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                       AMENDMENT NUMBER THREE TO LEASE

     THIS AMENDMENT NUMBER THREE TO LEASE ("AMENDMENT"), for reference
purposes, is dated December 4, 1997, but shall not become effective until
executed by each of WHIOP REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited
partnership ("LANDLORD"), and METRIS DIRECT, INC., a Minnesota corporation
(formerly named Fingerhut Financial Services Corporation)("TENANT")

                                  WITNESSETH

     WHEREAS, Fingerhut Financial Services Corporation, as tenant, and The
Equitable Life Assurance Society of the United States ("EQUITABLE"), as
landlord entered into a lease dated August 11, 1995, as amended by Amendment
Number One to Lease ("FIRST AMENDMENT") dated August 1, 1996, as further
amended by Amendment Number Two to Lease dated January 16, 1997 between
Landlord and Tenant ("SECOND AMENDMENT")(collectively referred to as the
"LEASE") under which certain space known as Suites 1800, 400 and 300 were
leased to Tenant in a building known as Interchange Tower (the "BUILDING")
and located at 600 South Highway 169, St. Louis Park, Minnesota 55426, as
more particularly described in the Lease, herein called the "PREMISES"; and

     WHEREAS, Landlord has succeeded to the rights and interest of Equitable
as the landlord under the Lease and as the owner of the Building.

     WHEREAS, Landlord and Tenant desire to further amend the Lease as
provided below.

     NOW, THEREFORE, in consideration of the above recitals, the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby amend and supplement the Lease, as follows:

     1.  DEFINED TERMS. All defined terms or phrases as utilized herein (and
identified by the use of initial capitalized letters) shall have the meanings
ascribed to them in the Lease, unless otherwise defined herein.

     2.  SUITE 500. As of "Effective Date" (as defined below), the Premises
as described in the Lease, as previously amended, as Suite 1800 consisting of
approximately 17,859 rentable square feet, Suite 400 consisting of
approximately 18,137 rentable square feet and Suite 300, consisting of
approximately 18,134 rentable square feet totaling approximately 54,130
rentable square feet, is further amended to include Suite 500, consisting of
approximately 17,911 rentable square feet (hereafter referred to as "SUITE
500"). From and after the Effective Date, the Premises shall be described as
Suite 1800, located on the eighteenth (18th) floor, Suite 400, located on the
fourth (4th) floor, Suite 300 located on the third (3rd) floor and Suite
500 located on the fifth (5th) floor, consisting of approximately 72,041
total rentable square feet.

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     3.  IMPROVEMENTS. Tenant agrees to take possession of Suite 500 in the
present "AS IS" condition; provided only that the "Existing Tenant" (as
defined below) shall have removed its personal property and trade fixtures
therefrom. In the event Tenant desires to make any alterations or other
improvements to Suite 500, then Tenant agrees to provide Landlord plans of
the Leasehold Improvements ("IMPROVEMENTS") it so desires. Said plans shall
be subject to Landlord's approval, which approval shall not be unreasonably
withheld or delayed, provided said plans:

         a.  provide for building standard grade of materials;

         b.  provide for an "office space" to "open space" ratio similar to
     that of the currently existing Premises: and

         c.  provide for HVAC, electrical and fire/health/safety systems
     similar to that currently existing in the Premises.

In the event of any objections to said plans by Landlord, Landlord shall so
notify Tenant promptly, so as to resolve such objections in an expeditious
and timely manner. When all such objections have been satisfied, Landlord
shall approve said plans. Upon approval, said plans shall become the "Final
Plans."

