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                                                                   EXHIBIT 10.46

                              LEASE OF OFFICE SPACE



                                                         DATE: FEBRUARY 20, 1990




BETWEEN:            T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP,
(ADDRESS)           a Minnesota Limited Partnership
                    200 Northstar East
                    608 Second Avenue South
                    Minneapolis, Minnesota  55402                   ("Landlord")

AND:                PHYNQUE, INC.,
(ADDRESS)           370 Northstar East
                    608 Second Avenue South
                    Minneapolis, Minnesota  55402                     ("Tenant")

FOR PREMISES IN:    Northstar East                             Suites 370 & 1001
                    608 Second Avenue South
                    Minneapolis, Minnesota  55402



LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby
agree as follows:

ARTICLE 1.00      DEFINITIONS

1.01     DEFINITIONS.  In this Lease:

         (a) "Annual Rent" means the amount payable by Tenant to Landlord in
             respect of each year of the Term under Article 4.01.

         (b) "Article" means an article of this Lease.

         (c) "Commencement Date" means the first day of the Term.

         (d) "Exhibit A" means the plan(s) attached hereto as Exhibit A.

         (e) "Exhibit B" means the provisions relating to Occupancy Costs and
             other matters attached hereto as Exhibit B.

         (f) "Exhibit C" means the Rules and Regulations attached hereto as
             Exhibit C.

         (g) "Fiscal Year" means a twelve month period (all or part of which
             falls within the Term) from time to time determined by Landlord
             with concurrence of the appropriate taxation authorities, at the
             end of which Landlord's books are balanced for auditing and/or
             taxation purposes.

         (h) "Lease" means this lease, Exhibits A, B, C and (if attached) D to
             this lease, and every properly executed instrument which by its
             terms amends, modifies or supplements this lease.

         (i) "Occupancy Costs" means amounts payable by Tenant to Landlord under
             Article 4.02.

         (j) "Other Charges" means amounts payable to Landlord under Article
             4.03.

         (k) "Premises" means 9,824 square feet, more or less, on the 3rd and
             10th floor of the Building as generally indicated on Exhibits A and
             A-1.

         (l) "Rent" means the aggregate of all amounts payable by Tenant to
             Landlord under Articles 4.01, 4.02 and 4.03.

         (m) "Term" means the period of time set out in Article 3.01.


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ARTICLE 2.00      GRANT OF LEASE

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

2.02     QUIET ENJOYMENT. Landlord shall warrant and defend Tenant in the quiet
         enjoyment and possession of the Premises during the Term, subject to
         the terms and conditions of this Lease.

2.03     COVENANTS OF LANDLORD AND TENANT. Landlord covenants to observe and
         perform all of the terms and conditions to be observed and performed by
         Landlord under this Lease. Tenant covenants to pay the Rent when due
         under this Lease, and to observe and perform all of the terms and
         conditions to be observed and performed by Tenant under this Lease.

ARTICLE 3.00      TERM AND POSSESSION

3.01     TERM. Notwithstanding Articles 3.02 and 3.03, the term of this Lease
         shall be 4 years beginning on the first day of the month of January 1,
         1990 and ending on the last day of the month of September, 1994, unless
         terminated earlier as provided in this Lease.

3.02     EARLY OCCUPANCY. If Tenant begins to conduct business in all or any
         portion of the Premises before the Commencement Date, Tenant shall pay
         to Landlord on the Commencement Date a rental in respect thereof for
         the period from the date Tenant begins to conduct business therein to
         the Commencement Date, which rental shall be that proportion of Rent
         for one calendar year which the number of days in such period bears to
         365. The provisions of this Lease shall be applicable during such
         period.

3.03     DELAYED POSSESSION. If Landlord is delayed in delivering possession of
         all or any portion of the Premises to Tenant on or before the
         Commencement Date, then Tenant shall take possession of the Premises on
         the date (not later than one year after the Commencement Date) when
         Landlord delivers possession of all of the Premises, which date shall
         be conclusive established by notice to Tenant, accompanied and
         confirmed by an Architect's Certificate, at least 5 days before such
         date. This Lease shall not be void or voidable nor shall Landlord be
         liable to Tenant for any loss or damage resulting from any delay in
         delivering possession of the Premises to Tenant, but unless such delay
         is principally caused by or attributable to Tenant, its servants,
         agents or independent contractors, no Rent shall be payable by Tenant
         for the period prior to the date on which Landlord can so deliver
         possession of all of the Premises, unless Tenant elects to take
         possession of a portion of the Premises whereupon Rent shall be payable
         in respect thereof from the date such possession is so taken.

3.04     ACCEPTANCE OF PREMISES. Taking possession of all or any portion of the
         Premises by Tenant shall be conclusive evidence as against Tenant that
         the Premises or such portion thereof are in satisfactory condition on
         the date of taking possession, subject only to latent defects and
         deficiencies (if any) listed in writing in a notice delivered by Tenant
         to Landlord not more than thirty days after the later of the date of
         taking possession and the Commencement Date.

ARTICLE 4.00      RENT AND OCCUPANCY COSTS

4.01     ANNUAL RENT. Tenant shall pay to Landlord as Annual Rent for the
         Premises the sum of $30,454.44 in respect of each year of the Term,
         payable in advance and without notice in monthly installments of
         $2,537.87 each on the Commencement Date and on the first day of each
         calendar month thereafter during the Term.

4.02     OCCUPANCY COSTS. Tenant shall pay to Landlord, at the times and in the
         manner provided in Article 4.06, the Occupancy Costs (if any)
         determined under Exhibit B.

4.03     OTHER CHARGES. Tenant shall pay to Landlord, at the times and in the
         manner provided in this Lease or, if not so provided, as reasonably
         required by Landlord, all amounts (other than that payable under
         Articles 4.01 and 4.02) which are payable by Tenant to Landlord under
         this Lease.


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4.04     PAYMENT OF RENT - GENERAL. All amounts payable by Tenant to Landlord
         under the Lease shall be deemed to be Rent and shall be payable and
         recoverable as Rent in the manner herein provided, and Landlord shall
         have all rights against Tenant for default in any such payment as in
         the case of arrears of rent. Rent shall be paid to Landlord, without
         deduction or set-off, in legal tender of the jurisdiction in which the
         Building is located, at the address of Landlord as set forth in the
         beginning of this Lease, or to such other person or at such other
         address as Landlord may from time to time designate in writing.
         Tenant's obligation to pay Rent shall survive the expiration or earlier
         termination of this Lease.

4.05     ANNUAL RENT - EARLY TERMINATION. If the Term ends on a day other than
         the last day of a calendar month, the installment of Annual Rent
         payable on the first day of the last calendar month of the Term shall
         be that proportion of the Annual Rent which the number of days from the
         first day of such last calendar month to the last day of the Term bears
         to 365.

4.06     PAYMENT - OCCUPANCY COSTS.

         (a)   Prior to the Commencement Date and the beginning of each Fiscal
               Year thereafter, Landlord shall compute and deliver to Tenant a
               bona fide estimate of Occupancy Costs for the appropriate Fiscal
               Year and without further notice Tenant shall pay to Landlord in
               monthly installments one-twelfth of such estimate simultaneously
               with Tenant's payments of Annual Rent during such Fiscal Year.

         (b)   Unless delayed by causes beyond Landlord's reasonable control,
               Landlord shall deliver to Tenant within 120 days after the end of
               each Fiscal Year a written statement (the "Statement") setting
               out in reasonable detail the amount of Occupancy Costs for such
               Fiscal Year and certified to be correct by an officer of
               Landlord. If the aggregate of monthly installments of Occupancy
               Costs actually paid by Tenant to Landlord during such Fiscal Year
               differs from the amount of Occupancy Costs payable for such
               Fiscal Year under Article 4.02, Tenant shall pay or Landlord
               shall refund the difference (as the case may be) without interest
               within 30 days after the date of delivery of the Statement.

         (c)   If Landlord and Tenant disagree on the accuracy of Occupancy
               Costs as set forth in the Statement, Tenant shall nevertheless
               make payment in accordance with any notice given by Landlord, but
               the disagreement shall immediately be referred by Landlord for
               prompt decision by a mutually acceptable public accountant,
               architect, insurance broker or other professional consultant who
               shall be deemed to be acting as expert(s) and not arbitrator(s),
               and a determination signed by the selected expert(s) shall be
               final and binding on both Landlord and Tenant. Any adjustment
               required to any previous payment made by Tenant or Landlord by
               reason of any such decision shall be made within 14 days thereof,
               and the party required to make payment under such adjustment
               shall bear all costs of the expert(s) making such decision,
               except where that payment represents 3% or less of the Occupancy
               Costs that were the subject of the disagreement in which case
               Tenant shall bear all such costs.

         (d)   Neither party may claim a re-adjustment in respect of Occupancy
               Costs for a Fiscal Year if based upon any error of computation or
               allocation except by notice delivered to the other party within
               six months after the date of delivery of the Statement.

ARTICLE 5.00      USE OF PREMISES

5.01     USE. The Premises shall be used and occupied only as business offices
         for the business of Tenant as initially conducted in the Premises, or
         for such other purpose as Landlord may specifically authorize in
         writing.

5.02     COMPLIANCE WITH LAWS. The Premises shall be used and occupied in a
         safe, careful and proper manner so as not to contravene any present or
         future governmental or quasi-governmental laws in force or regulations
         or orders. If due solely to Tenant's use of the Premises, improvements
         are necessary to comply with any of the foregoing or with the
         requirements of insurance carriers, Tenant shall pay the entire costs
         thereof. Landlord affirms that it shall pay costs of any repairs or
         alterations to the Premises necessitated by future laws relating to
         asbestos, radon, freon and fire sprinklers. Landlord shall restore the
         Premises to the condition existing before the need for such repairs or
         alterations, but any enhancements to the Premises which Tenant may
         desire as an indirect result of making such repairs or alterations
         shall be the responsibility of Tenant.

5.03     ABANDONMENT. Tenant shall not abandon the Premises at any time during
         the Term without Landlord's written consent.

5.04     NUISANCE. Tenant shall not cause or maintain any nuisance in or about
         the Premises, and shall keep the Premises free of debris, rodents,
         vermin and anything of a dangerous, noxious or offensive nature or
         which could create a fire hazard (through undue load on electrical
         circuits or otherwise) or undue vibration, heat or noise.


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ARTICLE 6.00      SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD

6.01     OPERATION OF BUILDING. During the Term Landlord shall operate and
         maintain the Building in accordance with all applicable laws and
         regulations and with standards from time to time prevailing for
         first-class office buildings in the area in which the Building is
         located and, subject to participation by Tenant by payment of Occupancy
         Costs under Article 4.02, shall provide the services set out in Article
         6.02 and 6.03.

6.02     SERVICES TO PREMISES.  Landlord shall provide in the Premises:

         (a)   heat, ventilation and cooling as required for the comfortable use
               and occupancy of the Premises during normal business hours,

         (b)   janitor services, including window washing, as reasonably
               required to keep the Premises in a clean and wholesome condition,
               provided that Tenant shall leave the Premises in a reasonably
               tidy condition at the end of each business day,

         (c)   electric power for normal lighting and small business office
               equipment (but not equipment using amounts of power
               disproportionate to that used by other tenants in the Building),

         (d)   intentionally omitted,

         (e)   maintenance, repair, and replacement as set out in Article 6.04.

6.03     BUILDING SERVICES.  Landlord shall provide in the Building:

         (a)   domestic running water and necessary supplies in washrooms
               sufficient for the normal use thereof by occupants in the
               Building,

         (b)   access to and egress from the Premises, including elevator or
               escalator service if included in the Building,

         (c)   heat, ventilation, cooling, lighting, electric power, domestic
               running water, and janitor service in those areas of the Building
               from time to time designated by Landlord for use during normal
               business hours by Tenant in common with all tenants and other
               persons in the Building but under the exclusive control of
               Landlord,

         (d)   a general directory board on which Tenant shall be entitled to
               have its name shown, provided that Landlord shall have exclusive
               control thereof and of the space thereon to be allocated to each
               tenant, and

         (e)   maintenance, repair, and replacement as set out in Article 6.04.

6.04     MAINTENANCE, REPAIR AND REPLACEMENT. Landlord shall operate, maintain,
         repair and replace the systems, facilities and equipment necessary for
         the proper operation of the Building and for provision of Landlord's
         services under Article 6.02 and 6.03 (except as such may be installed
         by or be the property of Tenant), and shall be responsible for and
         shall expeditiously maintain and repair the foundations, structure and
         roof of the Building and repair damage to the Building which Landlord
         is obligated to insure against under Article 9.00, provided that

         (a)   if all or part of such systems, facilities and equipment are
               destroyed, damaged or impaired, Landlord shall have a reasonable
               time in which to complete the necessary repair or replacement,
               and during that time shall be required only to maintain such
               services as are reasonably possible in the circumstances,

         (b)   Landlord may temporarily discontinue such services or any of them
               at such times as may be necessary due to causes (except lack of
               funds) beyond the reasonable control of Landlord,

         (c)   Landlord shall use reasonable diligence in carrying out its
               obligations under this Article 6.04, but shall not be liable
               under any circumstances for any consequential damage to any
               person or property for any failure to do so,

         (d)   no reduction or discontinuance of such services under this
               Article 6.04 (a) or (b) shall be construed as an eviction of
               Tenant or (except as specifically provided in this Lease) release
               Tenant from any obligation of Tenant under this Lease, and

         (e)   nothing contained herein shall derogate from the provisions of
               Article 16.00.


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6.05     ADDITIONAL SERVICES.

         (a)   If from time to time requested in writing by Tenant and to the
               extent that it is reasonably able to do so, Landlord shall
               provide in the Premises services in addition to those set out in
               Article 6.02, provided that Tenant shall within ten days of
               receipt of any invoice for any such additional service pay
               Landlord therefor at such reasonable rates as Landlord may from
               time to time establish.

         (b)   Tenant shall not without Landlord's written consent install in
               the Premises equipment (including telephone equipment) which
               generates sufficient heat to affect the temperature otherwise
               maintained in the Premises by the air conditioning system as
               normally operated. Landlord may install supplementary air
               conditioning units, facilities or services in the Premises, or
               modify its air conditioning system, as may in Landlord's
               reasonable opinion be required to maintain proper temperature
               levels, and Tenant shall pay Landlord within ten days of receipt
               of any invoice for the cost thereof, including installation,
               operation and maintenance expense.

         (c)   If Landlord shall from time to time reasonably determine that the
               use of electricity or any other utility or service in the
               Premises is disproportionate to the use of other tenants,
               Landlord may separately charge Tenant for the excess costs
               attributable to such disproportionate use. At Landlord's request,
               Tenant shall install and maintain at Tenant's expense, metering
               devices for checking the use of any such utility or service in
               the Premises.

6.06     ALTERATIONS BY LANDLORD.  Landlord may from time to time:

         (a)   make repairs, replacements, changes or additions to the
               structure, systems, facilities and equipment in the Premises
               where necessary to serve the Premises or other parts of the
               Building,

         (b)   make changes in or additions to any part of the Building not in
               or forming part of the Premises, and

         (c)   change or alter the location of those areas of the Building from
               time to time designated by Landlord for use during normal
               business hours by Tenant in common with all tenants and other
               persons in the Building but under the exclusive control of
               Landlord.

         provided that in doing so Landlord shall not unreasonably disturb or
         interfere with Tenant's use of the Premises and operation of its
         business any more than is reasonably necessary in the circumstances and
         shall repair any damage to the Premises caused thereby.

6.07     ACCESS TO LANDLORD. Tenant shall permit Landlord to enter the Premises
         outside normal business hours, and during normal business hours where
         such will not unreasonably disturb or interfere with tenant's use of
         the Premises and operation of its business, to examine, inspect, and
         show the Premises to persons wishing to lease them, to provide services
         or make repairs, replacements, changes or alterations as set out in
         this Lease, and to take such steps as Landlord may deem necessary for
         the safety, improvement or preservation of the Premises or the
         Building. Landlord shall whenever possible (except in an emergency)
         consult with or give reasonable notice to Tenant prior to such entry,
         but no such entry shall constitute an eviction or entitle Tenant to any
         abatement of Rent.

6.08     ENERGY, CONSERVATION AND SECURITY POLICIES. Landlord shall be deemed to
         have observed and performed the terms and conditions to be performed by
         Landlord under this Lease, including those relating to the provision of
         utilities and services, if in so doing it acts in accordance with a
         directive, policy or request of a governmental or quasi-governmental
         authority serving the public interest in the fields of energy,
         conservation or security.

ARTICLE 7.00      MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT

7.01     CONDITION OF PREMISES. Except to the extent that Landlord is
         specifically responsible therefor under this Lease, Tenant shall
         maintain the Premises and all improvements therein in good order and
         condition subject to ordinary wear and tear, including (a)
         intentionally omitted, and (b) making repairs, replacements and
         alterations as needed, including those necessary to comply with the
         requirements of any governmental or quasi-governmental authority having
         jurisdiction only when said requirements are unique to Tenant's
         business, and not relating to general office use.


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7.02     FAILURE TO MAINTAIN PREMISES. If Tenant fails to perform any obligation
         under Article 7.01, then on not less than ten days' notice to Tenant
         Landlord may enter the Premises and perform such obligation without
         liability to Tenant for any loss or damage to Tenant thereby incurred,
         and Tenant shall pay Landlord for the cost thereof, plus 10% of such
         cost for overhead and supervision, within ten days of receipt of
         Landlord's invoice therefor.

