlord notifies Tenant that
                        changes are required, Tenant will within five business
                        days of that notification submit to Landlord for its
                        approval the Space Plan amended in accordance with the
                        changes so required. Tenant will deliver to Landlord
                        four copies of the approved Space Plan plus one sepia
                        copy of all drawings included therein. The times
                        provided in this Article for preparation, delivery and
                        approval of the Space Plan may be extended upon written
                        approval of both Landlord and Tenant. After approval of
                        the Space Plan, Tenant may amend the Space Plan and
                        deliver the amendments to Landlord and Landlord will
                        review those amendments, all in accordance with the
                        procedures previously set out in this Article. No work
                        will be performed pursuant to the amended Space Plan
                        until approved by Landlord.


TENANT'S WORK           4.      (a) All work involved in completion of the
                        Premises for occupancy will be carried out by Tenant at
                        no cost to Landlord. Tenant's Work will be (i) of a
                        quality at least equal to Building Standard, (ii)
                        completed in accordance with the Space Plan, (iii)
                        carried out by contractors approved by Landlord without
                        unduly interfering with Landlord or the other tenants,
                        (iv) performed in compliance with Articles 12 and 13 of
                        the Lease, and (v) carried out with all due diligence
                        and (subject to circumstances over which Tenant has no
                        control) completed prior to the Commencement Date.
                                (b) Notwithstanding anything to the contrary,
                        the following Tenant's




                                      D-2

<PAGE>   35


                                                                    EXHIBIT 10.1



                        Work will be performed by Landlord at Tenant's expense:

                                        (i) all approved modifications to the
                                base Building structural, heating, cooling,
                                ventilation, mechanical, electrical, sprinklers
                                and life safety systems,

                                        (ii) all patching of Building
                                fireproofing,

                                        (iii) all drilling, cutting, coring or
                                patching for conduit, pipe sleeves, chases, duct
                                equipment or openings in any floor, wall, column
                                or roof of the Building which is approved by
                                Landlord, and

                                        (iv) all connections to base Building
                                systems other than low pressure ductwork
                                connections.




COMPLETION              5.      (a) From and after the date Landlord notifies
OF WORK                 Tenant that the Premises are available for completion of
                        Tenant's Work, and subject to the terms of the Lease and
                        this Article, Tenant and the contractors and workers
                        employed by it will have access to and non-exclusive use
                        of the Premises to perform Tenant's Work.

                                (b) To assure that work proceeds efficiently on
                        the Building, Landlord may from time to time make rules
                        for coordination of construction work. Tenant will
                        ensure that all contractors and workers employed by it
                        are informed of and observe such rules.

                                (c) Prior to commencement of Tenant's Work,
                        Tenant and the contractors and workers employed by it
                        will make appropriate arrangements with Landlord for
                        performance of Tenant's Work, including arrangements for
                        material handling and hoisting, material and equipment
                        storage, time and place of deliveries, hours of work,
                        power, heating, washroom facilities, scheduling,
                        security and clean-up.

                                (d) Tenant will at all times keep the Premises
                        and adjacent areas free from accumulations of waste
                        material or rubbish caused by its suppliers, contractors
                        or workers. If any parts of the Building are occupied,
                        such waste material and rubbish will in any event be
                        removed at least daily. At the completion of Tenant's
                        Work, Tenant will forthwith remove all waste material
                        and rubbish and all tools, equipment and surplus
                        materials from the Premises and adjacent areas and will
                        leave them clean to Landlord's satisfaction. This final
                        clean-up will include the light fixtures, windows,
                        heating, cooling and ventilation units, entries and
                        public spaces affected by Tenant's Work.

                                (e) Landlord will have no responsibility or
                        liability with respect to Tenant's Work or attendant
                        tools, equipment and materials left or installed in the
                        Building. Landlord may require that neat screens or
                        hoardings as designed or prescribed by Landlord be
                        erected at Tenant's expense around Tenant's Work, and
                        that all work be conducted and all tools, equipment and




                                       D-3

<PAGE>   36

                                                                    EXHIBIT 10.1



                        materials be kept behind such screens or hoardings.

                                (f) Any damage to the Building or other property
                        of Landlord or others which may be caused by Tenant, any
                        contractor or worker employed by Tenant, or any other
                        party engaged in Tenant's Work will be forthwith
                        repaired by Tenant at Tenant's expense to the
                        satisfaction of Landlord.

                                (g) Tenant will reimburse Landlord for any
                        additional costs and expenses of Landlord caused by
                        Tenant's failure to carry out Tenant's Work in the
                        manner required under this Article or resulting directly
                        or indirectly from any delays caused to Landlord by any
                        such failure.

                                (h) Upon completion of Tenant's Work, Tenant at
                        its cost will prepare and provide to Landlord a copy of
                        "as-built" drawings and an Autocad diskette of the Space
                        Plan, marked to show changes made during construction.