     4.  TENANT IMPROVEMENT ALLOWANCE. The Improvements shall be constructed,
in a good and workmanlike manner, pursuant to the Final Plans. The cost of
said Improvements shall be borne by Tenant, provided however, if such costs
are incurred prior to December 31, 1998 (the "ALLOWANCE CUT OFF DATE"),
Landlord agrees to reimburse Tenant for such costs up to the amount of
$116,421.50 (the "T.I. ALLOWANCE"). If the T.I. Allowance is not utilized
prior to the Allowance Cut Off Date any portion of the T.I. Allowance not so
utilized shall no longer be available to Tenant, whether for Improvements or
otherwise. For purposes of the foregoing the T.I. Allowance shall be deemed
utilized (whether or not actual disbursement of the T.I. Allowance to Tenant
pursuant to Exhibit A has occurred) to the extent that costs for Improvements
pursuant to approved Final Plans have actually been incurred by Tenant prior
to the Allowance Cut Off Date, provided construction of the Improvements have
been commenced and continues to substantial completion. The construction of
the Improvements and the payment of the T.I. Allowance shall be subject to
and governed by Exhibit A, attached hereto and incorporated herein by this
reference. The cost of the Improvements subject to reimbursement out of the
T.I. Allowance shall include architect's and/or space planning fees for the
Final Plans (whether said costs were incurred by Landlord or Tenant); actual
costs of construction for the Improvements; and construction
supervision/administration costs of Landlord, consisting of three percent
(3%) of said actual construction costs. Tenant's personal property,
equipment, moveable partitions, cabling/wiring of telecommunications and
computer equipment and other costs related to such items shall not be
reimbursable out of the T.I. Allowance.

     5.  EFFECTIVE DATE. Landlord agrees to use due diligence in delivering
Suite 500 on or about May 1, 1998; provided however, Tenant agrees that
Landlord shall have the

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opportunity to relocate the "Existing Tenant" (as defined below) to other
space within the Building and if the Existing Tenant so agrees to be
relocated, said May 1, 1998 date shall be no later than August 1, 1998. The
date of actual delivery of Suite 500 to Tenant shall be referred to herein as
the "EFFECTIVE DATE". The Effective Date shall not be extended by any delays
by Tenant in finalizing the Final Plans; but shall be extended by any
hold-over of the existing occupant of Suite 500 ("EXISTING TENANT") or any
other cause beyond Landlord's control.

     6.  RENT COMMENCEMENT DATE. The earlier of: i) 30 days subsequent to the
Effective Date; or ii) substantial completion of the Improvements shall be
deemed the "RENT COMMENCEMENT DATE". On or after the Rent Commencement Date,
Tenant may move its furniture, equipment and other personal property into
Suite 500. Tenant's taking possession of the Suite 500 shall be deemed
exclusive acceptance of said Suite 500 and an acknowledgment by Tenant that
said Suite 500 is in the condition required by this Amendment.

     7.  BASE RENTS. As of the Rent Commencement Date and continuing until
the first anniversary of the Rent Commencement Date, the annual Base Rent,
with respect to Suite 500, to be paid by Tenant to Landlord shall be $394,400
in equal monthly installments of $32,866.67. As of the first anniversary of
the Rent Commencement Date and continuing until the second anniversary of the
Rent Commencement Date, the annual Base Rent, with respect to Suite 500, to
be paid by Tenant to Landlord shall be $412,311 in equal monthly installments
of $34,359.27. As of the second anniversary of the Rent Commencement Date and
continuing until the third anniversary of the Rent Commencement Date, the
annual Base Rent, with respect to Suite 500, to be paid by Tenant to Landlord
shall be $430,222 in equal monthly installments of $35,851.85. The above
stated Base Rent per rentable square foot includes Landlord's estimate of the
1998 ("BASE YEAR") Taxes in the amount of $4.26 per rentable square foot
("BASE YEAR TAXES") and Operating Expenses in the amount of $5.76 per
rentable square foot ("BASE YEAR OPERATING EXPENSES"), all of which are
adjustable as described in Paragraph 3 of the Lease. In addition, Tenant
shall pay Landlord for the approximately 54,130 rentable square feet on the
18th, 4th and 3rd floors those rents as described in the Lease dated August
11, 1995 as previously amended by the First Amendment and the Second
Amendment, including all adjustments as described in Paragraph 3 of said
Lease.