7.03     ALTERATIONS BY TENANT. Tenant may from time to time at its own expense
         make changes, additions and improvements in the Premises to better
         adapt the same to its business, provided that any such change, addition
         or improvement shall

         (a)   comply with the requirements of any governmental or
               quasi-governmental authority having jurisdiction,

         (b)   be made only with the prior written consent of Landlord,

         (c)   equal or exceed the then current standard for Building, and

         (d)   be carried out only by persons selected by Tenant and approved in
               writing by Landlord, which approval will not be unreasonably
               withheld or delayed, who shall if required by Landlord deliver to
               Landlord before commencement of the work performance and payment
               bonds as well as proof of worker's compensation and public
               liability and property damage insurance coverage, with Landlord
               named as an additional insured, in amounts, with companies, and
               in form reasonably satisfactory to Landlord, which shall remain
               in effect during the entire period in which the work will be
               carried out,

         Any increase in property taxes on or fire or casualty insurance
         premises for the Building attributable to such change, addition or
         improvement shall be borne by Tenant.

7.04     TRADE FIXTURES AND PERSONAL PROPERTY. Tenant may install in the
         Premises its usual trade fixtures and personal property in a proper
         manner, provided that no such installation shall interfere with or
         damage the mechanical or electrical systems or the structure of the
         Building. If Tenant is not then in default hereunder, trade fixtures
         and personal property installed in the Premises by Tenant may be
         removed from the Premises.

         (a)   from time to time in the ordinary course of Tenant's business or
               in the course of reconstruction, renovation, or alteration of the
               Premises by Tenant, and

         (b)   during a reasonable period prior to the expiration of the Term,

         provided that Tenant promptly repairs at its own expense any damage to
         the Building resulting from such installation and removal.

7.05     MECHANIC LIENS. Tenant shall pay before delinquency all costs for work
         done or caused to be done by Tenant in the Premises which could result
         in any lien or encumbrance on Landlord's interest in the Land or
         Building or any part thereof, shall keep the title to the Land or
         Building and every part thereof free and clear of any lien or
         encumbrance in respect of such work, and shall indemnify and hold
         harmless Landlord against any claim, loss, cost, demand and legal or
         other expense, whether in respect of any lien or otherwise, arising out
         of the supply of material, services or labor for such work. Tenant
         shall immediately notify Landlord of any such lien, claim of lien or
         other action of which it has or reasonably should have knowledge and
         which affects the title to the Land or Building or any part thereof,
         and shall cause the same to be removed within five days (or such
         additional time as Landlord may consent to in writing), failing which
         Landlord may take such action as Landlord deems necessary to remove the
         same and the entire cost thereof shall be immediately due and payable
         by Tenant to Landlord.

7.06     SIGNS. Any sign, lettering or design of Tenant which is visible from
         the exterior of the Premises shall be at Tenant's expense and subject
         to approval by Landlord, and shall confirm to the uniform pattern of
         identification signs for tenants in the Building as prescribed by
         Landlord. Tenant shall not inscribe or affix any sign, lettering or
         design in the Premises or Building which is visible from the exterior
         of the Building.

ARTICLE 8.00      TAXES

8.01     LANDLORD'S TAXES. Landlord shall pay before delinquency (subject to
         participation by Tenant by payment of Occupancy Costs under Article
         4.02) every real estate tax, assessment, license fee and other charge,
         excepting Tenant's Taxes under Article 8.02, which is imposed, levied,
         assessed or charged by any governmental or quasi-governmental authority
         having jurisdiction and which is payable in respect of the Term upon or
         on account of the Land or Building.


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8.02     TENANT'S TAXES. Tenant shall pay before delinquency every tax,
         assessment, license fee, excise and other charge, however described,
         which is imposed, levied, assessed or charged by any governmental or
         quasi-governmental authority having jurisdiction and which is payable
         in respect of the Term upon or on account of:

         (a)   operations at, occupancy of, or conduct of business in or from
               the Premises by or with the permission of Tenant,

         (b)   fixtures or personal property in the Premises which do not belong
               to the Landlord, and

         (c)   the Rent paid or payable by Tenant to Landlord for the Premises
               or for the use and occupancy of all or any part thereof; provided
               that if Landlord so elects by notice to Tenant, Tenant shall add
               any amounts payable under this Article 8.02 to the monthly
               installments of Annual Rent payable under Article 4.01 and
               Landlord shall remit such amounts to the appropriate authorities.

8.03     RIGHT TO CONTEST. Landlord and Tenant shall each have the right to
         contest in good faith the validity or amount of any tax, assessment,
         license fee, excise fee and other charge which it is responsible to pay
         under this Article 8.00, provided that no contest by Tenant may involve
         the possibility of forfeiture, sale or disturbance of Landlord's
         interest in the Premises, that Tenant provides to Landlord security for
         the taxes contested by Tenant adequate in the opinion of Landlord, and
         that upon the final determination of any contest by Tenant, Tenant
         shall immediately pay and satisfy the amount found to be due, together
         with any costs, penalties and interest. Landlord shall refund to
         Tenant, Tenant's prorata share of refunds received.

ARTICLE 9.00      INSURANCE

9.01     LANDLORD'S INSURANCE. During the Term, Landlord shall maintain at its
         own expense (subject to participation by Tenant by payment of Occupancy
         Costs under Article 4.02) liability insurance, fire insurance with
         extended coverage, boiler and pressure vessel insurance, and other
         insurance on the Building and all property and interest of Landlord in
         the Building with coverage and in amounts not less than those which are
         from time to time acceptable to a prudent owner in the area to which
         the Building is located. Policies for such insurance shall waive, to
         the extent available from Landlord's carrier(s), any right of
         subrogation against Tenant.

9.02     TENANT'S INSURANCE. During the Term, Tenant shall maintain at its own
         expense:

         (a)   fire insurance with extended coverage and water damage insurance
               in amounts sufficient to fully cover Tenant's improvements and
               all property in the Premises which is not owned by Landlord, and

         (b)   liability insurance, with Landlord named as an additional
               insured, against claims for death, personal injury and property
               damage in or about the Premises, in amounts which are from time
               to time acceptable to a prudent tenant in the community in which
               the Building is located, but not less than $3,000,000.00 for
               death, illness or injury to one or more persons, and
               $3,000,000.00 property damage, in respect of each occurrence.

         Policies for such insurance shall be in a form and with an insurer
         reasonably acceptable to Landlord, shall require at least 30 days
         written notice to Landlord of termination or material alteration during
         the Term, and shall waive, if possible, any right of subrogation
         against Landlord. If requested by Landlord, Tenant shall from time to
         time promptly deliver to Landlord certified copies of other evidence of
         such policies, and evidence satisfactory to Landlord that all premiums
         thereon have been paid and the policies are in full force and effect.

ARTICLE 10.00     INJURY TO PERSON OR PROPERTY

10.01    INDEMNITY BY TENANT. Tenant shall indemnify and hold harmless Landlord
         from and against every demand, claim, cause of action, judgment and
         expense, and all loss and damage arising from:

         (a)   any injury or damage to the person or property of Tenant, any
               other tenant in the Building or too any other person rightfully
               in the Building, where the injury or damage is caused by
               negligence or misconduct of Tenant, its agents, servants or
               employees, or of any other person entering upon the Premises
               under express or implied invitation of Tenant, or results from
               the violation of laws or ordinances, governmental orders of any
               kind or of the provisions of this Lease by any of the foregoing,
               and

         (b)   any loss or damage, however caused, to books, records, files,
               money, securities, negotiable instruments or papers in or about
               the Premises.


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         (c)   any loss or damage resulting from interference with or
               obstruction of deliveries to or from the Premises, and

         (d)   any injury or damage not specified above to the person or
               property of Tenant, its agents, servants or employees, or any
               other person entering upon the Premises under express or implied
               invitation of Tenant, where the injury or damage is caused by any
               reason other than the negligence or misconduct of Landlord, its
               agents, servants, or employees.

10.02    SUBROGATION. The provisions of this Article 10.00 are subject to the
         waiver of any right of subrogation against Tenant in Landlord's
         Insurance under Article 9.01 and to the waiver of any right of
         subrogation against Landlord in Tenant's Insurance under Article 9.02.



ARTICLE 11.00     ASSIGNMENT AND SUBLETTING - SEE EXHIBIT D


11.01    [Intentionally omitted.]



11.02    [Intentionally omitted.]



11.03    [Intentionally omitted.]



11.04    [Intentionally omitted.]



11.05    [Intentionally omitted.]



11.06    [Intentionally omitted.]



ARTICLE 12.00     SURRENDER

12.01    POSSESSION. Upon the expiration or other termination of the Term,
         Tenant shall immediately quit and surrender possession of the Premises
         in substantially the condition in which Tenant is required to maintain
         the Premises excepting only reasonable wear and tear and damage covered
         by Landlord's insurance under Article 9.01. Upon such surrender, all
         right, title and interest of Tenant in the Premises shall cease.


<PAGE>   9
12.02    TRADE FIXTURES, PERSONAL PROPERTY AND IMPROVEMENTS. Subject to Tenant's
         rights under Article 7.04, after the expiration or other termination of
         the Term all of Tenant's trade fixtures, personal property remaining in
         the Premises shall be deemed conclusively to have been abandoned by
         Tenant and may be appropriated, sold, destroyed or otherwise disposed
         of by Landlord without notice or obligation to compensate Tenant or to
         account therefor, and Tenant shall pay to Landlord on written demand
         all costs incurred by Landlord in connection therewith.

12.03    MERGER. The voluntary or other surrender of this Lease by Tenant or the
         cancellation of this Lease by mutual agreement of Tenant and Landlord
         shall not work a merger, and shall at Landlord's option terminate all
         or any subleases and subtenancies or operate as an assignment to
         Landlord of all or any subleases or subtenancies. Landlord's option
         hereunder shall be exercised by notice to Tenant and all known
         sublessees or subtenants in the Premises or any part thereof.

12.04    PAYMENTS AFTER TERMINATION. No payments of money by Tenant to Landlord
         after the expiration or other termination of the Term or after the
         giving of any notice (other than a demand for payment of money) by
         Landlord to Tenant, shall reinstate, continue or extend the Term or
         make ineffective any notice given to Tenant prior to the payment of
         such money. After the service of notice or the commencement of a suit,
         or after final judgment granting Landlord possession of the Premises,
         Landlord may receive and collect any sums of Rent due under the Lease,
         and the payment thereof shall not make ineffective any notice, or in
         any manner affect any pending suit or any judgment theretofore
         obtained.

ARTICLE 13.00     HOLDING OVER

13.01    MONTH-TO-MONTH TENANCY. If with Landlord's written consent Tenant
         remains in possession of the Premises after the expiration or other
         termination of the Term, Tenant shall be deemed to be occupying the
         Premises on a month-to-month tenancy only, at a monthly rental equal to
         the Rent as determined in accordance with Article 4.00 or such other
         rental as is stated in such written consent, and such month-to-month
         tenancy may be terminated by Landlord or Tenant on the last day of any
         calendar month by delivery of at least 30 days' advance notice of
         termination to the other.

13.02    TENANCY AT SUFFERANCE. If without Landlord's written consent Tenant
         remains in possession of the Premises after the expiration or other
         termination of the Term, Tenant shall be deemed to be occupying the
         Premises upon a tenancy at sufferance only, at a monthly rental equal
         to two times the Rent determined in accordance with Article 4.00. Such
         tenancy at sufferance may be terminated by Landlord at any time by
         notice of termination to Tenant, and by Tenant on the last day of any
         calendar month by at least 30 days' advance notice of termination to
         Landlord.

13.03    GENERAL. Any month-to-month tenancy or tenancy at sufferance hereunder
         shall be subject to all other terms and conditions of this Lease except
         any right of renewal and nothing contained in this Article 13.00 shall
         be construed to limit or impair any of Landlord's rights of re-entry or
         eviction or constitute a waiver thereof.

ARTICLE 14.00     RULES AND REGULATIONS

14.01    PURPOSE. The Rules and Regulations in Exhibit C have been adopted by
         Landlord for the safety, benefit and convenience of all tenants and
         other persons in the Building.

14.02    OBSERVANCE. Tenant shall at all times comply with, and shall cause its
         employees, agents, licensees and invitees to comply with, the Rules and
         Regulations from time to time in effect, provided such Rules and
         Regulations are enforced against all Tenant's on a non-discriminatory
         [TEXT RUNS OFF PAGE].

14.03    MODIFICATION. Landlord may from time to time, for the purposes set out
         in Article 14.01, amend, delete from, or add to the Rules and
         Regulations, provided that any such modification:

         (a)   shall not be repugnant to any other provision of this Lease,

         (b)   shall be reasonable and have general application to all tenants
               in the Building, and

         (c)   shall be effective only upon delivery of a copy thereof to Tenant
               at the Premises.

14.04    NON-COMPLIANCE. Landlord shall use its best efforts to secure
         compliance by all tenants and other persons with the Rules and
         Regulations from time to time in effect, but shall not be responsible
         to Tenant for failure of any person to comply with such Rules and
         Regulations.

<PAGE>   10
ARTICLE 15.00     EMINENT DOMAIN

15.01    TAKING OF PREMISES. If during the Term all of the Premises shall be
         taken for any public or quasi-public use under any statute or by right
         of eminent domain, or purchased under threat of such taking, this Lease
         shall automatically terminate on the date on which Tenant vacates the
         Premises which date shall be within 30 days after Tenant receives
         notice of such taking from Landlord.

15.02    PARTIAL  TAKING OF  BUILDING.  If during the Term only part of the
         Building is taken or  purchased as set out in Article 15.01, then

         (a)   if in the reasonable opinion of Landlord substantial alteration
               or reconstruction of the Building is necessary or desirable as a
               result thereof, whether or not the Premises are or may be
               affected, Landlord shall have the right to terminate this Lease
               by giving the Tenant at least 30 days' written notice of such
               termination, and

         (b)   if more than one-third of the number of square feet in the
               Premises is included in such taking or purchase, Landlord and
               Tenant shall each have the right to terminate this Lease by
               giving the other at least 30 days' written notice thereof.

         If either party exercises its right of termination hereunder, this
         Lease shall terminate on the date stated in the notice, provided,
         however, that no termination pursuant to notice hereunder may occur
         later than 60 days after the date of such taking.

15.03    SURRENDER. On any such date of termination under Article 15.01 or
         15.02, Tenant shall immediately surrender to Landlord the Premises and
         all interests therein under this Lease. Landlord may re-enter and take
         possession of the Premises and remove Tenant therefrom, and the Rent
         shall no longer accrue from the date of termination. Rent shall abate
         on the former date in respect of the portion taken. After such
         termination, and on notice from Landlord stating the Rent then owing,
         Tenant shall forthwith pay Landlord such Rent.

15.04    PARTIAL TAKING OF PREMISES. If any portion of the Premises (but less
         than the whole thereof) is so taken, and no rights of termination
         herein conferred are timely exercised, the Term of this Lease shall
         expire with respect to the portion so taken on the date of such taking
         [TEXT RUNS OFF PAGE] to reconstruct or alter the Premises, said
         reconstruction shall be completed within 180 days; and if not completed
         by said date, Tenant shall have the right to terminate the Lease by
         giving written notice thereof within 10 days after expiration of the
         180 day reconstruction period. In such event the Rent payable hereunder
         with respect to such portion so taken shall no longer accrue from such
         date, and the Rent thereafter payable with respect to the remainder not
         so taken shall be adjusted pro rata by Landlord in order to account for
         the resulting reduction in the number of square feet in the Premises.

15.05    AWARDS. Upon any such taking or purchase, Landlord shall be entitled to
         receive and retain the entire award or consideration for the affected
         lands and improvements, and Tenant shall not have nor advance any claim
         against Landlord for the value of its property or its leasehold estate
         or the unexpired Term of the Lease, or for costs of removal or
         relocation, or business interruption expense or any other damages
         arising out of such taking or purchase. Nothing herein shall give
         Landlord any interest in or preclude Tenant from seeking and recovering
         on its own account from the condemning authority any award or
         compensation attributable to the taking or purchase of Tenant's
         chattels or trade fixtures. If any such award made or compensation paid
         to either party specifically includes an award or amount for the other,
         the party first receiving the same shall promptly account therefor to
         the other.

ARTICLE 16.00     DAMAGE BY FIRE OR OTHER CASUALTY

16.01    LIMITED DAMAGE TO PREMISES. If all or part of the Premises are rendered
         untenantable by damage from fire or other casualty which, in the
         reasonable opinion of an architect acceptable to Landlord and Tenant,
         can be substantially repaired under applicable laws and governmental
         regulations within 180 days from the date of such casualty (employing
         normal construction methods without overtime or other premium),
         Landlord shall forthwith at its own expense repair such damage other
         than damage to improvements, furniture, chattels or trade fixtures
         which do not belong to Landlord, which shall be repaired forthwith by
         Tenant at its own expense.

16.02    MAJOR DAMAGE TO PREMISES. If all or part of the Premises are rendered
         untenantable by damage from fire or other casualty which, in the
         reasonable opinion of an architect acceptable to Landlord and Tenant,
         cannot be substantially repaired under applicable laws and governmental
         regulations within 180 days from the date of such casualty (employing
         normal construction methods without overtime or other premium), then
         either Landlord or Tenant may [ILLEGIBLE] terminate this Lease as of
         the date of such casualty by written notice delivered to the other not
         more than 10 days after receipt of such architect's opinion, failing
         which Landlord shall forthwith at its own expense repair such damage
         other than damage to improvements, furniture, chattels or trade
         fixtures which do not belong to Landlord, which shall be repaired
         forthwith by Tenant at its own expense.

<PAGE>   11
16.03    ABATEMENT. If Landlord is required to repair damage to all or part of
         the Premises under Article 16.01 or 16.02 the Rent payable by Tenant
         hereunder shall be proportionately reduced to the extent that the
         Premises are thereby rendered untenantable from the date of such
         casualty until five days after completion by Landlord of the repairs to
         the Premises (or the part thereof rendered untenantable) or until
         Tenant again uses the Premises (or the part thereof rendered
         untenantable) in its business, whichever first occurs.