RECOVERY OF             6.       Tenant will be responsible for the following
COSTS                   costs incurred by Landlord in connection with Tenant's
                        Work:

                                (a) any fees and charges payable by Landlord to
                        Landlord's architect, engineers or other consultants for
                        examination of the Space Plan or any amendments thereto;
                        and

                                (b) if Landlord performs any of Tenant's Work,
                        whether at the request of or by agreement with Tenant or
                        as otherwise provided in this Exhibit D, the direct cost
                        to Landlord for such work plus 10% of such direct cost
                        as an administration fee for such work.

                        Such amounts will be deducted from the cash allowance
                        payable by Landlord under Article 7. If such amounts
                        exceed the cash allowance, such excess will be paid in
                        progress payments as the work proceeds, payable within
                        10 days of invoice therefor.


CONSTRUC-               7.       Tenant will submit to Landlord upon completion
TION                    of Tenant's Work a sworn statement that Tenant's
ALLOWANCE               designers, contractors, subcontractors, workers and
                        suppliers are paid in full for all work performed and
                        materials and equipment supplied by them on the
                        Premises, copies of all invoices received by Tenant for
                        such work, lien waivers executed by Tenant's
                        contractors, subcontractors and suppliers for such work,
                        and such other information as Landlord may reasonably
                        request to evidence payment for all such work. If Tenant
                        has completed the Premises in accordance with Tenant's
                        obligations under this Exhibit D, provided the
                        "as-built" Space Plan, and is not otherwise in default
                        of the Lease, Landlord will pay to Tenant within 30 days
                        after the date of such submittal a cash allowance equal
                        to the lesser of (i) the amount expended by Tenant for
                        design and construction of the Premises (including
                        amounts paid to Landlord in connection therewith under
                        this Exhibit but excluding any movable equipment,
                        furniture or other trade fixtures), or (ii) $15.00 for
                        each square foot of Rentable Area of the Premises.





                                      D-4



<PAGE>   37

                                                                    EXHIBIT 10.1


                                             EXHIBIT E
                                       ADDITIONAL PROVISIONS


ACQUISITION             1.       This Lease is subject to acquisition of the
OF PROJECT              Project by Landlord or its affiliate. If Landlord or its
                        affiliate has not acquired the Project by May 31, 2000,
                        or 60 days after full execution of this Lease, whichever
                        is later, either Landlord or Tenant may terminate this
                        Lease, and upon such termination the Security Deposit
                        and any interest accrued thereon will be returned to
                        Tenant and neither party will have any further rights or
                        obligations under this Lease. If in connection with such
                        purchase of the Project Landlord assigns this Lease and
                        the Security Deposit and any interest accrued thereon to
                        another entity which assumes the obligations of Landlord
                        under this Lease, the Landlord executing this Lease will
                        be relieved and released from all further obligations
                        under this Lease and Tenant will look to the assignee as
                        successor to Landlord under this Lease. Subject to any
                        restrictions on assignment as may be provided under the
                        terms of Landlord's purchase agreement for the Project,
                        if for any reason Landlord or its affiliate elects not
                        to acquire the Project Landlord will assign to Tenant at
                        Tenant's option the interest of Landlord and its
                        affiliate in such purchase agreement in consideration
                        for payment by Tenant to Landlord of any out-of-pocket
                        costs incurred by Landlord and its affiliate in
                        connection with the Project (including any earnest money
                        paid by Landlord under the purchase agreement, any
                        expenses incurred by Landlord in its due diligence
                        investigations, and any costs incurred by Landlord in
                        negotiating leases and other contracts in respect of the
                        Project). Landlord in connection with such assignment
                        will provide Tenant with copies of all due diligence
                        items in its possession related to acquisition of
                        Project.


EXPANSION               2.       The Premises will be expanded on July 15, 2001,
SPACE                   to include between 18,000 and 31,000 square feet of
                        Rentable Area ("Expansion Space") as determined by
                        Landlord in one or more (but not more than three)
                        locations on the second and fourth levels of the
                        Building for a term coterminous with the Term of this
                        Lease. The Expansion Space will be identified by notice
                        from Landlord given by January 15, 2001. The Expansion
                        Space will be delivered to Tenant in its "as-is"
                        condition by no later than May 1, 2001, and Tenant will
                        have access to the Expansion Space to prepare the
                        Expansion Space for occupancy. On July 15, 2001, or such
                        earlier date as Tenant occupies the Expansion Space for
                        conduct of business, the Rent payable under this Lease
                        will be increased to include the Rentable Area of the
                        Expansion Space and all of the terms and provisions of
                        this Lease will be applicable to the Expansion Space
                        thereby included in the Premises; provided that the
                        construction allowance payable in respect of the
                        Expansion Space under Article 7 of Exhibit D will be the
                        lesser of (i) the amount expended by Tenant for design
                        and construction of the Expansion Space (including
                        amounts paid to Landlord in connection therewith), or
                        (ii) $15.00 for each square foot of Rentable Area of the
                        Expansion Space. Landlord and Tenant will execute and
                        deliver an amendment of this Lease confirming the
                        inclusion of the Expansion Space in the Premises on the
                        terms provided above.