     8.  TERM. The parties acknowledge and agree that the Term of the Lease
as set forth in Paragraph 1 of the Lease shall be extended, WITH RESPECT TO
SUITE 500, AND SUITE 500 ONLY, from November 30, 2000 to the earlier of May
31, 2001 or the third anniversary of the Rent Commencement Date (the "SUITE
500 EXTENDED TERM EXPIRATION DATE").

     9.  RENEWAL RIGHT. Provided the Lease is in full force and effect and
Tenant is not in default beyond any applicable cure period under any of the
other terms and conditions of the Lease at the time of either notification of
renewal or commencement of the Renewal Term, then Tenant shall have one
option to renew this Lease, for a term of five years, WITH RESPECT TO SUITE
500, AND SUITE 500 ONLY, commencing on the Suite 500 Extended Term Expiration
Date, and on the same terms and conditions set forth in the Lease, except as
modified by the terms, convenants and conditions as set forth below:

                                      -3-



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          a.  If Tenant elects to exercise said option, then Tenant shall
     provide Landlord with written notice no earlier than the second
     anniversary of the Rent Commencement Date, but no later than a date
     which is 270 days prior to the Suite 500 Extended Term Expiration Date,
     time being of the essence. If Tenant fails to provide such notice,
     Tenant shall have no right or additional right to extend or renew the
     Term of the Lease. The notice shall be given in the manner provided in
     the Lease for the giving of notices to Landlord.

          b.  The Base Rent and Monthly Installment of Base Rent in effect at
     the Suite 500 Extended Term Expiration Date shall be increased to reflect
     the net Annual Base Rent rate Landlord is then receiving for new leases
     of similar space within the Building.

          c.  the option set forth in this Article is not transferable; the
     parties hereto acknowledge and agree that the option to renew as set
     forth in this Section shall be "personal" to the Tenant executing this
     Lease and that in no event will any assignee or sublessee have any rights
     to exercise any rights set forth in this Section.

NOTWITHSTANDING ANYTHING CONTAINED IN THE LEASE TO THE CONTRARY, THE "RENEWAL
OPTION" (AS DEFINED IN PARAGRAPH 7 OF THE FIRST AMENDMENT) SHALL NOT BE
APPLICABLE TO SUITE 500.

     10.  MISCELLANEOUS.  The parties acknowledge and agree that the "Right
of First Opportunity" as set forth in Paragraph 6 of the First Amendment, is
now moot and of no further force or effect.

     11.  BROKERS.  The parties acknowledge that Kurt L. Knoff of CB/Madison
("CB/MADISON") is representing Tenant in connection with this amendment and
David J. Marschinke of CB Commercial Real Estate Group, Inc. ("CB
Commercial") is representing Landlord in connection with this Amendment. The
parties acknowledge that they are aware that CB/Madison is a division of CB
Commercial and further ratify and confirm the consents previously given
regarding the dual agency arrangement of CB/Madison representing Tenant and
CB Commercial representing Landlord with respect to this Amendment,
notwithstanding the conflicting interests of the broker involved.

     12.  SUBMISSION.  The submission of an unexecuted copy of this document
for review by Tenant shall not constitute an offer by Landlord. The execution
of this document by Tenant and the submission to Landlord shall constitute an
offer to Landlord which may be accepted only by Landlord executing and
delivering a fully executed counterpart hereof to Tenant. This Amendment may
be executed in counterparts, each evidencing, however, the single agreement
between the parties.

     13.  RATIFICATION.  Except as is explicitly inconsistent, modified,
supplemented or amended by the express terms hereof, the Lease is hereby
ratified and confirmed.