16.04    MAJOR DAMAGE TO BUILDING. If all or a substantial part (whether or not
         including the Premises) of the Building is rendered untenantable by
         damage from fire or other casualty to such a material extent that in
         the reasonable opinion of Landlord the Building must be totally or
         partially demolished, whether or not to be reconstructed in whole or in
         part, Landlord may elect to terminate this Lease as of the date of such
         casualty (or on the date of notice if the Premises are unaffected by
         such casualty) by written notice delivered to Tenant not more than 60
         days after the date of such casualty.

16.05    LIMITATION ON LANDLORD'S LIABILITY. Except as specifically provided in
         this Article 16.00, there shall be no reduction of Rent and Landlord
         shall have no liability Tenant by reason of any injury to or
         interference with Tenant's business or property arising from fire or
         other casualty, howsoever caused, or from the making of any repairs
         resulting therefrom in or to any portion of the Building or the
         Premises. Notwithstanding anything contained herein, Rent payable by
         Tenant hereunder shall not be abated, if the damage is caused by any
         act or omission of Tenant, its agents, servants, employees or any other
         person entering upon the Premises under expressly or implied invitation
         of Tenant.

ARTICLE 17.00     TRANSFERS BY LANDLORD

17.01    SALES, CONVEYANCE AND ASSIGNMENT. Nothing in this Lease shall restrict
         the right of Landlord to sell, convey, assign or otherwise deal with
         the Building, subject only to the rights of Tenant under this Lease.

17.02    EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT. A sale, conveyance or
         assignment of the Building shall operate to release Landlord from
         liability from and after the effective date thereof upon all of the
         covenants, terms and conditions of this Lease, express or implied,
         except as such may relate to the period prior to such effective date,
         and Tenant shall thereafter look solely to Landlord's
         successor-in-interest in and to this Lease. This Lease shall not be
         affected by any such sale, conveyance or assignment, and Tenant shall
         attorn to Landlord's successor-in-interest thereunder.

17.03    [Intentionally omitted.] - SEE EXHIBIT D

17.04    ATTORNMENT. Subject to Article 17.05, if the interest of Landlord is
         transferred to any person (herein called "Purchaser") by reason of
         foreclosure or other proceedings for enforcement of the First Mortgage,
         or by delivery of a deed in lieu of such foreclosure or other
         proceedings, Tenant shall immediately and automatically attorn to
         Purchaser.

17.05    NONDISTURBANCE.  No attornment under Article 17.04 shall be effective
         unless:

         (a)   the holder of the First Mortgage has subordinated, in whole or in
               part, the First Mortgage to this Lease, or

         (b)   Purchaser delivers to Tenant a written undertaking, in a form
               satisfactory to Purchaser, binding upon Purchaser and enforceable
               by and for the benefit of Tenant under applicable law, that this
               Lease and Tenant's rights hereunder shall continue undisturbed
               while Tenant is not in default despite such enforcement
               proceedings and transfer.

17.06    EFFECT OF ATTORNMENT. Upon attornment under Article 17.04, this Lease
         shall continue in full force and effect as a direct lease between
         Purchaser and Tenant, upon all of the same terms, conditions and
         covenants as are set forth in this Lease except that, after such
         attornment, Purchaser shall not be:

         (a)   subject to any offsets or defenses which Tenant might have
               against Landlord, or


<PAGE>   12

         (b)   bound by any prepayment by Tenant of more than one month's
               installment of Rent, or by any previous modification of this
               Lease, unless such prepayment or modification shall have been
               approved in writing by Purchaser or any predecessor in interest
               except Landlord, or

         (c)   subject to the obligations of Landlord hereunder except during
               this period of Purchaser's ownership of the Building or Land.

17.07    EXECUTION OF INSTRUMENTS. The subordination and attornment provisions
         of this Article 17.00 shall be self-operating and (except as
         specifically required in Articles 17.03 and 17.05) no further
         instrument shall be necessary. Nevertheless Tenant, on request by and
         without cost to Landlord or any successor in interest, shall execute
         and deliver any and all instruments further evidencing such
         subordination and (where applicable hereunder) attornment.

ARTICLE 18.00     NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION

18.01    NOTICES. Any notice from one party to the other hereunder shall be in
         writing and shall be deemed duly served if delivered personally to a
         responsible employee of the party being served, or if mailed by
         registered or certified mail addressed to Tenant at the Premises
         (whether or not Tenant has departed from, vacated or abandoned the
         same) or to Landlord at the place from time to time established for the
         payment of Rent. Any notice shall be deemed to have been given at the
         time of personal delivery or, if mailed, seven days after the date of
         mailing thereof. Either party shall have the right to designate by
         notice, in the manner above set forth, a different address to which
         notices are to be mailed.

18.02    ACKNOWLEDGEMENTS. Each of the parties hereto shall at any time and from
         time to time upon not less than 20 days prior notice from the other
         execute, acknowledge and deliver a written statement certifying

         (a)   that this Lease is in full force and effect, subject only to such
               modifications (if any) as may be set out therein,

         (b)   that Tenant is in possession of the Premises and paying Rent as
               provided in this Lease,

         (c)   the dates (if any) to which Rent is paid in advance,

         (d)   that there are not, to such party's knowledge, any uncured
               defaults on the part of the other party hereunder, or specifying
               such defaults in any are claimed, and

         (e)   as true and accurate such other information concerning this Lease
               or tenancy as may be reasonably required by any First Mortgage
               lender.

         Any such statement may be relied upon by any prospective transferee or
         encumbrancer of all or any portion of the Building, or any assignee of
         any such persons. If Tenant fails to timely deliver such statement,
         Tenant shall be deemed to have acknowledged that this Lease is in full
         force and effect, without modification except as may be represented by
         Landlord, and that there are no uncured defaults in Landlord's
         performance.

18.03    AUTHORITIES FOR ACTION. Landlord may act in any matter provided for
         herein by its Property Manager and any other person who shall from time
         to time be designated by Landlord by notice to Tenant. Tenant shall
         designate in writing one or more persons to act on its behalf in any
         matter provided for herein and may from time to time change, by notice
         to Landlord, such designation. In the absence of any such designation,
         the person or persons executing this Lease for Tenant shall be deemed
         to be authorized to act on behalf of Tenant in any matter provided for
         herein.

ARTICLE 19.00     DEFAULT

19.01    INTEREST AND COSTS. Tenant shall pay to Landlord interest at a rate
         equal to the lesser of 1-1/2% per month, or the maximum rate permitted
         by applicable law, upon all Rent required to be paid hereunder from the
         due date for payment thereof until the same is fully paid and
         satisfied. Tenant shall indemnify Landlord against all costs and
         charges (including legal fees) lawfully and reasonably incurred in
         enforcing payment thereof, and in obtaining possession of the Premises
         after default of Tenant or upon expiration or earlier termination of
         the Term of this Lease, or in enforcing any covenant, proviso or
         agreement of Tenant herein contained.

19.02    RIGHT OF LANDLORD TO PERFORM COVENANTS. All covenants and agreements to
         be performed by Tenant under any of the terms of this Lease shall be
         performed by Tenant, at Tenant's sole cost and expense, and without any
         abatement of Rent. If Tenant shall fail to perform any act on its part
         to be performed hereunder, and such failure shall continue for 10 days
         after notice thereof from Landlord, Landlord may (but shall not be
         obligated so to do) perform such act without waiving or releasing
         Tenant from any of its obligations relative thereto. All sums paid or
         costs incurred by Landlord in


<PAGE>   13

         so performing such acts under this Article 19.02, together with
         interest thereon at the rate set out in Article 19.01 from the date
         each such payment was made or each such cost incurred by Landlord,
         shall be payable by Tenant to Landlord on demand.

19.03    EVENTS OF DEFAULT.  If and whenever:

         (a)   Tenant fails to pay Base Rent, Additional Rent or any other Rent
               payable by Tenant under the terms of this Lease when due, and
               such failure continues for 5 days after written notice from
               Landlord to Tenant of such failure; provided that with respect to
               Base Rent and Additional Rent, Tenant will be entitled to only 3
               notices of such failure during any Lease Year and if, after 3
               such notices are given in any Lease Year, Tenant fails, during
               such Lease Year, to pay any such amounts when due, such failure
               will constitute a Default without further notice by Landlord or
               additional cure period.

         (b)   the Term on any goods, chattels or equipment of Tenant is taken
               or eligible in execution or in attachment or if a writ of
               execution is issued against Tenant, or

         (c)   Tenant becomes insolvent or commits an act of bankruptcy or
               becomes bankrupt or takes the benefit of any statute that may be
               in force for bankrupt or insolvent debtors or becomes involved in
               voluntary or involuntary winding-up proceedings or if a receiver
               shall be appointed for the business, property, affairs or
               revenues of Tenant, or

         (d)   Tenant makes a bulk sale of its goods or moves or commences,
               attempts or threatens to move its goods, chattels and equipment
               out of the Premises (other than in the normal course of its
               business) or ceases to conduct business from the Premises, or

         (e)   Tenant fails to observe, perform and keep each and every one of
               the covenants, agreements, provisions, stipulations and
               conditions herein contained to be observed, performed and kept by
               Tenant (other than payment of Rent) and persists in such failure
               after 20 days notice by Landlord requiring that Tenant remedy,
               correct, desist or comply (or if any such breach would reasonably
               require more than 20 days to rectify, unless Tenant commences
               rectification within the 20 day notice period and thereafter
               promptly and effectively and continuously proceeds with the
               rectification of the breach),

         then and in any such cases, at the option of Landlord, the full amount
         of the current month's and the next ensuing three month's installments
         of Annual Rent shall immediately become due and payable and Landlord
         may immediately distrain for the same, together with any arrears then
         unpaid; and Landlord may without notice or any form of legal process
         forthwith re-enter upon and take possession of the Premises or any part
         thereof in the name of the whole and remove and sell Tenant's goods,
         chattels and trade fixtures therefrom, any rule of law or equity to the
         contrary notwithstanding.

19.04    WAIVER OF EXEMPTION AND REDEMPTION. Notwithstanding anything contained
         in any statute now or hereafter in force limiting or abrogating the
         right of distress, none of Tenant's goods, chattels or trade fixtures
         on the Premises at any time during the continuance of the Term shall be
         exempt from levy by distress for Rent in arrears, and upon any claim
         being made for such exemption by Tenant or on distress being made by
         Landlord this agreement may be pleaded as an estoppel against Tenant in
         any action brought to test the right to the levying upon any such goods
         as are named as exempted in any such statute, Tenant hereby waiving all
         and every benefit that could or might have occurred to Tenant under and
         by virtue of any such statute but for this Lease. Tenant hereby
         expressly waives any and all rights of redemption granted by or under
         any present or future laws in the event of Tenant being evicted or
         dispossessed for any cause, or in the event of Landlord obtaining
         possession of the Premises, by reason of the violation by Tenant of any
         of the terms or conditions of this Lease or otherwise.

19.05    SURRENDER. If and whenever Landlord is entitled to or does re-enter,
         Landlord may terminate this Lease by giving notice thereof, and in such
         event Tenant shall forthwith vacate and surrender the Premises.

19.06    PAYMENTS. If Landlord shall re-enter or if this Lease shall be
         terminated hereunder, Tenant shall pay to Landlord on demand:

         (a)   Rent up to the time of re-entry or termination, whichever shall
               be the later, plus accelerated rent as herein provided, and

         (b)   all expenses incurred by Landlord in performing any of Tenant's
               obligations under this Lease, re-entering or terminating and
               re-letting, collecting sums due or payable by Tenant, realizing
               upon assets seized (including brokerage, legal fees and
               disbursements), and the expense of keeping the Premises in good
               order, repairing the same and preparing them for re-letting, and


<PAGE>   14
         (c)   as damages for the loss of income of Landlord expected to be
               derived from the Premises, the amounts (if any) by which the Rent
               which would have been payable under this Lease exceeds the
               payments (if any) received by Landlord from other tenants in the
               Premises, payable on the first day of each month during the
               period which would have constituted the unexpired portion of the
               Term had it not been terminated, or if elected by Landlord by
               notice to Tenant at or after re-entry or termination, a lump sum
               amount equal to the Rent which would have been payable under this
               Lease from the date of such election during the period which
               would have constituted the unexpired portion of the Term had it
               not been terminated, reduced by the rental value of the Premises
               for the same period, established by reference to the terms and
               conditions upon which Landlord re-lets them if such re-letting is
               accomplished within a reasonable period after termination, and
               otherwise established by reference to all market and other
               relevant circumstances; Rent and rental value being reduced to
               present worth at an assumed interest rate of 10% on the basis of
               Landlord's estimates and assumptions of fact which shall govern
               unless shown to be erroneous.

19.07    REMEDIES CUMULATIVE. No reference to nor exercise of any specific right
         or remedy by Landlord shall prejudice or preclude Landlord from
         exercising or invoking any other remedy in respect thereof, whether
         allowed at law or in equity or expressly provided for herein. No such
         remedy shall be exclusive or dependent upon any other such remedy, but
         Landlord may from time to time exercise any one or more of such
         remedies independently or in combination.

ARTICLE 20.00     MISCELLANEOUS

20.01    RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall create
         any relationship between the parties hereto other than that of landlord
         and tenant, and it is acknowledged and agreed that Landlord does not in
         any way or for any purpose become a partner of Tenant in the conduct of
         its business, or a joint venturer or a member or common enterprise with
         Tenant.

20.02    CONSENT NOT UNREASONABLY WITHHELD. Except as otherwise specifically
         provided, whenever consent or approval of Landlord or Tenant is
         required under the terms of this Lease, such consent or approval shall
         not be unreasonably withheld or delayed. - SEE EXHIBIT D

20.03    NAME OF BUILDING. Landlord shall have the right, after 30 days notice
         to Tenant, to change the name, number or designation of the Building,
         during the Term without liability to Tenant.

20.04    APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and
         construed under the laws of the jurisdiction in which the Building is
         located, and its provisions shall be construed as a whole according to
         their common meaning and not strictly for or against Landlord or
         Tenant. The words Landlord and Tenant shall include the plural as well
         as the singular. If this Lease is executed by more than one tenant,
         Tenants' obligations hereunder shall be joint and several obligations
         of such executing tenants. Time is of the essence of this Lease and
         each of its provisions. The captions of the Articles are included for
         convenience only, and shall have no effect upon the construction or
         interpretation of this Lease.

20.05    ENTIRE AGREEMENT. If there are any terms and conditions which at the
         date of execution of this Lease are additional or supplemental to those
         set out on the first 15 pages and in Exhibits A, B and C, such terms
         and conditions are contained in Exhibit D (if any) attached hereto as
         part of this Lease. This Lease contains the entire agreement between
         the parties hereto with respect to the subject matter of this Lease.
         Tenant acknowledges and agrees that it has not relied upon any
         statement, representation, agreement or warranty except such as are set
         out in this Lease. If this Lease is made pursuant to an Offer to Lease,
         then the term "Lease" in this Article 20.05 shall be deemed to include
         such Offer to Lease.

20.06    AMENDMENT OR MODIFICATION. Unless otherwise specifically provided in
         this Lease, no amendment, modification, or supplement to this Lease
         shall be valid or binding unless set out in writing and executed by the
         parties hereto in the same manner as the execution of this Lease.

<PAGE>   15

20.07    CONSTRUED COVENANTS AND SEVERABILITY. All of the provisions of this
         Lease are to be construed as covenants and agreements as through the
         words importing such covenants and agreements were used in each
         separate Article hereof. Should any provision of this Lease be or
         become invalid, void, illegal or not enforceable, it shall be
         considered separate and severable from the Lease and the remaining
         provisions shall remain in force and be binding upon the parties hereto
         as though such provision had not been included.

20.08    NO IMPLIED SURRENDER OR WAIVER. No provisions of this Lease shall be
         deemed to have been waived by Landlord unless such waiver is in writing
         signed by Landlord. Landlord's waiver of a breach of any term or
         condition of this Lease shall not prevent a subsequent act, which would
         have originally constituted a breach, from having all the force and
         effect of any original breach. Landlord's receipt of Rent with
         knowledge of a breach by Tenant of any term or condition of this Lease
         shall not be deemed a waiver of such breach. Landlord's failure to
         enforce against Tenant or any other tenant in the Building any of the
         Rules and Regulations made under Article 14.00 shall not be deemed a
         waiver of such Rules and Regulations. No act or thing done by Landlord,
         its agents or employees during the Term shall be deemed an acceptance
         of a surrender of the Premises, and no agreement to accept a surrender
         of the Premises shall be valid, unless in writing signed by Landlord.
         The delivery of keys to any of Landlord's agents or employees shall not
         operate as a termination of this Lease or a surrender of the Premises.
         No payment by Tenant, or receipt by Landlord, of a lesser amount than
         the Rent due hereunder shall be deemed to be other than on account of
         the earliest stipulated Rent, nor shall any enforcement or statement on
         any check or any letter accompanying any check, or payment as Rent, be
         deemed an accord and satisfaction, and Landlord may accept such check
         or payment without prejudice to Landlord's right to recover the balance
         of such Rent or pursue any other remedy available to Landlord.

20.09    SUCCESSORS BOUND. Except as otherwise specifically provided, the
         covenants, terms, and conditions contained in this Lease shall apply to
         and bind the heirs, successors, executors, administrators and assigns
         of the parties hereto.



IN WITNESS OF THIS LEASE Landlord and Tenant have properly executed it as of the
date set out on page one.

LANDLORD:                                       TENANT:

T.H.S. NORTHSTAR ASSOCIATES LIMITED
PARTNERSHIP                                     PHYNQUE, INC.