                                      E-2


<PAGE>   38


                                                                    EXHIBIT 10.1



STORAGE                 3.       [Intentionally Omitted]
SPACE

PARKING                 4.       So long as Tenant is not in default of this
                        Lease beyond any applicable notice or grace period,
                        Landlord will make available to Tenant during the Term
                        up to ten parking spaces in the climate controlled
                        parking facilities in the Project. The parking spaces
                        will be on an unallocated basis and for the sole use of
                        Tenant's employees. The parking agreement will be on the
                        standard parking agreement and at a rental rate for each
                        space of $100 per month during the first five years of
                        the Term and thereafter at the monthly market rental
                        rate from time to time in effect. If at any time Tenant
                        terminates the parking contract for any parking space
                        for any period of time, Tenant will have no further
                        right under this Lease to rent such space.

MONUMENT                5.       Subject to obtaining all necessary governmental
SIGN                    approvals, Tenant will have the right at its expense to
                        place its name on the upper 50% of each face of the
                        existing monument sign for the Project and Landlord will
                        have the right to place the name of any other tenant
                        leasing at least 75,000 square feet of Rentable Area on
                        the lower 50% of each face of such sign. The lettering,
                        display and coloring of Tenant's name will be subject to
                        Landlord's approval, which not be unreasonably withheld
                        or delayed. Tenant shall pay for all costs of its
                        placing and maintaining its name on the sign and its
                        proportionate share of the cost of fabrication,
                        installation, operation, maintenance, repair and
                        replacement of such sign, such proportionate share to be
                        calculated for such sign by dividing the area of the
                        Tenant's name by the total area of all tenant names on
                        such sign. Tenant's name will be removed from the
                        monument sign at Tenant's cost upon expiration or
                        earlier termination of the Lease, Landlord's
                        repossession of the Premises for default, or Tenant's
                        vacation of the Premises for any reason.

FACADE SIGN             6.       Subject to obtaining all necessary governmental
                        approvals, Landlord will install one or more signs on
                        the facade of the Building. Subject to the rights of
                        Federated Insurance or its assign as tenant under its
                        existing lease for space in the Project, Tenant will
                        have the only right to signage on the France Avenue
                        frontage of the Building. Subject to the rights of
                        Federated Insurance or its assign as tenant under its
                        existing lease for space in the Project, Landlord may
                        place signage on the other faces of the Building naming
                        other tenants leasing at least 75,000 square feet of
                        Rentable Area. The design of Tenant's sign will be
                        subject to Landlord's approval, which approval will not
                        be unreasonably withheld or delayed. Tenant shall pay
                        for all costs of fabrication, installation, operation,
                        maintenance, repair and replacement of Tenant's sign.
                        Tenant's sign will be removed from the facade at
                        Tenant's cost upon expiration or earlier termination of
                        the Lease, Landlord's repossession of the Premises for
                        default, or Tenant's vacation of the Premises for any
                        reason.

FIRST OFFER             7.      (a) For purposes of this Section, "Offer Space"
                        means any space in the




                                      E-3

<PAGE>   39

                                                                    EXHIBIT 10.1



                        Building which becomes available to Landlord for
                        releasing after the first year of the Term and any
                        additional space which may become available by expansion
                        of the Building or construction of a new building on the
                        Land. If any then-existing tenant or occupant of such
                        space or adjoining space on the same floor elects to
                        continue or expand its tenancy or occupancy under a
                        renewal or new lease or amendment of an existing lease,
                        whether by right or otherwise, the space so leased by
                        such tenant or occupant will not be deemed to be
                        available for releasing (provided that this sentence
                        will not apply to the initial lease-up of any additional
                        space which may result from expansion of the Building or
                        construction of a new building).

                                (b) Prior to Landlord entering into any binding
                        lease after the first year of the Term for any Offer
                        Space with a third party tenant, Landlord will give
                        Tenant written notice of such desire (the "Offer
                        Notice"), which notice will specify (i) the Base Rent,
                        including any fixed or indexed rental adjustments, which
                        Landlord desires to charge for such Offer Space for a
                        term coterminous with the remainder of the Term of this
                        Lease, (ii) the basis for inclusion of operating
                        expenses and taxes as part of the rent payable for the
                        Offer Space if it differs from the terms of this Lease,
                        (iii) any tenant concessions (such as rent abatements
                        and improvement allowances) which Landlord is willing to
                        provide for such Offer Space for such term, and (iv) any
                        other terms and conditions on which Landlord is willing
                        to lease such Offer Space for such term.