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<PAGE>

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

METRIS DIRECT, INC.                    WHIOP REAL ESTATE LIMITED PARTNERSHIP
                                       BY: WHIOP GEN-PAR, INC.
                                       A DELAWARE CORPORATION, GENERAL PARTNER

By: /s/ Ronald N. Zebeck               By: /s/ John F. Markey
   --------------------------------       ------------------------------------
   Ronald N. Zebeck                       John F. Markey
   --------------------------------       ------------------------------------
   (Print Name)                           (Print Name)

   President & CEO                        Senior Vice President - East
   --------------------------------       ------------------------------------
   (Title)                                (Title)

                                      -5-
<PAGE>

                                   EXHIBIT A
                        TENANT'S WORK AND T.I. ALLOWANCE

    Attached to and made a part of Lease Amendment Number Three to Lease
  bearing the Reference Date of December 4, 1997 between WHIOP REAL ESTATE
 LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD"), and METRIS
  DIRECT, INC., a Minnesota corporation (formerly named Fingerhut Financial
                      Services Corporation) ("TENANT").

     Plans and/or a description of improvements and/or modifications to Suite
500 when approved pursuant to Paragraph 3 of the Amendment are to be attached
hereto as Exhibit B-1 and by this reference incorporated herein (hereinafter
called the "Final Plans"). The parties acknowledge that the Final Plans are
to modify Suite 500 to accommodate Tenant's intended use. Tenant shall be
responsible for constructing the improvements as shown on the Final Plans
(hereafter called "TENANT IMPROVEMENTS") for and on behalf of Tenant.

     Tenant shall not commence construction of the Tenant Improvements (the
"TENANT'S WORK") until Tenant has secured Landlord's written approval, which
approval shall not be unreasonably withheld, of all contractors to be used in
performing Tenant's Work. Tenant's Work shall be coordinated with Landlord's
Work and/or other tenants of Landlord to such a degree that such Tenant's
Work will not interfere with nor delay the completion of Work by Landlord
and/or other tenants of Landlord.

     Tenant's Work shall be performed in a first-class workmanlike manner and
shall be in good and usable condition at the date of completion thereof.
During the course of construction of the Tenant Improvements, Tenant may
perform its cabling, computer set up and telecommunications, provided, if
Landlord's agents are in any way involved in the Tenant's Work, such cabling
and set up shall be coordinated with the doing of the Tenant's Work.

     All Tenant's work shall conform to applicable governmental statutes,
ordinances, regulations, and codes. Landlord's approval of plans and
specifications shall not constitute an acknowledgment that Tenant's Work done
in conformity therewith will so conform, and Tenant shall be solely
responsible for corrections in Tenant's Work required by any governmental
agency. Tenant shall secure its own building and occupancy permits. Landlord
shall have the right to inspect and/or supervise, to the extent Landlord
deems reasonably advisable; but Landlord shall not by reason of any such
inspection or supervision assume or have any responsibility to Tenant or any
entity for either the quality of any Tenant's Work or any loss, injury or
damage suffered by anyone by reason of the quality or performance of any
Tenant's Work. Landlord reserve the right to require changes in Tenant's Work
when necessary by reason of code requirements or directives of governmental
authorities having jurisdiction over Suite 500.

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    Tenant shall save, protect, indemnify and hold harmless Landlord, Suite
500 and the building and land of which the Premises are a part, from and
against all claims in the nature of mechanics' liens arising out of either
any contracts entered into, or any services, labor or materials rendered,
with respect to the Tenant's Work or the Tenant Improvements.

    Prior to commencement of Tenant's Work and until completion thereof, or
commencement of the Term of the Lease, whichever is the last to occur, Tenant
shall maintain, or cause to be maintained, casualty insurance in builder's
risk form, covering Landlord, Landlord's agents and beneficiaries, Landlord's
architect, Landlord's contractor or subcontractors, Tenant and Tenant's
contractors as their interests may appear, against loss or damage by fire,
vandalism and malicious mischief, and such other risks as are customarily
covered by the so-called "extended coverage endorsement non-reporting form"
upon all Tenant's Work-in-Place, and all materials stored at the site of
Tenant's Work and all materials, equipment, supplies and temporary structures
of all kinds incident to Tenant's Work and builder's machinery, all while
forming a part of, or contained in, such improvements or temporary structures
while on the demised premises or when adjacent thereto while on malls,
drives, sidewalks, streets or alleys, all in the full insurable value thereof
at all times. In addition, Tenant agrees to require all contractors and
subcontractors engaged in the performance of Tenant's Work to effect and
maintain and deliver to Tenant and Landlord certificates evidencing the
existence of, prior to the commencement of Tenant's Work and until completion
thereof, the following minimum insurance coverages:

    a.   Workmen's Compensation Insurance - In accordance with the laws of
         the State of Minnesota, including Employer's Liability Insurance, to
         the limit of $100,000 each accident.