By: TRIZEC PROPERTIES, INC.,
    Managing Agent
                                                By:  /s/  ILLEGIBLE
                                                   -----------------------------


By: /s/  ILLEGIBLE                              By:
    ------------------------------------           -----------------------------
    Michael J. Irwin
    Senior Vice President




By: /s/  James T. Austin
    ------------------------------------
    James T. Austin
    Vice President, Leasing                     --------------------------
                                                Witness to the signature of
                                                Tenant if not incorporated




<PAGE>   16
                        AMENDED AND RESTATED OFFICE LEASE

         THIS AMENDED AND RESTATED OFFICE LEASE ("Amended and Restated Lease")
is made on April, 1994, between T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP,
a Minnesota Limited Partnership, by BROOKFIELD DEVELOPMENT INC., its managing
agent ("Landlord") , whose address is 725 Northstar East, 608 Second Avenue
South, Minneapolis, MN. 55402, and PHYNQUE, INC., a Minnesota corporation
("Tenant"), whose address is 370 Northstar East, 608 Second Avenue South,
Minneapolis, MN. 55402.

         WITNESSETH THAT:

         WHEREAS, Landlord and Tenant entered into a Lease dated February 22,
1990 ("the Initial Lease"), a copy of which is attached hereto as Exhibit C, for
the premises commonly known as Suite 370 of the Northstar East ("Building"),
Minneapolis, Minnesota ("Premises");

         WHEREAS, Landlord and Tenant amended the Initial Lease by First
Amendment of Office Lease dated November 6, 1990, pursuant to which the Premises
was expanded; certain adjustments to Annual Rent and Occupancy Costs were made;
and Landlord agreed to reimburse Tenant for certain tenant improvement costs;

         WHEREAS, Landlord and Tenant further amended the Initial Lease by
Second Amendment of Office Lease dated January 14, 1991, pursuant to which the
calculation of Occupancy Costs was clarified; Landlord agreed to reimburse
Tenant for costs and expenses for improvements to the Premises; Additional Rent
was increased for reimbursement for such improvements; and certain lease
provisions were limited to certain areas of the Premises;

         WHEREAS, Landlord and Tenant further amended the Initial lease by Third
Amendment of Office Lease dated November 4, 1991, pursuant to which the Premises
was expanded further; certain adjustments to Annual Rent Occupancy Costs were
made; and Landlord agreed to reimburse Tenant for certain tenant improvement
costs;

         WHEREAS, Landlord and Tenant further amended the Initial Lease by
Fourth Amendment of Office Lease dated February 19, 1992, pursuant to which the
Premises was expanded further and certain adjustments to Annual Rent and
Occupancy Costs were made;

         WHEREAS, Landlord and Tenant further amended the Initial Lease BY Fifth
Amendment of Office Lease dated December 4, 1992, pursuant to which the Premises
were reduced on the Third floor of the Building and expanded on the Tenth Floor
of the Building;




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<PAGE>   17
adjustments to Annual Rent and Occupancy Costs were made; Landlord agreed to a
leasehold improvement allowance and an early termination option for the expanded
area of the Premises; and Landlord agreed to certain terms regarding an asbestos
abatement program for the Building;

         WHEREAS, Landlord and Tenant further amended the Initial Lease by Sixth
Amendment of office Lease dated January 13, 1993 pursuant to which the Premises
were reduced on a certain portion of the Tenth floor of the Building and
expanded on a different portion of the Tenth floor of the Building; adjustments
to Annual Rent and Occupancy Costs were made; Landlord agreed to a leasehold
improvement allowance and an early termination option for the expanded area of
the Premises; and Landlord agreed to certain terms regarding an asbestos
abatement program for the Building;

         WHEREAS, Landlord and Tenant agree that the terms and conditions of the
First, Second Third, Fourth, Fifth and Sixth Amendments (together, hereinafter
referred to together as the "Amendments") have been fully performed by both
parties;

         WHEREAS, Landlord and Tenant intend to restate the Initial Lease and
Amendments (the Initial Lease and Amendments are hereinafter referred to
together as the "Lease") by incorporating the terms of the Initial Lease and the
foregoing recitals into this Agreement without need for further reference to the
Amendments; and

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

         NOW, THEREFORE, in consideration of the Premises, the mutual covenants
herein contained and other good and valuable consideration, Landlord and Tenant
hereby agree that the Lease is hereby restated, amended and supplemented as
follows:

1.0      Definitions

         1.1.     Except as specifically defined herein, all captioned terms
                  shall have the meanings given them in the Lease.

         1.2.     In this Amended and Restated Lease:

                  (a)  "Premises", including the Sixth Expansion Space, as
                       defined below, means approximately 31,227 rentable square
                       feet as further described in Article 17.00 below and as
                       generally shown on the attached Exhibit A.

                  (b)  "Sixth Expansion Space" means approximately 6,290
                       rentable square feet, located on the tenth floor of the
                       Building as shown by crosshatching on Exhibit B hereto.



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<PAGE>   18

                  (c)  "Sixth Expansion Space Delivery Date" means five (5) days
                       after the execution of this Amended and Restated Lease by
                       both Landlord and Tenant.

                  (d)  "Sixth Expansion Space Commencement Date" means the
                       earlier of (i) the date Tenant occupies all or any part
                       of the Sixth Expansion Space for the regular conduct of
                       its business, or (ii) October 1, 1994.

                  (e)  "Sixth Expansion Space Improvement Allowance" means an
                       amount equal to $220,150.00.

                  (f)  "Sixth Expansion Space Additional Improvement Allowance"
                       means an amount equal to $18,870.00.

                  (g)  "Additional Costs" shall be as defined pursuant to
                       Section 3.12 of this Amended and Restated Lease.

                  (h)  "Seventh Expansion option" shall be as defined pursuant
                       to Section 4.1 of this Amended and Restated Lease.

                  (i)  "Seventh Expansion Option Space" means approximately
                       5,037 rentable square feet, located on the tenth floor of
                       the Building as shown by crosshatching on Exhibit D
                       hereto.

                  (j)  "Seventh Expansion Option Space Delivery Date" means a
                       date occurring no later than one hundred and eighty (180)
                       days after receipt of Seventh Expansion Option Space
                       Notice from Tenant.

                  (k)  "Seventh Expansion Option Space Commencement Date" means
                       the earlier of (i) the date Tenant occupies all or any
                       part of the Seventh Expansion option Space for the
                       regular conduct of its business, or (ii) a date ninety
                       (90) days after the Seventh Expansion Option Space
                       Delivery Date.

                  (l)  "Seventh Expansion Option Space Improvement Allowance"
                       means a present value amount when amortized with interest
                       at a rate of 7% per annum on a monthly basis during the
                       period from the Seventh Expansion Space Commencement Date
                       through September 30, 1999, equals an annualized total of
                       $4.00 per rentable square foot. For example, if at the
                       time of the Seventh Expansion Option Space Commencement
                       Date there remains thirty-three (33) months in the Term,
                       then the Seventh Expansion Option Space Improvement
                       Allowance shall be $10.04 per rentable square foot
                       calculated as follows: a monthly payment of $.3333 ($4.00
                       divided by 12) times




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<PAGE>   19

                       the remaining 33 months in the Term with an annualized
                       interest rate equal to 7%.

                  (m)  "Eighth Expansion option" shall be as defined pursuant to
                       Section 5.1 of this Amended and Restated Lease.

                  (n)  "Eighth Expansion Option Space" means approximately 6,
                       000 useable square feet, located on the tenth floor of
                       the Building as shown by crosshatching on Exhibit E
                       hereto; or, in the event such space is not available,
                       Eighth Expansion Option Space shall be defined as an area
                       of not less than 3,000 useable square feet located on the
                       eleventh floor of the Building as shown by crosshatching
                       on Exhibit E(l) hereto. Within thirty (30) days after
                       receipt of Tenant's Eighth Expansion Option Space Notice,
                       Landlord shall provide notice to Tenant of the location
                       available for Tenant's occupancy.

                  (o)  "Eighth Expansion Option Space Delivery Date" means a
                       date occurring no later than July 1, 1999.

                  (p)  "Eighth Expansion option space Commencement Date" means
                       the earlier of (i) the date Tenant occupies all or any
                       part of the Eighth Expansion option Space for the regular
                       conduct of its business, or (ii) October 1, 1999.

                  (q)  "First Offer Space All shall mean that certain space
                       located on the tenth (10th) floor of the Building as is
                       shown crosshatched on Exhibit F.

                  (r)  "First Offer Space B11 shall mean that certain space
                       located on the eleventh (11th) floor of the Building as
                       is shown crosshatched on Exhibit G.

                  (s)  "Contraction Right" shall be as defined pursuant to
                       Section 10.1 of this Amended and Restated Lease.

                  (t)  "Released Space" shall be as defined pursuant to Section
                       10.1 of this Amended and Restated Lease.

2.0      Replacement Definitions.

         2.1.   Exhibit B, Sections 1.01 (d), (h) and (j) are deleted in their
                entirety and the following Sections (d), (h), (j), (m), (n),
                (o), (p), (q), (r), (s) and (t) are substituted therefor:

                (d) "Building" means the three buildings known collectively as
                Northstar Center (which consist of




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<PAGE>   20

                Northstar, Northstar East and Northstar West), bordered by
                Second Avenue South, Marquette Avenue South and South Seventh
                Street, in Minneapolis, Hennepin county, Minnesota; the land
                (whether leased or owned) on which the buildings are located;
                the bridges and tunnels connecting the Buildings with other
                buildings; and any additional real property located proximate to
                the Building that may be operated by Landlord from time to time
                in conjunction with the Building. The Building does not include
                the hotel or parking ramp adjacent to the Building, or any
                portions of the Building that may be conveyed separately from
                the Building by Landlord from time to time.

                (h) "Common Areas" means certain interior and exterior common
                and public areas located at the Building and in the Building as
                may be designed by Landlord for the nonexclusive use in common
                by Tenant, Landlord and other tenants, and their employees,
                guests, customers, agents and invitees. Common Areas include the
                underground tunnels and elevated bridges over public streets
                connecting the Buildings with other buildings; provided,
                however, that Landlord and the owners of such other building
                will have the right in their sole discretion to adopt rules and
                regulations relating to bridge and tunnel use.

                (j) "Expenses" means the aggregate of any and all costs (other
                than those expressly excluded below) incurred or accrued during
                each Fiscal Year according to generally accepted accounting
                principles for operating, managing, administering, equipping,
                securing, protecting, insuring, heating, cooling, ventilating,
                maintaining, decorating, inspecting, and providing water, sewer
                and other energy and utilities to, the Office Complex;
                management fees in an amount equal to 5% of Landlord's total
                revenue from the Building (provided that if Landlord elects to
                discontinue the services of a managing agent, Expenses will
                include, instead of management fees, administrative fees
                calculated in the same manner as management fees were
                calculated) ; fees and expenses (including reasonable attorney's
                fees) incurred in contesting the validity of any Laws that would
                cause an increase in Expenses; depreciation on personal property
                and moveable equipment which is or should be capitalized on
                Landlord's books, provided such is for a depreciation period
                recognized by generally acceptable accounting principles;
                occupancy costs associated with the Building management off ice,
                consisting of Base Rent costs plus the proportionate share of
                Expenses and Taxes attributable to such office; Capital Expenses
                made by reason of insurance requirements; and costs (whether
                capital or not) that are



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<PAGE>   21

                incurred in order to conform to changes subsequent to the date
                of the Lease in any Laws, or that are made by reason of
                insurance requirements, or that are intended to reduce Expenses
                or the rate of increase in Expenses (such costs will be charges
                to Expenses in annual installments over the useful life of the
                items for which such costs are incurred as recognized by
                generally acceptable accounting principles (in the case of items
                required by changes in Laws or insurance requirements), or over
                the period Landlord reasonably estimates (using generally
                acceptable accounting principles) that it will take for the
                savings in Expenses achieved by such items to equal their cost
                (in the case of items intended to reduce Expenses or their rate
                of increase) ; and in either case, with interest on the
                unamortized balance for each Fiscal Year, such costs are charged
                to Expenses, at an interest rate of 1% in excess of the average
                Prime Rate charged by Norwest Bank Minnesota, N.A., in effect
                during such Fiscal Year. Expenses will not include (1) mortgage
                principal or interest; (2) ground lease payments; (3) leasing
                commissions; (4) costs of advertising space for lease in the
                Building; (5) costs for which Landlord is reimbursed by
                insurance proceeds or from tenant of the Office Premises (other
                than such tenants' regular contributions to Expenses); (6) any
                depreciation, amortization or interest on capital expenditures
                (except as expressly provided above) ; (7) legal fees incurred
                for negotiating leases or collecting rents; (8) costs directly
                and solely related to the maintenance and operation of the
                entity that constitutes the Landlord, such as accounting fees
                incurred solely for the purpose of reporting Landlord's
                financial condition; (9) costs of operating, repairing or
                maintaining the parking facilities serving the Office Premises
                of the Project; (10) improvements, additions or alterations to
                the Project except as otherwise provided in the Lease; and (11)
                major structural repairs to the Project. For each Fiscal Year
                during the Term, the amount by which those Expenses that vary
                with occupancy (such as cleaning costs) would have increased had
                the Office Premises been 100% occupied and operational and had
                all standard services been provided to all tenants will be
                included in Expenses for such Fiscal Year.

                (m) "Office Premises" means the portion of the Building
                designated by Landlord from time to time as rentable office
                premises and a reasonable and proportionate allocation of the
                Land on which it is located.

                (n) "Office Common Areas" means that portion of the Common Areas
                designated from time to time by Landlord of the benefit of the
                Office Premises and a reasonable and





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<PAGE>   22


                proportionate allocation of the Land on which it is located.

                (o) "Office Complex" means the aggregate of the office Premises
                and the Office Common Area.

                (p) "Taxes" means the amount accrued during each Fiscal Year
                according to generally accepted accounting principles for that
                portion of the following items that is allocable to the Office
                Complex; all ad valorem real and personal property taxes and
                assessments, special or otherwise, levied upon, or with respect
                to, the office Complex, the personal property used in operating
                the Office Complex, and the rents and additional charges payable
                by tenant of the office Complex, and imposed by any taxing
                authority having jurisdiction; all taxes, levies and charges
                which may be assessed, levied or imposed in replacement of, or
                in addition to, all or any part of ad valorem real or personal
                property taxes or assessments as revenue sources (which
                assessments shall be paid over the longest period provided by
                law), and which in whole or in part are measured or calculated
                by or based upon the Office Complex, the leasehold estate of
                Landlord or the tenants of the Office Complex, or the rents and
                other charges payable by such tenants; capital and place-of
                -business taxes, and other similar taxes assessed relating to
                the office Complex; and any reasonable expenses incurred by
                Landlord in attempting to reduce or avoid an increase in Taxes,
                including, without limitation, reasonable legal fees and costs.
                Taxes will not include any net income taxes of Landlord. Tenant
                acknowledges that Taxes may increase during the Term.

                (q) "Retail Common Areas" means the portion of the Common Areas
                designated from time to time by Landlord for the benefit of the
                Retail Premises.

                (r) "Retail Complex" means the aggregate of the Retail Premises
                and the Retail Common Areas as each is designated by Landlord
                from time to time.

                (s) "Retail Premises" means that portion of the Building
                designated by Landlord from time to time as rentable retail and
                service premises.

                (t) "Laws" means any and all present or future federal, state or
                local laws, statutes, ordinances, rules, regulations or orders
                of any and all governmental or quasi-governmental authorities
                having jurisdiction."

        2.2.    Exhibit B Sections 2.02 through 2.04 are deleted in their
                entirety and the following Sections substituted:




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<PAGE>   23

                  2.02     Occupancy Costs. Tenant agrees to pay Landlord, as
                           Occupancy Costs, in the manner provided in Section
                           4.06 of the Lease for each Fiscal Year, Tenant's
                           Share (as defined below) of Expenses and Taxes for
                           such Fiscal Year.

                  2.03     Tenant's Share. Tenant's Share shall be deemed to be
                           .04838 (4.838%) of all Expenses and Taxes of the
                           Office Complex, subject to equitable adjustment for
                           contraction and expansion of the Premises pursuant to
                           this Amended and Restated Lease.

                  2.04     Square Feet in the Office Complex. Total square
                           footage for the office complex is deemed to be
                           645,460 rentable square feet subject to equitable
                           adjustment as otherwise provided in the Lease.

3.0      Addition of Sixth Expansion Space.

         3.1.     Landlord hereby demises and leases to Tenant the Sixth
                  Expansion Space, and Tenant hereby leases and accepts from
                  Landlord the Sixth Expansion Space to have and to hold, on and
                  subject to the terms and conditions of the Lease, except as
                  provided in this Amended and Restated Lease.

         3.2.     The Sixth Expansion Space shall be added to the Premises for
                  all purposes under the Lease as of the Sixth Expansion Space
                  Delivery Date, except that Tenant's obligation to pay Annual
                  Rent shall commence on the Sixth Expansion Space Commencement
                  Date.

         3.3.     The term for the lease of the Sixth Expansion Space shall
                  commence on the Sixth Expansion Space Delivery Date, and shall
                  end on the same day the Lease terminates.

         3.4.     Subject to Section 3.5 of this Amended and Restated Lease,
                  Annual Rent for the Sixth Expansion Space shall be equal to:

                  (a)  $5.50 multiplied by the number of rentable square feet in
                       the Sixth Expansion Space for each twelve month period,
                       commencing on the Sixth Expansion Space Commencement
                       Date, and ending September 30, 1999.

         3.5.     Provided Tenant is not in default under the terms of the
                  Lease, no Annual Rent on the Sixth Expansion Space shall be
                  due and payable during the interval between the Sixth
                  Expansion Space Delivery Date and the Sixth Expansion Space
                  Commencement Date.



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<PAGE>   24

         3.6.     Tenant shall pay Annual Rent to Landlord in advance in equal
                  monthly payments at the times and manner as rental payments
                  are required by the Lease.

         3.7.     Renewals -- The Sixth Expansion Space shall be subject to the
                  same rights of renewal (if any) as are contained in the Lease,
                  and any renewal of the Lease in accordance therewith shall be
                  deemed a renewal of the Sixth Expansion Space.

         3.8.     Default -- Any remedy exercised by Landlord arising from a
                  default by Tenant under the Lease shall apply to the Sixth
                  Expansion Space, and any default by Tenant of any term or
                  condition contained in this Amended and Restated Lease shall
                  be deemed to be a default under the Lease.