                                (c) If Landlord gives Tenant an Offer Notice for
                        any Offer Space, Tenant will then have a right (an
                        "Offer Right") to include in the Premises all, but not
                        less than all, of such Offer Space upon all of the terms
                        set forth in the Offer Notice for a term which is
                        coterminous with the Term of this Lease, subject to the
                        following conditions:

                                   (i) Tenant gives Landlord written notice of
                               its election to exercise such Offer Right within
                               five business days after Landlord gives Tenant
                               the Offer Notice; and

                                   (ii) Tenant is not in default under this
                               Lease either on the date Tenant exercises such
                               Offer Right or on the proposed effective date of
                               inclusion of such Offer Space in the Premises,
                               unless waived in writing by Landlord; and

                                   (iii) any party having a right to lease all
                               or part of the Offer Space under its lease fails
                               to lease all or such part of the Offer Space
                               pursuant to such right.

                        (d) If Tenant timely and properly exercises such Offer
                        Right, Landlord and Tenant will execute and deliver an
                        amendment of this Lease reflecting the inclusion of such
                        Offer Space in the Premises on the terms provided in the
                        Offer Notice. (e) If Tenant does not timely or properly
                        exercise such Offer Right, Landlord may within 180 days
                        thereafter lease such Offer Space to any




                                      E-4

<PAGE>   40

                                                                    EXHIBIT 10.1

                        third party tenant on economic terms and conditions
                        which taken as a whole are not more than 5% more
                        favorable to such tenant than those set out in the Offer
                        Notice, without again complying with the provisions of
                        this Section and affording Tenant the right to again
                        exercise the Offer Right with respect to such Offer
                        Space.

                                (f) The Offer Rights granted in this Lease are
                         recurring rights. If any Offer Space which is leased to
                         a third party tenant again becomes available to
                         Landlord for releasing, Landlord must again comply with
                         the provisions of this Section and afford Tenant the
                         right to again exercise its Offer Right for such Offer
                         Space before entering into any binding lease for such
                         Offer Space.

                                (g) The Offer Rights hereby granted will
                        automatically terminate and become null and void upon
                        the earliest to occur of (i) the expiration or earlier
                        termination of this Lease or of Tenant's right to
                        possession of the Premises, (ii) the assignment of this
                        Lease or sublease of more than 25% of the Premises by
                        Tenant, and (iii) 18 months prior to the end of the
                        Term.

RENEWAL                 8.      (a) Tenant will have two successive options
OPTION                  (each, a "Renewal Option") to renew the Lease with
                        respect to all (but not less than all) of the Premises
                        for an additional term (the "Renewal Term") of five
                        years commencing on the date immediately after the
                        expiration date of the preceding Term, subject to the
                        following terms and conditions:

                                   (i) Tenant gives Landlord not less than 18
                               months' prior written notice of its election to
                               exercise the Renewal Option; and

                                   (ii) Tenant is not in default under this
                               Lease either on the date Tenant exercises the
                               Renewal Option or on the commencement of the
                               Renewal Term, unless waived in writing by
                               Landlord.

                                (b) If Tenant exercises the Renewal Option, all
                        terms and conditions of the Lease will be applicable to
                        the Renewal Term, except that

                                   (i) the Base Rent for the Renewal Term will
                               be the Market Rate or the rate last payable by
                               Tenant during the preceding Term, whichever is
                               greater;

                                   (ii) the Additional Rent will be determined
                               as provided in this Lease, with the Operating
                               Cost Cap and any accumulated amounts included in
                               Tenant's Share of Actual Operating Cost which
                               have not been paid because they exceed the
                               Operating Cost Cap continuing as though the term
                               of the Lease had not expired;

                                   (iii)  all other Rent for the Renewal Term
                               will be determined as provided in this Lease;

                                   (iv) Tenant agrees to accept the Premises
                               in an "as-is" condition on the commencement date
                               of the Renewal Term, and Tenant will not be
                               entitled to any credit or allowance from Landlord
                               for the




                                       E-5

<PAGE>   41


                                                                    EXHIBIT 10.1



                                improvement thereof;

                                        (v) Tenant will not be entitled to any
                                rental concessions such as "free rent" or other
                                inducements for the Renewal Term; and

                                        (vi) Tenant will have no further options
                                to renew the Term of this Lease beyond the
                                Renewal Options hereby granted.

                                (c) If Tenant exercises the Renewal Option,
                        Landlord and Tenant will execute and deliver an
                        amendment to this Lease reflecting the lease of the
                        Premises by Landlord to Tenant for the Renewal Term on
                        the terms provided above.

