THIRD AMENDMENT TO LEASE

         THIS THIRD AMENDMENT TO LEASE (hereinafter "Third Amendment"),  entered
into this 22nd day of  December,  1998 by and between  Exchange  Center,  L.L.C.
(hereinafter called "Landlord"), and Fingerhut Financial Services Corporation, a
Minnesota Corporation, (hereinafter called "Tenant").

                                    RECITALS

         WHEREAS,  Landlord is the  successor to the  interest of 4500  Exchange
Tower under said Lease; and shall be known thereafter as Landlord.

         WHEREAS, Metris Direct, Inc. is the successor to the interest of Tenant
under said Lease, and shall be known thereafter as Tenant.

         WHEREAS, Landlord's predecessor, 1991 Exchange Limited Partnership, and
Tenant entered into a Lease  Agreement dated October 31, 1995 (herein called the
"Base Lease"),  covering office space on the 3rd floor of the building  commonly
known as 4500 Exchange Tower,  located at 4500 South Garnett,  Tulsa,  Oklahoma,
known as Suite 300 (the  "Premises")  consisting  of  approximately  17,590  net
rentable square feet of space; and

         WHEREAS,  the Base Lease was  subsequently  modified  and  amended by a
written instrument dated February 14, 1996, entitled, "First Amendment To Lease"
by  and  between  Tenant  and  Landlord's  predecessor,  1991  Exchange  Limited
Partnership,  which among other things,  permitted tenant to expand the Premises
by approximately 17,120 net rentable square fee; and

         WHEREAS,  the Base Lease,  as amended,  was  subsequently  modified and
amended by a written instrument dated April 20, 1998, entitled "Second Amendment
to Lease" by and between Tenant and Landlord, which among other things permitted
Tenant to expand the Premises by  approximately  1,004 net  rentable  square fee
(the Base Lease,  First  Amendment to Lease,  and Second  Amendment to Lease are
hereafter collectively referred to as the "Lease"); and

         WHEREAS,  Landlord  and Tenant  desire to amend and modify the Lease in
order to extend the Lease Term and set forth  certain other  understandings  and
agreements as between  Landlord and Tenant in accordance with the specific terms
and conditions hereafter provided; and



<PAGE>


                                    AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and in said Lease the parties hereto agree as follows:

         1.        The provisions of this Third  Amendment  shall  supersede any
                   inconsistent provisions contained in the Lease, regardless of
                   whether such  inconsistent  provisions  are  contained in the
                   printed portion of the Lease or any rider or addendum annexed
                   hereto and made a part thereof. All capitalized items are not
                   otherwise   defined  herein  shall  have  the  same  meanings
                   ascribed to them in the Lease.

         2. The Lease Term is hereby  extended to expire at midnight on the 31st
day of December, 1999.

         3.  Effective  from and after January 1, 1999,  Base Rental shall be as
follows:

                           01/01/99 - 12/31/99                $31,249.75/monthly

         4.       Tenant  represents  and  warrants to Landlord  that it has not
                  engaged a broker in  connection  with the  negotiation  of and
                  entry  into this  Third  Amendment.  Tenant  agrees  hereby to
                  indemnify,   defend  and  save  Landlord   harmless  from  all
                  liabilities  arising form any losses  arising from or relating
                  to Tenant's breach of this warranty.

         5.       This Third  Amendment  shall not  constitute  an  agreement by
                  Landlord or Tenant and shall not be binding  upon  Landlord or
                  Tenant unless and until this Third Amendment shall be executed
                  by Landlord  and Tenant and shall be  delivered by Landlord to
                  Tenant.

         6.       This Third Amendment may not be changed  orally,  and shall be
                  binding  upon and shall inure to the benefit of the parties to
                  it, their  respective  heirs,  successors  and, as  permitted,
                  their assigns.

         7.       Tenant accepts the Demised  Premises in their present  "as-is"
                  condition as suitable for Tenant's occupancy thereof, provided
                  that  Landlord,  at  Landlord's  sole cost and expense,  shall
                  provide the following Tenant Improvements:

(1.)                  Install new carpet and rubber cove base in the third (3rd)
                      and  fifth  (5th)  floor  elevator  lobbies  per  Tenant's
                      specifications, not to exceed $22.00 per yard.

(2.)                  Install new carpet and rubber cove base in the third 93rd)
                      floor reception area per Tenant's  specifications,  not to
                      exceed $22.00 per yard.

(3.) Install new wallpaper in the third (3rd) floor conference room per Tenant's
specifications.

(4.)     Install two (2) door units with side light window units in the third
(3rd) floor reception areal

                  Landlord shall complete these Tenant Improvements on or before
April 30, 1999.

                  It is further understood that the unused portion of the Tenant
                  Improvement  Allowance  that is  discussed  in the  "Option to
                  Renew"  provision of the  Addendum to Lease dated  October 31,
                  1995 shall be forfeited  and no longer  available to Tenant in
                  the future.

                  Any additional  alterations shall be at Tenant's sole cost and
expense with prior approval by Landlord.

         8.  It  is  agreed  and  confirmed  that  Tenant's   Premises   contain
approximately 35,714 net rentable square fee.

         9.       Effective  from and after  January  1, 1999,  Landlord  hereby
                  releases Fingerhut Financial Services Corporation from any and
                  all financial obligations relating to the Lease, however, such
                  release  shall not release or  discharge  Fingerhut  Financial
                  Services  Corporation  from any  obligation  that has  accrued
                  hereunder prior to January 1, 1999.


         EXCEPT as  amended  herein,  the Lease  shall  remain in full force and
effect.

         IN WITNESS  HEREOF,  Landlord and Tenant have duly  executed this Third
Amendment to Lease as of the day and year first above written.


                            LANDLORD


                            Exchange Center, L.L.C.,
                            by and through its agent
                            P & H Properties, L.L.C.



                            /s/Robert E. Phillips
                             By: Robert E. Phillips
                             Title: Member


                             TENANT


                             Metris Direct, Inc.,
                             a Minnesota Corporation


                            /s/Ronald N. Zebeck
                            By: Ronald N. Zebeck