         3.9.     Termination -- If the Lease terminates for any reason
                  whatsoever, Tenant's right to occupy the Sixth Expansion Space
                  shall terminate on the same date.

         3.10.    Occupancy Costs -- Tenant shall pay as additional rent
                  Occupancy Costs and Other Charges relating to the Sixth
                  Expansion Space at the times and manner as other Occupancy
                  Costs and Other Charges required by the Lease.

         3.11.    Condition of Sixth Expansion Space -- Taking possession of all
                  or any portion of the Sixth Expansion Space shall be
                  conclusive evidence as against Tenant that the Sixth Expansion
                  Space is in satisfactory condition on the date of taking
                  possession, except for minor punchlist items which Landlord
                  agrees to complete in a timely fashion. Except for Tenant's
                  Work, Landlord shall, at its expense, supply the Sixth
                  Expansion Space improved and finished to the extent described
                  below which work shall be deemed "Landlord's Work":

                  (i)   Remove all below ceiling improvements with demising
                        walls taped and sanded to receive finishes;

                  (ii)  Floor prepared to receive building standard carpet;

                  (iii) Repair existing ceiling grid as necessary;

                  (iv)  Building standard HVAC providing a constant air volume
                        through two central air conditioning units distributed
                        by four perimeter air conditioning units per floor that
                        supply 1.25 cfm/sf, and ceiling mounted diffusers to be
                        distributed to Tenant's plans that satisfy current fresh
                        air exchange standards as specified in ASHRAE 62-89;

                  (v)   Install sprinklers to Tenant's plans;


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<PAGE>   25

                  (vi) Provide new Building standard ceiling tile, specified as
                       USG 708, stacked on the floor ready for Tenant's
                       installation and a sufficient quantity of 21 x 21
                       fluorescent parabolic U-tube light fixtures (similar to
                       the existing 21x 21 fluorescent parabolic U-tube
                       fixtures) which, together with the existing 21x 21
                       fluorescent parabolic U-tube light fixtures, will equal a
                       ratio of one fixture per 50 rentable square feet; and

                  Subject to the terms and conditions of Section 3.12 below,
                  Tenant shall be responsible and pay for any work which is not
                  designated "Landlord's Work" but which is desired by Tenant
                  for occupancy hereinafter (hereinafter "Tenant's Work").
                  Tenant and Landlord agree that Landlord will perform Tenant's
                  Work, and the cost of Tenant's Work shall be reimbursed
                  pursuant to Section 3.13 below, in accordance with the plans
                  and specifications approved by both Landlord and Tenant, which
                  plans and specifications are dated April 12, 1994 and numbered
                  3893 and are attached hereto as Exhibit H ("Plans and
                  Specifications"). Landlord and Tenant mutually appoint KM
                  Builders (11KM11) as the general contractor to perform
                  Tenant's Work, provided KM agrees that it shall -
                  competitively bid all subcontracts in excess of Five Thousand
                  and no/100 Dollars ($5,000) necessary to complete Tenant's
                  Work (obtaining bids from a minimum of no less than three (3)
                  subcontractors) in order to establish a fair and reasonable
                  cost for construction. KM shall provide Tenant a copy of all
                  subcontract bids, and Tenant's consent shall be required for
                  the selection of said subcontractors; provided, however, such
                  consent shall not be unreasonably withheld. Upon completion of
                  Tenant's Work, and the disbursement of the Sixth Expansion
                  Space Tenant Allowance, Landlord and KM shall provide Tenant a
                  copy of the documents otherwise required in Section 4.12
                  below. Upon completion of Tenant's Work, Tenant shall prepare
                  a punch list of items which are defective or improperly
                  installed and Landlord shall diligently proceed to repair or
                  replace such punch list items. Tenant shall have the right to
                  prepare a second punch list within thirty (30) days after the
                  Sixth Expansion Space Commencement Date of items which are
                  defective or improperly installed and Landlord shall
                  diligently proceed to repair or replace such punch list items.

         3.12.    Sixth Expansion Space Improvement Allowance -- Subject to
                  compliance with the terms and conditions of the Lease,
                  Landlord shall contribute a credit against the cost of
                  construction and completion of Tenant's Work in an amount
                  equal to the Sixth Expansion Space Improvement Allowance.



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<PAGE>   26



                  In the event the actual costs and expenses of constructing the
                  Sixth Expansion Space exceed the Sixth Expansion Space
                  Improvement Allowance ("Additional Costs"), and except as
                  otherwise herein provided, Tenant shall escrow the Additional
                  Costs necessary to satisfy the construction contract plus the
                  costs of any change order requested by Tenant. Should Tenant
                  not have fully expended the Sixth Expansion Space Improvement
                  Allowance upon completion of construction of the Premises,
                  Landlord shall credit such difference to Tenant's payment of
                  Annual Rent due and owing Landlord for the period commencing
                  October 1, 1994. Notwithstanding anything contained herein to
                  the contrary, should Landlord perform any of Tenant's Work
                  other than the improvements shown on Tenant's Plans and
                  Specifications for the Sixth Expansion Space; or if Tenant
                  requests or provides Landlord written consent and Landlord
                  performs other work or supplies materials or equipment on
                  behalf of Tenant, then Tenant shall pay Landlord the direct
                  cost thereof plus, in the event Landlord is not the general
                  contractor, a coordination fee equal to two percent (2%) of
                  such costs. Except as otherwise provided in this Section,
                  Tenant shall not be required to pay Landlord a coordination
                  fee for the initial construction of improvements to the Sixth
                  Expansion Space.

         3.13.    Sixth Expansion Space Additional Improvement Allowance --
                  Provided there exists no material default (beyond any
                  applicable grace period) under the terms of the Lease,
                  Landlord shall pay to Tenant the Sixth Expansion Space
                  Additional Improvement Allowance. The Sixth Expansion Space
                  Additional Improvement Allowance shall be used to defer
                  Tenant's costs and expenses for design, architectural and
                  engineering fees incurred for construction of the Sixth
                  Expansion Space. Within thirty (30) days after request from
                  Tenant, Landlord shall pay to Tenant the Sixth Expansion Space
                  Additional Improvement Allowance provided Tenant has submitted
                  to Landlord, paid invoices totaling the amount requested by
                  Tenant. In the event that Tenant's expenditures for such
                  design, architectural and engineering fees to the Sixth
                  Expansion Space are more than the Sixth Expansion Space
                  Additional Improvement Allowance, such additional costs shall
                  be the sole responsibility of Tenant. In the event that
                  Tenant's expenditures for such design, architectural and
                  engineering fees to the Sixth Expansion Space are less than
                  the Sixth Expansion Space Improvement Allowance, Landlord
                  shall credit such difference to Tenant's payment of Annual
                  Rent due and owing Landlord for the period commencing October
                  1, 1994. In the event Landlord fails to pay Tenant all or any
                  portion of the Sixth Expansion Space Additional Improvement
                  Allowance as




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<PAGE>   27

                  required by this Section, Tenant shall have the right to
                  offset such amount against the Annual Rent next due and owing
                  Landlord.

4.0      New Expansion Option -- Seventh Expansion Option Space

         4.1.     Tenant shall have an option ("Seventh Expansion option") to
                  add to the Premises the Seventh Expansion option Space. The
                  Seventh Expansion Option shall be exercised, if at all, upon
                  no less than six (6) months prior written notice from Tenant
                  to Landlord given not earlier than March 1, 1995 nor later
                  than October 1, 1996 (such notice is hereinafter referred to
                  as the Seventh Expansion Option Space Notice").

         4.2.     If Tenant gives Landlord the Seventh Expansion Option Space
                  Notice, the Seventh Expansion Option Space shall be added to
                  the Premises as of the Seventh Expansion Option Space Delivery
                  Date. Landlord agrees to provide no less than thirty (30) days
                  prior written notice to Tenant as to when such Seventh
                  Expansion Option Space Delivery Date will occur. The Seventh
                  Expansion Option Space shall be added to the Premises for all
                  purposes under the Lease as of the Seventh Expansion Option
                  Space Delivery Date, except that Tenant's obligation to pay
                  Annual Rent shall commence on the Seventh Expansion Option
                  Space Commencement Date.

         4.3.     The term for the lease of the Seventh Expansion option Space
                  shall commence on the Seventh Expansion Option Space Delivery
                  Date, and shall end on the same day the Lease terminates.

         4.4.     Subject to the provisions of paragraph 4.5 of this Amended and
                  Restated Lease, Annual Rent for the Seventh Expansion Space
                  shall be equal to:

                  (a)  $5.50 multiplied by the number of rentable square feet in
                       the Seventh Expansion Option Space for each twelve month
                       period commencing on the Seventh Expansion Space
                       Commencement Date, and ending September 30, 1999.

         4.5.     Provided Tenant is not in default under the terms of the
                  Lease, no Annual Rent on the Seventh Expansion option Space
                  shall be due and payable during the interval between the
                  Seventh Expansion Option Space Delivery Date and the Seventh
                  Expansion Option Space Commencement Date.

         4.6.     Tenant shall pay Annual Rent to Landlord in advance in equal
                  monthly payments at the times and manner as rental payments
                  are required by the Lease.



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<PAGE>   28
         4.7.     Renewals -- The Seventh Expansion Option Space shall be
                  subject to the same rights of renewal (if any) contained in
                  the Lease, and any renewal of the Lease in accordance
                  therewith shall be deemed a renewal of Seventh Expansion
                  Option Space.

         4.8.     Default -- Any remedy exercised by Landlord arising from a
                  default by Tenant under the Lease shall apply to the Seventh
                  Expansion Option Space, and any default by Tenant of any term
                  and condition contained in this Amended and Restated Lease
                  shall be deemed to be a default under the Lease.

         4.9.     Termination -- If the Lease terminates for any reason
                  whatsoever, Tenant's right to occupy the Seventh Expansion
                  Option Space shall terminate on the same date.

         4.10.    Occupancy Costs -- Tenant shall pay as additional rent
                  Occupancy Costs and Other Charges relating to the Seventh
                  Expansion Option Space at the times as other Occupancy Costs
                  and Other Charges are required by the Lease.

         4.11.    Condition of Seventh Expansion Option Space -- Subject to
                  Section 4.12, Tenant shall take the Seventh Expansion Option
                  Space in "as-is" condition, and no Landlord's Work shall be
                  required in respect thereto. Tenant may, at any time after the
                  Seventh Expansion option Space Delivery Date, at its sole cost
                  and expense construct improvements to the Seventh Expansion
                  Option Space pursuant to plans approved by Landlord, subject
                  to all applicable provisions of the Lease.

         4.12.    Seventh Expansion Option Space Improvement Allowance --
                  Subject to compliance with the terms and conditions of this
                  Section, Landlord shall pay to Tenant the Seventh Expansion
                  Option Space Allowance for construction and completion of
                  Tenant's Work. Upon final completion of all of Tenant's Work,
                  Tenant shall submit to Landlord (a) a copy of the final
                  unqualified certificate of occupancy for the Seventh Expansion
                  option space (b) a sworn affidavit from Tenant reasonably
                  acceptable to Landlord stating (i) in reasonable detail the
                  actual direct costs paid by Tenant for construction and
                  completion of Tenant's work, (ii) the names and addresses of
                  all designers, contractors, subcontractors or suppliers in
                  respect of Tenant's Work and (iii) that all of the person
                  identified in clause (b)(ii) have been paid in full, and (c)
                  full mechanic's lien waivers from each person identified in
                  clause (b)(ii). Within thirty (30) days after receipt of all
                  such items, Landlord shall pay the Seventh Expansion Option
                  Space Improvement Allowance to Tenant. In the event Landlord
                  fails to pay Tenant all or




                                       13
<PAGE>   29
                  any portion of the Seventh Expansion Space Additional
                  Improvement Allowance as required by this Section, Tenant
                  shall have the right to offset such amount against the Annual
                  Rent next due and owing Landlord.

5.0      New Expansion Option - Eighth Expansion Option Space

         5.1.     Provided Tenant has exercised its Seventh Expansion option
                  pursuant to Section 4.0, and Option to Extend pursuant to
                  Section 6.0, Tenant shall have an option ("Eighth Expansion
                  Option") to add to the Premises the Eighth Expansion Option
                  Space. The Eighth Expansion option shall be exercised, if at
                  all, by written notice from Tenant to Landlord given not later
                  than October 1, 1998 (such notice is hereinafter referred to
                  as the Eighth Expansion option Space Notice").

         5.2.     If Tenant gives Landlord the Eighth Expansion option Space
                  Notice, the Eighth Expansion Option Space shall be added to
                  the Premises as of the Eighth Expansion option Space Delivery
                  Date. The Eighth Expansion Option Space shall be added to the
                  Premises for all purposes under the Lease as of the Eighth
                  Expansion option Space Delivery Date, except that Tenant's
                  obligation to pay Annual Rent shall commence on the Eighth
                  Expansion Option Space Commencement Date.

         5.3.     The term for the lease of the Eighth Expansion option Space
                  shall commence on the Eighth Expansion Option Space Delivery
                  Date, and shall end on the same day the Lease terminates.

         5.4.     Subject to the provisions of paragraph 5.5 of this Amended and
                  Restated Lease, Annual Rent for the Eighth Expansion Space
                  shall be equal to Market Rent as determined pursuant to
                  Section 7.0 below.

         5.5.     Provided Tenant is not in default under the terms of the
                  Lease, no Annual Rent on the Eighth Expansion option Space
                  shall be due and payable during the interval between the
                  Eighth Expansion Option Space Delivery Date and the Eighth
                  Expansion Option Space Commencement Date.

         5.6.     Tenant shall pay Annual Rent to Landlord in advance in equal
                  monthly payments at the times and manner as rental payments
                  are required by the Lease.

         5.7.     Renewals -- The Eighth Expansion Option Space shall be subject
                  to the same rights of renewal (if any) as are contained in the
                  Lease, and any renewal of the Lease in accordance therewith
                  shall be deemed a renewal of Eighth Expansion Option Space.


                                       14
<PAGE>   30

         5.8.     Default -- Any remedy exercised by Landlord arising from a
                  default by Tenant under the Lease shall apply to the Eighth
                  Expansion option Space, and any default by Tenant of any term
                  and condition contained in this Amended and Restated Lease
                  shall be deemed to be a default under the Lease.

         5.9.     Termination -- If the Lease terminates for any reason
                  whatsoever, Tenant's right to occupy the Eighth Expansion
                  Option Space shall terminate on the same date.

         5.10.    Occupancy Costs -- Tenant shall pay as additional rent
                  Occupancy Costs and other Charges relating to the Eighth
                  Expansion Option Space at the times and manner as other
                  Occupancy Costs and Other Charges required by the Lease.

         5.11.    Condition of Eighth Expansion Option Space -- Tenant shall
                  take the Eighth Expansion Option Space in "as-is" condition,
                  and no Landlord Work shall be required in respect thereto.
                  Tenant may, at any time after the Eighth Expansion Option
                  Space Delivery Date, at its sole cost and expense construct
                  improvements to the Eighth Expansion Option Space pursuant to
                  plans approved by Landlord, subject to all applicable
                  provisions of the Lease.

6.0      Tenant's Option to Extend

         6.1.     Landlord hereby grants to Tenant the option to extend the Term
                  upon the terms and conditions set forth in this Section 6.0
                  provided:

                  (a)  Tenant is not in default under this Lease at the time
                       such option is exercised or at the commencement of the
                       extended Term; and

                  (b)  Tenant delivers to Landlord, no later September 30, 1998
                       written notice exercising its option to extend the Term.
                       If Tenant fails to give such notice, Tenant shall have
                       waived its right to extend the Term, and this option to
                       extend the Term shall thereupon terminate.

         6.2.     With respect to the extended Term:

                  (a)  Annual Rent shall be equal to Market Rent as determined
                       pursuant to Section 7.0 below, provided however, in the
                       event Tenant's Premises equal or exceed 25,000 rentable
                       square feet at the commencement of the extended Term,
                       Annual Rent shall equal to ninety percent (90%) of such
                       Market Rent.


                                       15
<PAGE>   31
                  (b)  The extended Term shall be five (5) years, commencing
                       upon the expiration of the original Term with no further
                       right of renewal;

                  (c)  the other terms and conditions of the renewal lease shall
                       be as set out in this Lease.

         6.3.     Documentation -- Landlord and Tenant shall execute and deliver
                  appropriate documentation to evidence extension of the Term
                  and the terms and conditions of the renewal lease.

         6.4.     Non-Severability -- The rights of Tenant under this Section
                  6.0 shall not be severed from this Lease or separately sold,
                  assigned, or otherwise transferred, and shall expire on the
                  expiration or earlier termination of this Lease.

7.0      Market Rent Determination

         7.1.     Market Rent -- "Market Rent" means the market net rental rate
                  for the premises in question with respect to the time period
                  in question, taking into account all pertinent factors
                  including but not limited to the then existing condition of
                  the Premises (i.e. as-is condition) , the market rent for
                  lease renewals versus new leases, the presence or absence of
                  tenant inducements and/or allowances typically provided in the
                  downtown Minneapolis market for comparable office space, the
                  term in question, the size and creditworthiness of tenant, and
                  assuming the Landlord to be a prudent person willing to lease,
                  but being under no compulsion to do so, and assuming the
                  Tenant to be a prudent person willing to lease, but being
                  under no compulsion to do so. Market Rent shall be paid as
                  Annual Rent under this Lease, in addition to all other sums
                  payable as Rent by Tenant under this Lease. Whenever Annual
                  Rent under this Lease is based on Market Rent, Landlord shall
                  initially determine the Market Rent for the area in question
                  and shall thereupon give Tenant notice ("Landlord's Notice")
                  of such determination and of the amount of Annual Rent for the
                  space as to which Market Rent is applicable. Landlord shall
                  provide Tenant its determination of Market Rent within thirty
                  (30) days after Tenant exercises any renewal right or
                  expansion option to which Market Rent is applicable.