                                (d) The Renewal Options hereby granted will
                        automatically terminate and become null and void upon
                        the earliest to occur of (i) the expiration or earlier
                        termination of this Lease or of Tenant's right to
                        possession of the Premises, (ii) any assignment of this
                        Lease or sublease of more than 25% of the Premises by
                        Tenant, and (iii) any failure of Tenant to timely or
                        properly exercise such Renewal Option.






MARKET RATE                      9. (a) As used in this Lease, "Market Rate"
                        means the annual rent per square foot of Rentable Area
                        of the space in question as of the commencement of the
                        term in question that a willing tenant would pay, and a
                        willing landlord would accept, in arms-length bona fide
                        negotiations if the space in question were leased for a
                        period equal to the term in question on the terms and
                        conditions of this Lease.

                                (b) Whenever Market Rate is to be determined
                        under this Lease, Landlord will give Tenant notice
                        ("Landlord's Rate Notice") of Landlord's determination
                        of the Market Rate and the basis on which Landlord has
                        made its determination. If Tenant does not agree with
                        Landlord's determination of the Market Rate, Tenant will
                        give Landlord written notice of that disagreement within
                        15 days of receipt of Landlord's Rate Notice, stating
                        the amount which Tenant believes Market Rate should be
                        and the basis for such belief. If Tenant fails to timely
                        give such notice of disagreement, the Market Rate will
                        be the amount set out in Landlord's Rate Notice. If
                        Tenant gives Landlord such notice of disagreement,
                        Landlord and Tenant will endeavor in good faith to agree
                        on the Market Rate.

                                (c) If Landlord and Tenant have not agreed as to
                        the Market Rate within 30 days of Tenant's notice of
                        disagreement, the Market Rate will be determined by a
                        panel of appraisers using the following procedures:

                                   (i) Landlord will appoint an appraiser by
                               written notice to the Tenant. Within 15 days
                               after receipt of notice of appointment of an
                               appraiser, Tenant will by notice to Landlord
                               appoint a second appraiser. Within 15 days after
                               appointment of the second appraiser, the two
                               appraisers will appoint a third appraiser.




                                       E-6


<PAGE>   42

                                                                    EXHIBIT 10.1



                                   (ii) If the second appraiser is not duly
                               appointed within the specified period, the report
                               of the first appraiser will be conclusive upon
                               Landlord and Tenant. If the third appraiser is
                               not duly appointed within the specified period,
                               either Landlord or Tenant may apply to the senior
                               judge of the District Court for the County in
                               which the Project is located (or, if such does
                               not then exist, the then-existing court of
                               comparable jurisdiction) and that judge or a
                               person selected by that judge will appoint the
                               third appraiser.

                                   (iii) All appraisers appointed under this
                               provision will be members of the American
                               Institute of Real Estate Appraisers (or such
                               successor body exercising similar functions) with
                               experience in comparable office space rentals in
                               the Minneapolis-Saint Paul metropolitan area and
                               with no direct or indirect financial or other
                               business interest in or in common with Landlord
                               or Tenant or any affiliate of either. Landlord
                               and Tenant will each pay the fees charged by the
                               appraiser appointed by it and will each pay
                               one-half the fee charged by the third appraiser.

                                   (iv) As expeditiously as possible after
                               appointment of the third appraiser, the panel of
                               appraisers will execute in duplicate a report
                               stating the Market Rate. The report of the
                               appraisers or, if the appraisers cannot agree,
                               the report of the majority of the appraisers will
                               be deemed to be the Market Rate. If the
                               determinations of all three appraisers differ in
                               amount, the Market Rate will be deemed to be:

                                           (A) the average of the three
                                     appraisals if neither the highest nor the
                                     lowest differs from the middle appraisal by
                                     more than 10%,

                                           (B) the average of the middle
                                     appraisal and the appraisal nearest in
                                     amount to the middle appraisal if either
                                     the highest or the lowest appraisal, but
                                     not both, differs from the middle appraisal
                                     by more than 10%, and

                                           (C) determined by a new appraisal
                                     panel appointed and functioning in the same
                                     manner if both the highest and lowest
                                     appraisals differ from the middle appraisal
                                     by more than 10%.

PURCHASE                10.     (a) Prior to Landlord entering into any binding
RIGHT                   agreement (other than a mortgage) to sell or convey its
                        interest in the Project, Landlord will give Tenant
                        written notice of such desire (the "Sale Notice"), which
                        notice will specify the terms and conditions on which
                        Landlord is willing to sell the Project.
                                (b) If Landlord gives Tenant a Sale Notice,
                        Tenant will then have a right (a "Purchase Right") to
                        purchase the Project upon all of the terms set forth in
                        the Sale Notice, subject to the following conditions:

                                   (i) Tenant gives Landlord written notice of
                               its election to exercise such Purchase Right
                               within five business days after Landlord gives




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                                                                    EXHIBIT 10.1



                                Tenant the Sale Notice; and

                                   (ii) Tenant is not in default under this
                                Lease on the date Tenant exercises such Purchase
                                Right, unless waived in writing by Landlord.