    b.   Comprehensive General Liability Insurance against bodily injury,
         including death resulting therefrom, to the combined aggregate
         limits of $500,000.

    c.   Automobile insurance, including "non-owned" automobiles against
         bodily injury, including death resulting therefrom, to the combined
         aggregate limit of $500,000 for personal injury, and against
         property damage to the combined aggregate limit of $100,000.

    d.   Contractors must carry all insurance. Said insurance policy of such
         contractors must name building owner and the Property Manager,
         Grubb & Ellis, as additional insureds.

    Prior to the commencement of Tenant's Work, Tenant shall deliver to
Landlord's Representative certificates of all required insurance, and
evidence of the payment of premiums thereon (and certificates of renewal).
All such insurance shall provide, and certificates thereof shall state, that
the same is non-cancelable and non-amendable without ten (10) days prior
written notice to Landlord.

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    Landlord and Tenant have agreed that the costs of the Tenant Improvements
shall be paid by Tenant, although Landlord shall provide Tenant the T.I.
Allowance as set forth in Paragraph 4 of the Amendment to be utilized toward
the cost of the Tenant Improvements, so long as such T.I. Allowance is
utilized prior to the Allowance Cut Off Date as set forth in said Paragraph
4. The T.I. Allowance shall be used only for payment of costs relating to
construction of the Tenant Improvements (including the costs of preparing the
Final Plans, demolition of any existing improvements, construction
inspections and construction supervision).

    Upon Tenant's commencement of its business operations within Suite 500
and within ten (10) days of delivery to Landlord of: i) a certificate by
Tenant's general construction contractor to the effect that Tenant has
finally completed all of the Tenant Improvements, including all "punch list"
items, which certificate and the Tenant Improvements shall be approved by
Landlord's property manager; ii) a sworn construction statement from Tenant's
contractor identifying all subcontractors, material suppliers and other
persons who contributed to completion of the Tenant Improvements, showing the
dollar amounts of each such persons contribution; iii) final lien waivers for
any and all labor, services, materials, supplies and equipment furnished to
or for the Tenant Improvements; and iv) a sworn cost statement by Tenant to
all costs of the Tenant Improvements; then Landlord shall pay to Tenant the
lesser of such costs as identified on the Sworn Construction Statement and
sworn cost statement; or the T.I. Allowance. At the option of Landlord,
Landlord may pay directly to those parties furnishing labor, services,
materials and supplies and equipment to or for the Tenant Improvements, and
deduct such payments from the T.I. Allowance.

    Notwithstanding the foregoing, upon at least 10 days prior written
request by Tenant, but not sooner than the date Tenant commences its business
operations within Suite 500, Landlord agrees to advance to Tenant (or at
Landlord's sole option to Tenant's contractor, or to specific
subcontractors), the lesser of either one half (1/2) the T.I. Allowance, or
the amount as certified by Tenant and Tenant's contractor to be currently
payable under contractor's construction contract, which amount so advanced
shall be credited against and deducted from the T.I. Allowance; provided
however, those items set forth in clauses i) through iv) of the previous
paragraph shall be supplied to Landlord prior to its making such advance
(albeit, the certification as to completion as required by clause i) need
only be for "substantial completion" and not for "final completion"; and the
lien waivers as required by clause iii) need only equal or exceed the amount
of the advance).

    Any improvements to Suite 500, other than as shown on the Final Plans,
and the furnishing of Suite 500, shall be made by Tenant at the sole cost and
expense of Tenant, subject to all other provisions of the Lease, including
compliance with all applicable governmental laws, ordinances and regulations.

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