         7.2.     Disagreement on Market Rent.

                  (a)  If Tenant does not agree with Landlord's determination of
                       Market Rent, Tenant shall give notice to Landlord of such
                       disagreement



                                       16
<PAGE>   32



                       ("Disagreement Notice") within twenty (20) days
                       ("Disagreement Notice Period") after receipt of
                       Landlord's Notice. If Tenant fails to give a Disagreement
                       Notice for any reason, then Tenant shall be bound by
                       Landlord's determination of Market Rent. If Tenant does
                       provide Landlord with such Disagreement Notice, Tenant
                       shall include in its Disagreement Notice the reasons for
                       such disagreement and Tenant's determination of Market
                       Rent for the Premises using the same factors as described
                       in Section 7.1 above.

                  (b)  If Tenant gives Landlord a Disagreement Notice within the
                       Disagreement Notice Period, each party will choose a
                       person with at least five (5) years experience as a real
                       estate appraiser in the Minneapolis Metropolitan Area who
                       shall be a member in good standing of the American
                       Institute of Real Estate Appraisers (or successor
                       organization or, if no such organization exists, then
                       persons of similar professional qualifications), with the
                       designation M.A.I., and shall have had no business or
                       professional relationship with the party designating that
                       person within the prior two (2) years. Each party will
                       give notice of the name and address of such person to the
                       other within ten (10) days after Tenant delivers the
                       Disagreement Notice. Those two (2) appraisers shall
                       within five (5) days after designation select a third
                       appraiser with the same credentials, who shall not have
                       had any business or professional relationship with either
                       party during the prior three (3) years. The three (3)
                       appraisers (singularly, the "Expert" and collectively,
                       the "Experts") shall make a determination of Market Rent
                       as expeditiously as possible thereafter and in any event
                       within thirty (30) days after the selection of the third
                       Expert. The determination of the Experts shall be made as
                       follows:

                       (i)  Each party shall promptly submit to the Experts all
                            information deemed relevant by that party in the
                            determination by the Experts of Market Rent
                            (including disclosure by Landlord of the three most
                            recent leases for one floor or more executed by
                            Landlord with tenants in the Building), and each
                            Expert will independently determine the Market Rent
                            and then all will meet and contemporaneously
                            disclose to the others their, respective
                            determinations.




                                       17
<PAGE>   33

                      (ii)  If neither the highest nor the lowest determination
                            differs from the middle determination by more than
                            ten percent (10%) of such middle determination, then
                            the Market Rent shall be the average of all three
                            determinations.

                      (iii) If subparagraph (ii) does not apply, then the
                            Market Rent shall be the average of the two
                            determinations closest by dollar amount.

                      (iv)  The Experts shall promptly notify Landlord and
                            Tenant of each of their separate determinations and
                            the resulting Market Rent. In the absence of notice
                            from Tenant rescinding the prior exercise, the
                            determination of Market Rent as set forth above
                            shall be final, binding and conclusive upon Landlord
                            and Tenant and may be confirmed by either party by
                            application to any Court having jurisdiction
                            thereof.

                 (c)   From and after the determination of Market Rent based on
                       this Article 7.0, Tenant shall pay Annual Rent for the
                       applicable space at the Market Rent, and within thirty
                       (30) days after Landlord and Tenant receive notice of
                       such determination of Market Rent, if Tenant has been
                       obligated to pay Annual Rent at the rate designated by
                       Landlord for space that is subject to a Market Rent
                       determination, Tenant shall pay to Landlord the amount of
                       any underpayment, or Landlord shall refund to Tenant the
                       amount of any overpayment (or credit the same to the next
                       Rent payments due, at Landlord's option), as the case may
                       be.

                 (d)   Each party will pay any and all fees and expenses
                       incurred in connection with such party's Expert and the
                       fees and expenses for the third Expert will be borne
                       equally by the parties except that if the annual Rent
                       resulting from any determination under this Article 7.0
                       is equal to or greater than ninety-five percent (95%) of
                       the amount of Annual Rent set forth in Landlord's Notice
                       to



                                       18
<PAGE>   34



                       Tenant, then Tenant shall pay all fees and expenses of
                       all three of the Experts and if the Annual Rent is less
                       than or equal to eighty percent (80%) of the amount of
                       Annual Rent set forth in Landlord's Notice to Tenant,
                       then Landlord shall pay all fees and expenses of all
                       three of the experts.

8.0      Right of First Offer Space A

         8.1.     Right of First Offer. Landlord shall give Tenant written
                  notice of the availability of First offer Space A whenever
                  First Offer Space A first becomes available to Landlord for
                  releasing upon expiration of the existing lease (including any
                  extension thereof agreed to between Landlord and the existing
                  tenant), or the earlier termination thereof, if any, for First
                  offer Space A. The notice shall set out the Annual Rent
                  (Landlord's determination of Market Rent) for that First Offer
                  Space A. Tenant shall have the right to lease the First Offer
                  Space A upon the terms and conditions set out in this Section
                  8.0 if:

                  (a)  Tenant is not in default under this Lease,

                  (b)  the tenant, its assigns or subtenants (if any) in
                       possession of all or part of the First Offer Space A has
                       no desire to remain in possession and enter into a lease
                       with Landlord,

                  (c)  other tenants in the Building with present rights to
                       lease all or part of the First Offer Space A have no
                       desire to enter into a lease with Landlord,

                  (d)  the remaining Term on Tenant's existing Lease for the
                       Premises is for no less than two (2) years at the
                       commencement of the extended Term; and

                  (e)  Tenant delivers to Landlord written notice exercising its
                       right to lease the First Offer Space A within ten (10)
                       days of receipt of Landlord's notice of availability of
                       that First Offer space A; and

                  (f)  in the event Tenant exercises its right to lease the
                       First Offer Space A, then Tenant's Eighth Expansion
                       Option shall be limited to that square footage not
                       otherwise included in the First Offer Space A; provided,
                       however, Tenant shall have, at its election, the right to
                       exercise its Eighth Expansion Option to the entire Eighth
                       Expansion Option Space pursuant to Section 5.0 above at
                       the time Tenant receives Landlord's notice described in
                       subsection 8.1(e) above.


                                       19
<PAGE>   35

If Tenant fails to exercise its right to lease the First Offer Space A, then
Tenant shall have no further right to lease the First Offer Space A under this
Section 8.0 until six (6) months have passed; provided, however, if Landlord
agrees to lease the First offer Space A to any prospective third party tenant at
Market Rent that is equal to or greater than ten percent (10%) less than the
Market Rent offered to Tenant, then Landlord shall be required to re-offer in
writing the First Offer Space A to Tenant, and Tenant shall have an additional
ten (10) days after receipt of such re-offer to either accept or reject the
First Offer Space A upon the same terms and conditions offered to the
prospective third party tenant.

         8.2.     Terms. A lease of space under this Section 8.0 shall contain
                  the following:

                  (a)  Annual Rent shall be determined pursuant to Section 8.1
                       above;

                  (b)  Occupancy Costs shall be determined in accordance with
                       this Lease;

                  (c)  Commencement Date for the lease of First Offer (Space A)
                       shall be the later of the date the First Offer (Space A)
                       becomes available to Landlord for releasing or sixty (60)
                       days after notice from Landlord that the First Offer
                       Space A is available;

                  (d)  Term shall end on the expiration or earlier termination
                       or this Lease, subject to the same option to extend (if
                       any) as this Lease;

                  (e)  Tenant shall take the space in an "as-is" condition with
                       all improvements to be Tenant's responsibility at
                       Tenant's cost;

                  (f)  the other terms and conditions shall be as set out in
                       this Lease.

         8.3.     Documentation. Within fifteen (15) days of receipt from
                  Landlord, Tenant shall execute and deliver to Landlord those
                  instruments Landlord may request to evidence any lease of
                  space under this Section 8.0.

         8.4.     Non-Severability. The rights of Tenant under this Section 8.0
                  shall not be severed from this Lease or separately sold,
                  assigned, or otherwise transferred, and shall expire on the
                  expiration or earlier termination of this Lease.




                                       20
<PAGE>   36


9.0      Right of First Offer Space B

         9.1.     Right of First Offer. Landlord shall give Tenant written
                  notice of the availability of First Offer Space B whenever
                  First offer Space B first becomes available to Landlord for
                  releasing after expiration or earlier termination of the
                  existing lease, if any, for First Offer Space B. The notice
                  shall set out the Annual Rent (Landlord's determination of
                  Market Rent] for that First Offer Space B. Tenant shall have
                  the right to lease the First Offer Space B upon the terms and
                  conditions set out in this section 9.0 if:

                  (a)  Tenant is not in default under this Lease,

                  (b)  the tenant or subtenant in possession of all or part of
                       the First Offer Space B has no desire to remain in
                       possession and enter into a lease with Landlord,

                  (c)  other tenants in the Building with present or future
                       rights to lease all or part of the First Offer Space B
                       have no desire to enter into a lease with Landlord,

                  (d)  the remaining Term on Tenant's existing Lease for the
                       Premises is for no less than two (2) years at the
                       commencement of the extended Term; and

                  (e)  Tenant delivers to Landlord written notice exercising its
                       right to lease the First Offer Space B within ten (10)
                       days of receipt of Landlord's notice of availability of
                       that First offer Space B; and

                  (f)  in the event Tenant exercises its right to lease the
                       First Offer Space B, then Tenant's Eighth Expansion Space
                       shall be limited as described in subsection 8.1(f) above;
                       provided, however, Tenant shall have the right to
                       exercise its Eighth Expansion Option, as described in
                       such subsection, at such time as Tenant receives
                       Landlord's notice described in subsection 9.1(e) above.

                  If Tenant fails to exercise its right to lease the First Offer
                  Space B, then Tenant shall have no further right to lease the
                  First Offer Space B under this Section 9.0 until six (6)
                  months have passed; provided, however, if Landlord agrees to
                  lease the First Offer Space B to any prospective third party
                  tenant at Market Rent that is equal to or greater than ten
                  percent (10%) less than the Market Rent offered to Tenant,
                  then Landlord shall be



                                       21
<PAGE>   37



                  required to re-offer in writing the First Offer Space B to
                  Tenant, and Tenant shall have an additional ten (10) days
                  after receipt of such re-offer to either accept or reject the
                  First Offer Space B upon the same terms and conditions offered
                  to the prospective third party tenant.

         9.2.     Terms. A lease of space under this Section 9. 0 shall contain
                  the following:

                  (a)  Annual Rent shall be determined pursuant to Section 9.01
                       of this Amended and Restated Lease;

                  (b)  Occupancy Costs shall be determined in accordance with
                       this Lease;

                  (c)  Commencement Date for the lease of First Offer Space B
                       shall be the later of the date the First Offer Space B
                       becomes available to Landlord for releasing or sixty (60)
                       days after notice from Landlord that the First Offer
                       Space B is available;

                  (d)  Term shall end on the expiration or earlier termination
                       or this Lease, subject to the same option to extend (if
                       any) as this Lease;

                  (e)  Tenant shall take the space in an "as-is" condition with
                       all improvements to be Tenant's responsibility at
                       Tenant's cost;

                  (f)  the other terms and conditions shall be as set out in
                       this Lease.

         9.3.     Documentation. Within fifteen (15) days of receipt from
                  Landlord, Tenant shall execute and deliver to Landlord those
                  instruments Landlord may request to evidence any lease of
                  space under this Section 9.0.

         9.4.     Non-Severability. The rights of Tenant under this Section 9.0
                  shall not be severed from this Lease or separately sold,
                  assigned, or otherwise transferred, and shall expire on the
                  expiration or earlier termination of this Lease.

10.0     Tenant's Contraction Right

         10.1.    Tenant shall have the right but not the obligation to reduce
                  the Premises ("Contraction Right"), by an amount not to exceed
                  20,000 rentable square feet ("Released Space") as of September
                  30, 1997 (the "Contraction Date"), on the following terms and
                  conditions:


                                       22
<PAGE>   38

                  (a)  Tenant provides Landlord with written notice on or before
                       September 30, 1996, of its election to exercise its
                       Contraction Right. Such notice shall describe the amount
                       and location of the Released Space. If Tenant fails to
                       give such notice, then Tenant shall have waived its
                       Contraction Right and this Contraction Right shall
                       thereupon terminate; and

                  (b)  Tenant is not in default under the Lease either at the
                       time of the notice or on the Contraction Date; and

                  (c)  Tenant shall have the obligations as set forth in Article
                       12.00 of the Lease in connection with the Released Space
                       as if there had been a termination under the Lease; and

                  (d)  Any Released Space shall be located on a single floor, be
                       in a regular configuration and have reasonable and legal
                       access to the core facilities, services and systems of
                       the Building so that Landlord shall have the ability to
                       market and lease the release Space to any prospective
                       tenant. Within ten (10) days after receipt of an invoice
                       from Landlord, Tenant shall pay for all reasonable
                       construction costs associated with returning the Released
                       Space to a marketable configuration including the cost to
                       construct demising walls (taped and sanded) and
                       separation of electricity; and

                  (e)  The Released Space shall be an area of not greater than
                       20,000, nor less than 5,000 rentable square feet;
                       provided, however, the total amount of Released Space
                       shall be evenly divisible by a factor of 5,000; and

                  (f)  On the Contraction Date, Tenant shall pay Landlord the
                       unamortized cost of tenant inducements on the Released
                       Space for the remaining thirty three months of the Term,
                       including interest at a rate of 9%, which shall equal the
                       unamortized cost of improvements to the 31,227 rentable
                       square feet contained in the initial Premises blended
                       with the unamortized cost of improvements to the Seventh
                       Expansion Option Space, if any. Landlord and Tenant
                       stipulate that (x) the cost of improvements to the
                       initial Premises was $449,701; and as of the Contraction
                       Date, the unamortized cost for such improvements equals
                       approximately $202,815 or $6.49 per rentable square foot,
                       and (y) the cost of




                                       23
<PAGE>   39

                       improvements for the 5,037 rentable square feet contained
                       in the Seventh Expansion Option Space shall equal the
                       amount described in subsection 1.2(l) above; and as of
                       the Contraction Date, the unamortized cost for such
                       improvements equals approximately $7.49 per rentable
                       square foot. By way of example, if Tenant fails to
                       exercise its Seventh Expansion option Space, then on the
                       Contraction Date, Tenant shall pay Landlord an amount
                       equal to $6.49 times the rentable square feet contained
                       in the Released Space. If Tenant exercises its Seventh
                       Expansion Option, then the unamortized cost of the
                       Released Space shall equal (i) the unamortized cost of
                       the Premises which equals $202,815, (ii) plus, the
                       unamortized portion of the Seventh Expansion option Space
                       which equals $37,742 as of September 30, 1997, (iii)
                       divided by the total rentable square feet (which equals
                       36,324 under this example), (iv) equaling a blended total
                       of $6.63 times the rentable square feet contained in the
                       Released Space.

                  Notwithstanding anything contained herein to the contrary, in
                  the event Tenant elects to exercise its Contraction Right
                  pursuant to this Section 10.0, any unexercised expansion
                  rights granted Tenant under the Lease shall terminate and
                  shall be considered null and void and of no further force and
                  effect.

         10.2.    Documentation. Within fifteen (15) days of receipt from
                  Landlord, Tenant shall execute and deliver to Landlord those
                  instruments Landlord may request to evidence the release of
                  space under this Section 10.0.

         10.3.    Non-Severability. The rights of Tenant under this Section 10.0
                  shall not be severed from this Lease or separately sold,
                  assigned, or otherwise transferred, and shall expire on the
                  expiration or earlier termination of this Lease.

11.0     ADA Compliance

         11.1.    Section 5.02 of the Lease is hereby amended and the following
                  language shall be added thereto:

                  "Notwithstanding anything to the contrary contained in this
                  Section 5.02, Tenant shall not be responsible for any actions
                  or causes of actions regarding the Americans' with
                  Disabilities Act (the "ADA") for any condition outside the
                  Premises; or any change required of any base building system;
                  or




                                       24
<PAGE>   40

                  structural change to the Premises not otherwise resulting from
                  Tenant's specific use, plan, or design of the Premises; or
                  which would otherwise be the obligation of the Landlord under
                  this Lease. Nothing herein shall prohibit Landlord from
                  including such cost and expense incurred to comply with the
                  ADA as a portion of occupancy Costs. Landlord agrees that any
                  increase in occupancy Costs incurred as a direct result of
                  such ADA compliance shall be limited to $30,000.00 (the "Cap")
                  per Fiscal Year. Provided, however, in the event the actual
                  increase in occupancy Costs as a direct result of such
                  compliance is greater than the Cap, such excess shall be added
                  to the following years succeeding Cap; provided that such Cap
                  in any successive year shall not exceed $30,000.00."
                  Notwithstanding anything contained in this Section 11.1 to the
                  contrary, Landlord shall, at its sole cost and expense, be
                  responsible for installing a separate unisex bathroom on the
                  third and tenth floors in compliance with the ADA.

12.0     Tenant's Right to Audit

         12.1.    Section 4.06 of the Lease is hereby amended and the following
                  language shall be added thereto:

                  "Tenant shall have the right, but not more than once each
                  Fiscal Year, to have conducted by a nationally recognized
                  accounting firm an audit performed in accordance with
                  generally accepted accounting principles of all operating
                  Costs (as that term is described in Section 2.00 of Exhibit B)
                  which audit shall be conducted at Landlord's offices;
                  provided, however, Tenant shall perform such audit at its sole
                  cost and expense and shall give Landlord at least thirty (30)
                  days' prior written notice of its intent to perform such an
                  audit. If the results of any such audit show that Landlord's
                  statement of Tenant's Occupancy Costs (excluding Taxes) have
                  been overstated by more than four percent (0), Landlord shall
                  bear all such reasonable costs incurred by Tenant as a direct
                  result of such audit."