                            (c) If Tenant timely and properly exercises such
                        Purchase Right, Landlord and Tenant will execute and
                        deliver a purchase agreement reflecting the terms
                        provided in the Sale Notice.

                            (d) If Tenant does not timely or properly
                        exercise such Purchase Right, Landlord may within 180
                        days thereafter enter into an agreement to sell the
                        Project to any third party on economic terms and
                        conditions which taken as a whole are not more than 5%
                        more favorable to the purchaser than those set out in
                        the Sale Notice, without again complying with the
                        provisions of this Section and affording Tenant the
                        right to again exercise the Purchase Right with respect
                        to the Project.

                            (e) The Purchase Right hereby granted will
                        automatically terminate and become null and void upon
                        the earliest to occur of (i) the expiration or earlier
                        termination of this Lease or of Tenant's right to
                        possession of the Premises, (ii) the assignment of this
                        Lease or sublease of more than 25% of the Premises by
                        Tenant, and (iii) any sale or conveyance by Landlord of
                        its interest in the Premises as permitted under this
                        Article.

BUILDING ENHANCEMENT    11. By February, 2001, Landlord and Tenant will select
AND LOBBY               an architect for renovation of the Building lobby area
RENOVATION              or other public spaces to enhance the image of the
                        Project. Upon approval of the plans and specifications
                        for such renovation, which approval will not be
                        unreasonably withheld, delayed or conditioned, Landlord
                        will carry out such renovation, provided that Landlord
                        will not be required to pay more than $100,000 in the
                        aggregate for such renovation. Any such renovation shall
                        be ADA compliant, and the cost of ADA compliance will be
                        included in the cost of such work. However, any work
                        which is carried out solely for the purpose of bringing
                        existing improvements into ADA compliance will not be
                        included in the cost of such renovation and instead will
                        be included in the Actual Operating Cost under clause
                        (vi) of Section 3(f) of the Lease. The estimated amounts
                        that Landlord and Tenant will be required to contribute
                        for the cost of such renovation will be deposited in
                        escrow prior to the renovation beginning.


OFFICE                  12. This Lease will include the lease by Landlord to
FURNITURE               Tenant of the office furniture which on the Delivery
                        Date is located on the fifth floor, on that part of the
                        second floor shown on Exhibit F, and in the first floor
                        computer room (not including the telephone switch), if
                        Landlord has acquired such office furniture in
                        connection with its acquisition of the Project. Landlord
                        and Tenant will inventory such office furniture upon
                        delivery of the Premises. No additional rent will be
                        charged for lease of the office furniture, but the
                        Tenant will be responsible for any personal property tax
                        or other charges, fees or assessments payable in respect
                        of the office furniture during the Term.




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                                                                    EXHIBIT 10.1


                        Tenant will keep the office furniture in good repair and
                        condition, reasonable wear and tear excepted, and will
                        include the office furniture in any insurance maintained
                        by Tenant for the Premises with Landlord named as
                        additional insured. Tenant may relocate the office
                        furniture within the Premises, but if Tenant desires to
                        replace any of the office furniture during the Term
                        Tenant will pay for the cost of moving the office
                        furniture to other space in the Building designated by
                        Landlord or, at Landlord's written option, Landlord may
                        dispose of the office furniture and retain any proceeds
                        from the sale thereof. At expiration or earlier
                        termination of the Lease or vacation of the Premises or
                        any part thereof by Tenant, Tenant will surrender the
                        office furniture located in such space to Landlord free
                        and clear of any liens and encumbrances, whereupon
                        Tenant's obligations, if any, with respect to such
                        furniture shall terminate.

TELEPHONE               13. Subject to the rights of National Car Rental
SWITCH                  Systems, Inc., (whether such rights are currently in
                        effect or granted in connection with Landlord's
                        acquisition of the Project), Tenant will have the right
                        to use the telephone and telecommunications equipment
                        located in various switching stations or equipment
                        closets in or around the Project if such equipment is
                        acquired by Landlord as part of the Project. As National
                        Car Rental Systems, Inc., releases its right to use the
                        telephone switch, Tenant will have the first right to
                        reserve such capacity as Tenant may require for use in
                        the Premises before Landlord makes such capacity
                        available to other tenants. Tenant's right to use such
                        equipment is limited to such portion of the capacity of
                        such equipment as may be reasonably required by Tenant
                        for the Premises, and other tenants will be entitled to
                        use the remaining capacity. The telephone and
                        telecommunications equipment will be maintained by
                        Landlord at Landlord's expense, with Tenant paying a
                        prorata share of the telephone charges and other costs
                        of operating and maintaining such telephone and
                        telecommunications equipment. Such costs will not be
                        included in the Operating Cost Cap.

SECURITY                14. Tenant may install its own security system for the
SYSTEM                  Premises as may be approved by Landlord, which approval
                        will not be unreasonably withheld or delayed so long as
                        it is compatible with Landlord's system and provides
                        access to the Premises by Landlord or its agents for the
                        purposes set out in Article 24 of this Lease. Tenant
                        will be entitled to use Landlord's security system for
                        access to the Premises and to the extent provided to
                        other tenants for access to the Building and its Common
                        Areas.

ROOF RIGHTS             15. So long as Tenant is not in default of this Lease
                        beyond any applicable notice or grace period, Tenant
                        will have the right during the Term to install and
                        maintain a roof deck for its exclusive use on such part
                        of the roof of the Building as may be reasonably agreed
                        between Landlord and Tenant. The roof area will be made
                        available to Tenant at no additional Rent or other
                        charge, but will otherwise be subject to the terms and
                        conditions of this Lease and any reasonable rules and
                        regulations as may from time to time be adopted by
                        Landlord for use of the roof area. Tenant will be
                        responsible for




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<PAGE>   45


                                                                    EXHIBIT 10.1


                        all costs of installing, maintaining, using, repairing
                        and replacing roof deck and will promptly repair any
                        damage to the Building (including damage to the roofing
                        and roof membrane) resulting therefrom. At the option of
                        Landlord, Tenant will remove the roof deck at Tenant's
                        cost upon expiration or earlier termination of this
                        Lease or of Tenant's right of possession hereunder and
                        restore the roof area to the condition it was in prior
                        to installation of the roof deck, reasonable wear and
                        tear excepted.






EXISTING LEASE          16. (a) Tenant is currently leasing approximately 28,146
                        square feet of space at 7901 Flying Cloud Drive in Eden
                        Prairie, Minnesota, under the Lease date November 12,
                        1998, as amended and supplemented, between The
                        Protective Group, Inc., and Tenant and subleasing
                        approximately 8,811 square feet of space located at 9855
                        West 78th Street in Eden Prairie, Minnesota, under that
                        certain Sublease dated August 13, 1999, between Eliance
                        Corporation and Tenant (collectively, the "Exising
                        Leases"). Landlord hereby agrees to pay Tenant's
                        existing landlords directly in an amount not to exceed
                        $2,000,000 in the aggregate for all amounts payable by
                        Tenant under the Existing Leases from and after the
                        Commencement Date of this Lease as such amounts become
                        due and payable. Landlord and Tenant will cooperate in
                        terminating the Existing Leases or subletting all or
                        part of the space leased under the Existing Leases, but
                        Tenant will not amend, terminate, extend or renew the
                        Existing Leases or exercise any rights of expansion or
                        sublet any portion of the space leased thereunder
                        without prior written notice to Landlord. Landlord's
                        obligation to pay any rent under the Existing Leases
                        under this Section will be reduced by the amount
                        received from any subtenant or other users of the space
                        under the Existing Leases from and after the
                        Commencement Date. Tenant will provide Landlord with
                        copies of the Existing Leases and upon request with
                        copies of any information or records relating to the
                        Existing Leases and the space leased thereunder for any
                        periods for which Landlord has paid rent under the
                        Existing Leases, and will pay to Landlord upon receipt
                        any amounts paid to Tenant (such as by refund of any
                        operating costs) in respect of the Existing Leases, or
                        the space leased thereunder for the period from and
                        after the Commencement Date. The obligation of Landlord
                        to pay rent in respect of the space leased under the
                        Existing Leases will not apply to any portion of such
                        space which may be occupied by Tenant from and after the
                        Commencement Date. Nothing herein will affect Tenant's
                        responsibility to observe and perform all obligations of
                        Tenant under the Existing Leases.

                            (b) Prior to the Commencement Date and as a
                        condition of Landlord's payments of any amounts under
                        this Section, Tenant will deposit with Landlord the sum
                        of $2,000,000 in the form of an irrevocable letter of
                        credit in form acceptable to Landlord and drawn upon a
                        financial institution acceptable to Landlord as security
                        for the full and faithful performance by Tenant of its
                        payment obligations under this Section. Any Rent paid by
                        Tenant will first be applied to payment of Base Rent,
                        Additional Rent, and other amounts owing by Tenant under
                        this Lease before being applied to amounts due under
                        this Section. In the event that Tenant fails to pay any
                        amounts payable under this




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<PAGE>   46


                                                                    EXHIBIT 10.1


                        Section within five days after the due date or in the
                        event any letter of credit is not renewed by no later
                        than 30 days prior to the stated expiration date
                        thereof, Landlord may draw upon the letter of credit and
                        use, apply or retain the whole or any part thereof for
                        the payment of amounts payable by Tenant under this
                        Section. Tenant will not be obligated to maintain a
                        letter of credit during any period where Tenant has had
                        net income during each quarter of the preceding two
                        fiscal years, but in the event Tenant suffers a loss
                        during any quarter thereafter a new letter of credit
                        will be reinstated or, alternatively, Tenant shall
                        provide a cash escrow in an amount equal to the lesser
                        of (i) the amount of the remaining lease liability under
                        the Existing Leases at such time; or (ii) the difference
                        between $2,000,000 and the amounts previously expended
                        by Landlord under this Section. If the letter of credit
                        is not reinstated or cash escrow provided within 10 days
                        after written notice from Landlord, any principal
                        balance and all accrued interest owed by Tenant under
                        this Section will be immediately due and payable, and
                        Landlord's obligation to pay Tenant's existing landlords
                        shall cease.