13.0     HVAC, Utilities and Additional Services

         13.1.    The Standard Building HVAC System described in Section
                  3.11(iv) is designed to provide temperatures to the Premises
                  in the range of 68 to 76 degrees Fahrenheit during the hours
                  of 7:30 a.m. to 6:00 p.m., Monday through Friday, and 7:30
                  a.m. to 1:00 p.m. on Saturdays.



                                       25
<PAGE>   41

         13.2.    Landlord shall have the right, at Landlord's election to
                  require Tenant, at Tenant's cost, to separately meter the
                  utilities to the Premises (including any additions pursuant to
                  this Amended and Restated Lease). Landlord shall have the
                  right to either require Tenant to pay the billing utility
                  company directly and/or to require Tenant to pay the cost of
                  the utility to Landlord as Additional Rent, in addition to,
                  and not in lieu of, the Annual Rent due under Article 16.0
                  below. In the event Landlord elects to have Tenant pay any
                  utility bill directly to the billing utility company and
                  Tenant fails to pay such utility bill, Landlord shall have the
                  right, after written notice to the Tenant, to pay such utility
                  bill on Tenant's behalf and require Tenant to pay the cost
                  thereof as Additional Rent pursuant to the terms of this
                  Section 13.2. Tenant's failure to pay any utility expense
                  required hereunder shall be deemed a default of amounts due
                  and payable under the terms and conditions of this Amended and
                  Restated Lease.

         13.3.    Section 6.05 of the Lease is hereby amended and the following
                  language shall be added thereto:

                  "At the current time, Landlord's charges for after-hours HVAC
                  services in the Building (per floor or partial floor) are
                  $25.00 per hour for cooling plus $5.00 per hour for heat or
                  fans.

14.0     Non-disturbance

         14.1.    Section 17.05 of the Lease is hereby amended and the following
                  language shall be added thereto:

                  "Landlord agrees that it shall deliver to Tenant, within
                  thirty (30) days after receipt by Tenant of a fully-executed
                  copy of this Amended and Restated Lease, a non-disturbance
                  agreement in a form which is substantially equivalent in form
                  and content to the non-disturbance agreement attached hereto
                  as Exhibit I, from its current mortgagees of the Building."

15.0     Term

         15.1.    Section 3.01 of the Lease is hereby amended such that the Term
                  of Lease for the initial Premises, including any and all
                  additional space added thereto pursuant to any amendment of
                  Lease, shall be extended by five (5) years. Unless terminated
                  earlier as provided in the Lease, the Lease shall expire on
                  September 30, 1999.



                                       26
<PAGE>   42

16.0     Annual Rent

         16.1.    Section 4. 01 of the Lease is hereby amended and the following
                  language shall be added thereto:

                  "Tenant shall pay to Landlord as Annual Rent for the Premises
                  for the period commencing October 1, 1994 through September
                  30, 1999 the sum of $5.50 per rentable square foot payable in
                  accordance with the terms and conditions of this Section
                  4.01."

17.0     Assignment and Subletting

         17.1.    Notwithstanding anything contained to the contrary in Section
                  23.3 of the Lease, Landlord's consent to an assignment or
                  sublease of the Premises, shall not be withheld provided that:

                       (i)    Tenant is not in default beyond any applicable
                              cure period under the terms and conditions of the
                              Lease or this Amended and Restated Lease on either
                              the date Tenant requests such transfer or the date
                              of the transfer;

                       (ii)   Such assignee or sublessee is of a quality and
                              character consistent with other tenants in the
                              Office Complex;

                       (iii)  Such assignee or sublessee is not a tenant in the
                              Building at the time such assignment or sublease
                              is requested; and

                       (iv)   Tenant remains liable under the terms and
                              conditions of the Lease and this Amended and
                              Restated Lease.

18.0     Condition of Existing Space

         18.1.    With respect to the 24,937 rentable square feet of the
                  Premises located on the tenth (10th) and third (3rd) floors of
                  the Building and which Tenant is presently occupying, Landlord
                  agrees, at its sole cost and expense to provide the following
                  alterations :

                       (i)    Install heat pump cooling unit and thermostat in
                              one office located on the third floor;

                       (ii)   Install sprinklers to existing floor plan for
                              third floor; and

                       (iii)  Provide air balancing to existing Premises located
                              on tenth floor.



                                       27
<PAGE>   43

                  Such additional work shall be completed by Landlord on or
                  before October 1, 1994, or, at such later date as it mutually
                  agreed to by both parties.

19.0     Parking

         During the Term, Landlord will make available to Tenant at Tenant's
         expense twenty (20) parking contracts in the Building; of which no more
         than 18% of the total parking spaces leased by Tenant shall be in the
         heated section of the parking ramp. The parking spaces will be for the
         sole use of Tenant. The parking contract shall be on the parking
         manager's standard parking contract and at the monthly rental rate from
         time to time in effect (currently $173.00 per month for non-heated and
         $191.00 per month for heated parking). on or before September 1, 1994,
         Tenant shall notify Landlord of the total number of parking contracts
         Tenant desires to enter into. Upon Tenant entering into such contracts,
         Landlord shall be deemed to have complied with this Section 19.0 and
         shall have no further obligation with respect thereto. In the event
         Tenant fails to notify Landlord on or before September 1, 1994 of the
         number of parking contracts Tenant would like to enter into, Tenant
         shall be deemed to have waived such right and Landlord shall have no
         further obligation to reserve such parking contracts for Tenant's use.
         Notwithstanding anything contained herein to the contrary, provided
         Tenant has not exercised its Contraction Option pursuant to Section
         10.0 above, Landlord agrees that it shall allocate further parking
         rights of one (1) parking contract per 2,000 rentable square feet of
         additional space added to the Premises in the event Tenant exercises
         any expansion rights provided under this Amended and Restated Lease.

20.0     Storage

         Landlord will make available to Tenant approximately 1, 600 rentable
         square feet of storage space in the area generally designated as Suite
         #B-93B located on the basement level of the Building, to be leased f or
         periods of one year each, which storage space shall be renewable upon
         each succeeding anniversary date of the Sixth Expansion Space
         Commencement Date. Rent on the storage space for the first year,
         commencing on the Sixth Expansion Space Commencement Date and
         continuing until the first anniversary of the Sixth Expansion Space
         Commencement Date, shall equal $10.00 per rentable square foot payable
         in equal monthly installments pursuant to the terms and conditions of
         this Amended and Restated Lease. Within 30 days prior to each
         anniversary date of the Sixth Expansion Space Commencement Date,
         Landlord shall provide Tenant notice of any change in Rent for such
         storage space. In the event that Landlord fails to provide Tenant
         written notice of any such storage space Rent increase as required




                                       28
<PAGE>   44

         herein, Rent f or such storage space shall equal the amount paid during
         the previous year. In the event Tenant elects to terminate its
         occupancy of the storage space, Tenant shall provide Landlord written
         notice of such termination at least 10 days prior to the respective
         anniversary date at the Sixth Expansion Space Commencement Date. In the
         event that Tenant fails to provide such written notice of termination
         as required herein, then such storage space shall be deemed renewed for
         an additional year.

21.0     Pet Policy

         Provided Tenant is not in violation of any applicable City ordinances
         and/or codes, Tenant shall have the right to bring one (1) pet per week
         to each of the third and tenth floor Premises leased by Tenant. Tenant
         shall be required to use only the service elevator or freight elevator
         to transport such pets and must refrain from transporting pets during
         such service elevator's peak hours of operation. Such pet policy shall
         not result in undue clean-up or wear and tear in the Premises or
         Building, or become a nuisance to other tenants or visitors in the
         Building. Tenant shall be responsible for the cost of any repair to
         damage or clean-up as a result of such pet use. Landlord shall provide
         Tenant written notice of any violation of this Section by Tenant or its
         employees. In the event Landlord provides written notice to Tenant of
         three violations during any consecutive twelve month period, Landlord
         shall have the right to cancel such policy.

22.0     Tenant Identification

         Tenant's corporate name shall appear on the directory board of the East
         Building lobby with up to ten (10) individual names. Landlord shall
         bear all reasonable costs associated with this directory listing.

23.0     Estoppel

         Landlord and Tenant shall, at any time and from time to time on not
         more than twenty (20) days' written notice from the other, execute and
         deliver to the requesting party a written statement substantially in
         form of Exhibit H ("Estoppel Certificate"). Either parties failure to
         execute and deliver the Estoppel Certificate within said twenty (20)
         day period shall be deemed to make conclusive and binding upon such
         party the statements contained in the Estoppel Certificate as true and
         correct, without exception.

24.0     Asbestos Abatement

         Landlord shall be responsible, at its sole cost and expense
         (including any management costs), for the removal of all



                                       29
<PAGE>   45
         asbestos contained in any portion of the Premises which is otherwise in
         violation of any federal, state, municipal or local law, ordinance,
         rule of regulation; or which is otherwise included in Landlord's
         asbestos abatement plan for the Building. Landlord and Tenant
         acknowledge the presence of asbestos containing materials in the third
         and tenth floor mechanical rooms in the Building, and that Landlord is
         undertaking an asbestos removal or containment policy in portions of
         the Building. To the best of Landlord's knowledge the asbestos
         contained in the third and tenth floors mechanical rooms is not
         otherwise in violation of any federal, state, municipal or local law,
         ordinance, rule or regulation. Tenant may request Landlord to perform
         asbestos air monitoring tests in the tenth floor Premises, at
         Landlord's sole cost and expense, during construction projects on the
         tenth floor, or in the absence of such construction projects no more
         than once per year. In the event that the results of any such test
         discloses air borne asbestos particles in excess of standards permitted
         by federal, state, municipal or local law, ordinance, rule or
         regulation, Landlord shall diligently undertake remedial procedures
         necessary to ensure the air quality in the Premises complies with the
         permitted levels specified in any such laws, ordinances, rules or
         regulations. Upon remediation, Landlord shall provide Tenant written
         notice of such remediation and Tenant shall have the right to request
         such additional air monitoring tests necessary to ensure compliance as
         described in this Article.

25.0     Security

         Landlord provides twenty-four (24) hour security to the Building.
         Tenant shall have the right to request Landlord's security personnel to
         escort its employees, agents or invitees to the parking ramp or to
         other portions of the Building. Tenant shall make such request through
         the Building's central operations, and such security personnel shall
         respond to such request in an efficient manner.

26.0     Except as herein specified, supplemented and amended, the Lease shall
         remain in full force and effect.

27.0     The execution of this Amended and Restated Lease shall be subject to
         the approval of the partners comprising Landlord, if Landlord at the
         time of its execution is a partnership and, if required, by Landlord's
         lenders for the Building.

28.0     In the event of any conflict in terms between this Amended and Restated
         Office Lease and the Initial Lease the terms and conditions of this
         Amended and Restated Office Lease shall control.



                                       30
<PAGE>   46
29.0     Payment of Leasing Commission; Right of Offset

         Landlord acknowledges that Landlord is obligated to pay to the
         Keewaydin Group a commission for leasing the Premises to Tenant in the
         amount of $3.00 per square foot (the "Commission") by November 15,
         1994, for a total amount due to the Keewaydin Group of $93,681.00. In
         the event that Landlord does not pay such Commission to Keewaydin Group
         by November 15, 1994, upon five (5) days prior written notice to
         Landlord, Tenant may offset the commission, or such portion thereof,
         which remains due and owing the Keewaydin Group, against Annual Rent
         due and payable beginning on December 1, 1994. In such event, Tenant
         agrees to indemnify, defend and hold Landlord harmless against any
         claim to the Commission or other compensation by the Keewaydin Group
         arising out of its activities with respect to this Lease.




                                       31
<PAGE>   47
         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amended and
Restated Lease as of the date first written above.

                                 LANDLORD:

                                 T.H.S. NORTHSTAR ASSOCIATES
                                 LIMITED PARTNERSHIP


                                 By:      /s/  ILLEGIBLE
                                    ------------------------------------
                                 Brookfield Development Inc.,
                                 Its managing agent


                                 By       /s/  ILLEGIBLE
                                    ------------------------------------
                                 Its:     VICE PRESIDENT
                                    ------------------------------------


                                 By:      /s/  ILLEGIBLE
                                    ------------------------------------
                                 Its:     ASSISTANT SECRETARY
                                    ------------------------------------

                                 TENANT:

                                 PHYNQUE, INC.


                                 By:      /s/  ILLEGIBLE
                                    ------------------------------------
                                 Its
                                    ------------------------------------




                                       32

<PAGE>   48
            FIRST AMENDMENT OF THE AMENDED AND RESTATED OFFICE LEASE


                                                           DATE: August 10, 1995


BETWEEN:                T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP
                        a Minnesota limited partnership
                        by Brookfield Development Inc.
                        Its managing agent
                        725 Northstar East
                        608 Second Avenue South
                        Minneapolis, Minnesota 55402                ("Landlord")


AND:                    Phynque, Inc.
                        a Minnesota Corporation
                        370 Northstar East
                        608 Second Avenue South
                        Minneapolis, Minnesota 55402                ("Tenant")


FOR PREMISES IN:        Northstar East


         LANDLORD AND TENANT hereby agree as follows:

1.       In this First Amendment of the Amended and Restated Office Lease:

         (a)      "Building" means Northstar East located in the city of
                  Minneapolis, Minnesota as further described in the Amended and
                  Restated Office Lease.

         (b)      "Prime Lease" means the lease between Landlord and Tenant as
                  defined in the Amended and Restated Office Lease dated April,
                  1994.

         (c)      "Sixth Floor Expansion Space" means approximately 13,634
                  rentable square feet consisting of Suite 600 comprising 9,050
                  rentable square feet ("Suite 600"), and Suite 650 comprising
                  4,584 rentable square feet ("Suite 650") located on the 6th
                  floor Building, as generally shown on Exhibit I attached
                  hereto and by this reference incorporated herein.



<PAGE>   49

         (d)      "Sixth Floor Expansion Space Term" means with respect to (1)
                  Suite 600, that period of time commencing the earlier of. (x)
                  September 15, 1995, or (y) the date Tenant occupies any part
                  of Suite 600 for purposes of conducting business ("Suite 600
                  Commencement Date"); (11) with respect to Suite 650, that
                  period of time commencing the earlier of- (x) February 15,
                  1996, or (y) the date Tenant occupies any part of Suite 650
                  for purpose of conducting business ("Suite 650 Commencement
                  Date"), and the Sixth Floor Expansion Space Term shall end on
                  the same date on which the prime Lease shall terminate.

         (e)      "Annual Rent for the Sixth Floor Expansion Space" means:

                  (i)    $4,147,92 per month commencing on the Suite 600
                         Commencement Date continuing through the Suite 650
                         Commencement Date;

                  (ii)   $6,248.92 per month commencing on the Suite 650
                         Commencement Date through September 30, 1996;

                  (iii)  $6,817.00 per month commencing on October 1, 1996
                         through September 30, 1997.

                  (iv)   $7,385.08 per month commencing on October 1, 1997
                         through September 30, 1998.

                  (v)    $7,953.17 per month commencing on October 1, 1998
                         through September 30, 1999.

Annual Rent shall be payable in advance without notice on the first day of each
calendar month of the term in accordance with the Prime Lease; provided,
however, if Suite 600 Commencement Date or Suite 650 Commencement Date is on a
day other than the first day of a month, Tenant will pay a pro rata share of the
applicable Annual Rent for said partial month.

         (f)      All other words and phrases, unless otherwise defined herein,
                  have the meanings attributed to them in the Prime Lease.

2.       Landlord hereby demises and leases the Sixth Floor Expansion Space to
         Tenant and Tenant accepts the lease of the Sixth Floor Expansion Space
         to have and to hold during the Term, on the same terms and conditions
         as are contained in the Prime Lease, except as herein otherwise
         provided and expressly excepting the following:

         (a)      Renewals: The Sixth Floor Expansion Space shall be subject to
                  Tenant's right to extend the Term according to Section 6.0 of
                  the Prime Lease and renewal of the Prime Lease shall be deemed
                  a renewal of the Sixth Floor Expansion Space.

         (b)      Contraction Right: The Sixth Floor Expansion Space shall be
                  specifically excluded from Tenant's contraction right in
                  Section 10.0 of the Prime Lease.

<PAGE>   50

         (c)      Condition of the Sixth Floor Expansion Space:

                  (i)    Landlord shall deliver and Tenant shall accept Suite
                         600 and Suite 650 on the date of this First Amendment
                         of the Amended and Restated Office Lease in its then
                         "as-is" condition and Landlord shall have no obligation
                         to make improvements, modifications, or changes
                         thereon. At Tenant's sole, cost and expense, Tenant may
                         at any time after Landlord delivers the Sixth Floor
                         Expansion Space, construct improvements to Suite 600
                         and Suite 650 pursuant to plans and specifications
                         approved by Landlord ("Plans").

         (d)      Tenant Improvement Allowance: Provided Tenant is not in
                  default with the terms and conditions of the Prime Lease,
                  Landlord shall provide Tenant an improvement allowance as
                  described in this Paragraph 2 (d). The Tenant Improvement
                  Allowance will be payable to Tenant within 30 days upon
                  Landlord's receipt from Tenant of reasonable evidence of paid
                  construction invoices and lien waivers for construction of
                  improvements in the Sixth Floor Expansion Space in accordance
                  with the Plans. The Tenant Improvement Allowance shall equal:

                  (i)    With respect to Suite 600, $45,250.00, payable as
                         described above, but in no event shall Landlord be
                         obligated to pay Tenant said portion of the Tenant
                         Improvement Allowance prior to the Suite 600
                         Commencement Date.

                  (ii)   With respect to Suite 650, $20,307.00, payable as
                         described above but in no event shall Landlord be
                         obligated to pay Tenant said portion of the Tenant
                         Improvement Allowance prior to the Suite 650
                         Commencement Date.