                            (c) In addition to the other Rent payable by
                        Tenant under this Lease, Tenant will reimburse Landlord
                        for all amounts paid by Landlord under this Section
                        (less any reimbursements for any sublease payments
                        received by Tenant that are paid to Landlord or other
                        reimbursements paid by Tenant to Landlord relating to
                        the Existing Leases) with interest at a rate of 12% per
                        annum on the unpaid balance thereof. Such amount of
                        principal and interest will be adjusted each month based
                        upon the amounts paid or reimbursed by Landlord through
                        such month and paid in equal installments over the
                        remainder of the initial Term of this Lease payable with
                        and in the same manner as the Base Rent payable under
                        this Lease, with each payment applied first to interest
                        and then to the principal. If Landlord fails to pay
                        Tenant's existing landlords prior to the due date
                        therefor for any amounts in respect of the Existing
                        Leases, Tenant will have the right to set off such
                        amount against the monthly payments next coming due
                        under this Section. If and whenever all or part of the
                        space demised under the Existing Leases are subleased or
                        it is otherwise determined that the total amount payable
                        by Landlord in respect of the Existing Leases shall be
                        less than $2,000,000, Landlord's obligations to pay any
                        sums under this Section will be reduced to the total
                        amount payable in respect of the Existing Leases and the
                        Tenant's letter of credit will be reduced pro rata.
                        Tenant will have the option to prepay the principal
                        amount in whole or in part at any time not less than 30
                        days' prior written notice.




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                                                                    EXHIBIT 10.1



NEW                     17. (a) So long as Tenant is not in default of this
BUILDING                Lease beyond any applicable notice or grace period,
                        Tenant may, at any time during the Term or any Renewal
                        Terms so long as at least three years remain in the Term
                        of this Lease (including any Renewal Terms which Tenant
                        may have exercised), request that the Building be
                        expanded or a new building constructed on the Land by
                        Landlord. If Tenant commits to lease at least 60% of
                        such expansion or new building and the expansion or new
                        building is within Landlord's financial capacity and
                        investment criteria and will be prudent under
                        then-current market conditions, Landlord will construct
                        the expansion or new building. Any such expansion or new
                        building will be subject to any mortgages or other
                        agreements affecting the Project and all governmental
                        laws, codes, rules, regulations and ordinances affecting
                        the Project and the improvement thereof.

                            (b) If Landlord so expands the Building or
                        constructs a new building, Landlord will review the site
                        plan and budget with Tenant before starting
                        construction. Tenant will lease the portion of the
                        expansion or new building which Tenant has committed to
                        lease for a term of ten years, at a monthly rental rate
                        per square foot of Rentable Area (net of operating costs
                        and taxes) which would equal the Development Cost per
                        square foot of Rentable Area for the expansion or new
                        building amortized over a term of ten years in equal
                        monthly installments at an interest rate of 550 basis
                        points over the interest rate for 10-year U.S. Treasury
                        Bills in affect at the time construction of the
                        expansion or new building begins, with a tenant
                        improvement allowance of $20.00 per square foot of
                        Rentable Area, and otherwise on the terms and conditions
                        of this Lease.

                            (c) As used herein, the "Development Cost" means
                        all costs incurred by Landlord for such expansion or new
                        building, including without limitation costs of title,
                        survey, soil and environmental testing, and other
                        investigations, rezoning, replating, building permits,
                        land use approvals, SAC and WAC charges and other
                        governmental fees, cost of demolition and removal of
                        existing improvements, site preparation, site
                        improvements and utilities, architectural, engineering,
                        management, legal and other consulting fees and
                        expenses, payments to contractors, construction managers
                        and supplies, appraisal fees, leasing commissions,
                        prepayment premiums or defeasance charges for existing
                        financing, costs of arranging new interim and permanent
                        financing, interest payments and insurance costs during
                        construction, and any development fees, tenant
                        improvement allowances, and leasing costs for the
                        expansion or new building.

                            (d) Nothing herein will preclude Landlord from
                        expanding the Building or constructing the new building
                        on its own volition, provided that Tenant will have the
                        right of first offer for all space in the expansion or
                        new building as provided in Section 7 of this Exhibit E.




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