                  (iii)  Immediately upon execution of this First Amendment of
                         the Amended and Restated Office Lease, $108,157.75,
                         (representing the funds due to Tenant pursuant to the
                         Sixth Expansion Space Improvement Allowance, which
                         funds were to be credited to Tenant's payment of Annual
                         Rent due and owing Landlord for the period commencing
                         October 1, 1994 pursuant to Section 3.12 of the Prime
                         Lease, but were not so credited) shall be available to
                         Tenant for payment for design and construction of
                         improvements to Suite 600 and Suite 650. Commencing
                         upon execution of this First Amendment, Tenant shall
                         provide bi-monthly evidence of paid construction
                         invoices and lien waivers to Landlord. Landlord shall
                         reimburse Tenant for amounts paid pursuant thereto
                         within thirty (30) days after receipt of such
                         documentation. In the event Tenant has requested
                         reimbursement for less than $108,157.75, Tenant may
                         offset* Tenant's Annual Rent due and owing for the
                         period immediately thereafter.

                         *the difference between $108,157.75 and the amount
                         actually reimbursed to Tenant against


<PAGE>   51

         (e)      Additional Tenant Improvement Allowance: Provided Tenant is
                  not in default under the terms and conditions of the Prime
                  Lease, Landlord shall provide Tenant an additional improvement
                  allowance as described in this Paragraph 2 (e) (the
                  "Additional Tenant Improvement Allowance"). The Additional
                  Tenant Improvement Allowance shall be an amount equal to 50%
                  of the construction costs of improvements to the Sixth Floor
                  Expansion Space, in accordance with the Plans, in excess of
                  $173,714.75, but in no event shall the Additional Tenant
                  Improvement Allowance exceed $52,445.00. The Additional Tenant
                  Improvement Allowance will be allocated to Suite 600 and Suite
                  650 in the amounts prescribed below in sub-paragraphs (i) and
                  (ii) of this Paragraph 2 (e). The Additional Tenant
                  Improvement Allowance will be payable to Tenant within 30 days
                  upon Landlord's receipt from Tenant of reasonable evidence of
                  paid construction invoices and lien waivers for construction
                  of improvements in the Sixth Floor Expansion Space in
                  accordance with the Plans, but in no event shall Landlord be
                  obligated to pay Tenant the Additional Tenant Improvement
                  Allowance prior to the respective commencement dates for
                  Suites 600 and 650. The Additional Tenant Improvement
                  Allowance shall be allocated as follows:

                  (i)    With respect to Suite 600, Landlord shall provide
                         Tenant 69.025% of any Additional Tenant Improvement
                         Allowance due under this Paragraph 2 (e), provided
                         Landlord's contribution to the Additional Tenant
                         Improvement Allowance for Suite 600 shall not exceed a
                         maximum of $36,200,00.

                  (ii)   With respect to Suite 650, Landlord shall provide
                         Tenant 30.975% of any Additional Tenant Improvement
                         Allowance due under this Paragraph 2 (e), provided
                         Landlord's contribution to the Additional Tenant
                         Improvement Allowance for Suite 650 shall not exceed a
                         maximum of $16,245.00.

                  The Additional Tenant Improvement Allowance, if any, paid by
                  Landlord to Tenant shall be amortized over the remainder of
                  the initial Term in equal monthly installments which shall
                  include an interest rate of eleven percent (11%) per annum on
                  a monthly basis during the period from the applicable Suite
                  600 Commencement Date and Suite 650 Commencement Date, and
                  shall be payable by Tenant as Annual Rent in addition to the
                  amounts prescribed in Paragraph I (e) above beginning on the
                  respective commencement dates for Suite 600 and Suite 650.

         (f)      Occupancy Costs: Tenant shall pay Landlord Occupancy Costs
                  according to the Prime Lease.

         (g)      Tenant's Share: Tenant's Share of Expenses shall be as
                  follows:

                  (i)    Upon the Suite 600 Commencement Date, Tenant's share
                         shall be increased to .06240 (6.24%).

<PAGE>   52

                  (ii)   Upon the Suite 650 Commencement Date, Tenant's share
                         shall be increased to .06950 (6.95%).

         (h)      Seventh Expansion Option: Section 4.0 of the Prime Lease shall
                  be amended as follows:

                  (i)    Sections 1.2 (j), 1.2 (1) and 4.12 of the Prime Lease
                         are deleted in their entirety.

                  (ii)   Sections 4.1, 4.2 and 4.4 of the Prime Lease are
                         deleted and the following are substituted therefor:

                         (x) 4.1 Tenant shall have an option ("Seventh Expansion
                         Option"), to add to the Premises the Seventh Expansion
                         Option Space. The Seventh Expansion Option shall be
                         exercised, if at all, by Tenant providing Landlord
                         written notice ("Seventh Expansion Option Space
                         Notice") on or before December 31, 1996 ("Seventh
                         Expansion Option Space Notice Date").

                         (y) 4.2 If Tenant give Landlord the Seventh Expansion
                         Option Space Notice, the Seventh Expansion Option Space
                         shall be delivered by Landlord in its then as-is
                         condition no later than June 30, 1997 ("Seventh
                         Expansion Option Space Delivery Date"). Landlord shall
                         have no obligation to make improvements, modifications,
                         or changes to the Seventh Expansion Option Space. The
                         Seventh Expansion Option Space shall be added to the
                         Premises for all purposes under the Lease as of the
                         Seventh Expansion Option Space Delivery Date, except
                         that Tenant's obligation to pay Annual Rent shall
                         commence on the Seventh Expansion Option Space
                         Commencement Date. The Seventh Expansion Option Space
                         Commencement Date shall be the earlier of (i) ninety
                         (90) days after the Seventh Expansion Option Space
                         Delivery Date, or (ii) the date Tenant occupies any of
                         the Seventh Expansion Space for the conduct of
                         business.

                         (z) 4.4 Subject to the provisions of Section 4.5 of the
                         Amended and Restated Office Lease, Annual Rent for the
                         Seventh Expansion Option Space shall be equal to the
                         greater of:

                         (a) $5.50 multiplied by the number of rentable square
                             feet in the Seventh Expansion Option Space for each
                             twelve month period commencing on the Seventh
                             Expansion Space Commencement Date, and ending
                             September 30, 1999; or


<PAGE>   53

                         (b) Market Rent as defined in Section 7.0 of the
                             Amended and Restated Office Lease.

                  (iii) The following Section 4.13 is added to Prime Lease:

                        4.13 Contraction Right: The Seventh Expansion Option
                             Space shall be specifically excluded from the
                             Tenant's Contraction right in Section 10.0 of the
                             Prime Lease.

3.       In the event Tenant fails to observe any obligation or condition
         required by this First Amendment of the Amended and Restated Office
         Lease, such default shall be deemed a default under the Lease.

4.       Except as specifically provided herein, the terms and conditions of the
         Prime Lease including Landlord's obligations under Section 3.12,
         Section 13.1 and Section 18.1 (iii) are confirmed and shall continue in
         full force and effect.

5.       This First Amendment of the Amended and Restated Office Lease shall be
         binding on the heirs, administrators, successors and assigns (as the
         case may be) of the parties hereto.

IN WITNESS OF THIS FIRST AMENDMENT OF THE AMENDED AND RESTATED OFFICE LEASE
Landlord and Tenant have properly executed it as of the date set out on page
one.

LANDLORD:                                        TENANT:

T.H.S. NORTHSTAR ASSOCIATES
LIMITED PARTNERSHIP                              PHYNQUE, INC.
By Brookfield Development Inc.                   a Minnesota Corporation
Its managing agent

By:      /s/  ILLEGIBLE                          By:      /s/  ILLEGIBLE
   ---------------------------------------          ----------------------------
Name.                                            Name.
     -------------------------------------            --------------------------
Title:                                           Title:
      ------------------------------------             -------------------------
By:      /s/  ILLEGIBLE
   ---------------------------------------
Name.
     -------------------------------------
Title:
      ------------------------------------



<PAGE>   54

               2ND AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE


         THIS 2ND AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE ("2nd
Amendment") is made on April 14, 1997 between T.H.S. NORTHSTAR ASSOCIATES
LIMITED PARTNERSHIP ("Landlord"), whose address is 450 Fisher Building, 3011 W.
Grand Blvd., Detroit, Michigan 48202-3099 and PHYNQUE, INC. ("Tenant"), whose
address is 370 Northstar East, 608 Second Avenue South, Minneapolis, MN 55402.


                                    RECITALS

         This 2nd Amendment is based upon the following recitals:

         A. Landlord and Tenant entered into a Lease dated February 22, 1990 and
restated in the Amended and Restated Office Lease dated April, 1994
(collectively the "Lease"), for the premises on the 3rd, 6th and 10th floors of
the Northstar East Building, ("Building"), Minneapolis, Minnesota ("Premises").

         B. Landlord and Tenant amended the Amended and Restated Lease by 1st
Amendment dated August 10, 1995 (Lease and Amendment(s) collectively, "Lease as
amended").

         C. Landlord and Tenant desire to further amend the Lease as amended to
expand the Premises, renew the Term, modify Annual Rent and otherwise amend the
Lease as amended accordingly.

         THEREFORE, in consideration of the mutual covenants and agreements
stated in the Lease as amended and below, and for other sufficient consideration
received and acknowledged by each party, Landlord and Tenant agree to amend the
Lease as amended as follows:

         1. RECITALS. All recitals are fully incorporated.

         2. PREMISES EXPANSION. Effective as of the "7th Floor Expansion Space
Commencement Date" defined below, the Premises shall be expanded to include that
area known as Suite 770 of the Northstar East Building ("7th Floor Expansion
Space"). Therefore the Premises shall encompass and be described as "Suites 370,
600, 650, 1020, 1025, 1035, 1040, 1050 ("Original Premises") and Suite 770", in
total encompassing approximately 56,231 rentable square feet on the 3rd, 6th,
7th and 10th Floors of the Building, as shown hatched on the "Expanded and
Option Premises Floor Plans" attached and incorporated as Exhibits J through
J-3.

         3. EXTENSION OF LEASE TERM. The Term for the Premises shall be extended
for a 3-year and 4 month term only, to begin October 1, 1999 and expire on
January 31, 2003 ("1st Extension Term").

         4. EXPANSION SPACE LEASE TERM. The Lease Term as it pertains to the 7th
Floor Expansion Space shall commence September 1, 1997, ("7th Floor Expansion
Commencement Date"), and shall expire on January 31, 2003.


                                       1
<PAGE>   55

         5. ANNUAL RENT and OCCUPANCY COSTS. Effective on the 7th Floor
Expansion Commencement Date and throughout the 1st Extension Term, Annual Rent
and Occupancy Costs shall be as follows:

            A. commencing on the 7th Floor Expansion Commencement Date the
Annual Rent due for the 7th Floor Expansion Space only shall be payable in equal
monthly installments of $11,313.15 through January 31, 1998; commencing on
February 1, 1998 through January 31, 2003 Annual Rent due for the 7th Floor
Expansion Space shall be $13,445.03 per month; and

            B. commencing October 1, 1999 through September 30, 2000, Annual
Rent due for the Original Premises only shall be payable in equal monthly
installments of $30,841.94; commencing October 1, 2000 through September 30,
2001 Annual Rent for the Original Premises shall be payable in monthly
installments of $32,711.15; and commencing, October 1, 2001 through January 31,
2003 Annual Rent for the Original Premises shall be payable in equal monthly
installments of $34,580.35; and

            C. Occupancy Costs for the entire Premises shall be payable
according to Exhibit B of the Lease as amended and the Tenant's Share shall be
increased to 8.7118% (.087118).

         6. DELIVERY OF AND IMPROVEMENTS TO 7TH FLOOR EXPANSION SPACE. Landlord
shall deliver and Tenant shall accept the 7th Floor Expansion Space in "broom
clean" condition. All improvements to the 7th Floor Expansion Space shall be
subject to Landlord's prior written approval and all construction shall be
conducted pursuant to Landlord's rules and regulations for same.

         7. ALLOWANCE. Provided that Tenant is not in default under this Lease,
Landlord shall pay to Tenant an amount not to exceed $127,787.00 to be used only
for the costs of approved leasehold improvements to the 7th Floor Expansion
Space only ("7th Floor Expansion Improvement Allowance"). Landlord shall pay the
7th Floor Expansion Improvement Allowance within thirty (30) days following
receipt of reasonable invoices and lien waivers for said work.

         8. ANNUAL RENT CREDIT. In the event that the entire 7th Floor Expansion
Improvement Allowance is not required for leasehold improvements to the 7th
Floor Expansion Space, the remaining amount, if any, shall be credited to
Tenants next due obligation for the payment of Annual Rent.

         9. EARLY OCCUPANCY. Tenant has no right to enter the 7th Floor
Expansion Space until Landlord tenders possession. Notwithstanding what is set
forth herein, Landlord hereby gives permission for Tenant to enter all or any
portion of the 7th Floor Expansion Space prior to the 7th Floor Expansion
Commencement Date so that Tenant may do such work as may be required to prepare
the 7th Floor Expansion Space for Tenant's occupancy, including the installation
of cabling, telephone equipment, computer and other office systems and any
leasehold improvements approved by Landlord. If Tenant so enters any portion the
7th Floor Expansion Space prior to the 7th Floor Expansion Commencement Date,
Tenant will not interfere with any other tenant or occupant of the Building. All
acts of any of Tenant's contractors, subcontractors or laborers are the
responsibility of Tenant, and Tenant shall indemnify and hold Landlord harmless
from and against any and all loss, cost, damage or expense of any nature caused
by such personnel. In addition, any such access shall be consistent with
generally accepted construction practices and in accordance with any and all
applicable regulatory requirements. If at any time such access causes or
threatens to cause disharmony or interference, including labor disharmony,
Landlord will have the right to immediately withdraw such permission. At all
times while Tenant is in occupation of the 7th Floor Expansion Space prior to
the 7th Floor Expansion Commencement Date. Tenant will be subject to and will
comply with all of the terms and provisions of the Lease as amended, except that
no Annual Rent or Occupancy Costs will be



                                       2
<PAGE>   56

terms and provisions of the Lease as amended, except that no Annual Rent or
Occupancy Costs will be payable by Tenant prior to the 7th Floor Expansion
Commencement Date. No early occupancy under this Section 8 will change the 7th
Floor Expansion Commencement Date or the Expiration Date.

         10. DELETED PROVISIONS. Upon full execution of this 2nd Amendment and
satisfaction of any conditions hereto, Articles 4.0, 5.0, 8.0, 9.0 and 10.0 of
the Amended and Restated Office Lease shall be deleted and of no further force
nor effect.

         11. REVISED 7TH EXPANSION OPTION. Provided that Tenant has not
defaulted in performing and failed to cure any of its obligations under the
Lease, and is not in default at the time of its exercise of this option, Tenant
shall have the option to expand ("7th Expansion Option") into the area shown
hatched on Exhibit "J-3" attached and incorporated ("7th Expansion Option
Space"), consisting of approximately 5,037 rentable square feet, upon all of the
following conditions:

            (A) Tenant shall exercise this Expansion Option by written notice
which must be received by Landlord no later than 5:00 p.m. on January 31, 1999;
and

            (B) The Lease Term for 7th Expansion Option Space shall commence
February 1, 2000 ("7th Expansion Option Commencement Date") and shall expire on
January 31, 2003; and

            (C) The Annual Rent for 7th Expansion Option Space shall be
determined by Landlord within thirty (30) days after the date of Tenant's
notice, based upon Market Rent as set forth in Article 7 of the Amended and
Restated Office Lease; and

            (D) Occupancy Costs shall be determined at the time Tenant exercises
this 7th Expansion Option and shall be payable according to Exhibit B of the
Lease as amended and the "Tenant's Share" shall be increased by .7804%
(.007804); and

            (E) Landlord shall deliver the 7th Expansion Option Space in an "as
is" condition; and

            (F) Tenant's failure to expand into 7th Expansion Option Space shall
render all other remaining Expansion Options void.

            (G) Time is of the essence of this Expansion Area.

Except as to the above modifications, all other provisions of this Lease shall
apply to 7th Expansion Option Space. This 7th Expansion Option applies to Tenant
only and shall be void if Tenant fails to exercise it precisely according to
each and all of the conditions stated above, or if Tenant assigns the Lease or
sublets the Premises or otherwise transfers all or part of its interest in the
Lease or of the Premises.

        12. REVISED 8TH EXPANSION OPTION. Provided that Tenant has not defaulted
in performing and failed to cure any of its obligations under the Lease, and is
not in default at the time of its exercise of this option, Tenant shall have the
option to expand ("8th Expansion Option") into the area shown hatched on Exhibit
"J-3" attached and incorporated ("8th Expansion Option Space"), consisting of
approximately 3,068 rentable square feet, upon all of the following conditions:

            (A) Tenant shall exercise this Expansion Option by written notice
which must be received by Landlord no later than 5:00 p.m. on August 31, 2000;
and

            (B) The Lease Term for 8th Expansion Option Space shall commence
February 1, 2001 ("8th Expansion Option Commencement Date") and shall expire on
the January 31, 2003; and



                                       3
<PAGE>   57

            (C) The Annual Rent for 7th Expansion Option Space shall be
determined by Landlord within thirty (30) days after the date of Tenant's
notice, based upon Market Rent as set forth in Article 7 of the Amended and
Restated Office Lease; and

            (D) Occupancy Costs shall be determined at the time Tenant exercises
this 8th Expansion Option and shall be payable according to Exhibit B of the
Lease as amended and "Tenant's Share" shall be increased by .4753% (.004753);
and

            (E) Landlord shall deliver the 8th Expansion Option Space in an "as
is" condition; and

            (F) Tenant's failure to expand into 8th Expansion Option Space shall
render all other remaining Expansion Options void.

            (G) Time is of the essence of this Expansion Area.

Except as to the above modifications, all other provisions of this Lease shall
apply to 8th Expansion Option Space. This 8th Expansion Option applies to Tenant
only and shall be void if Tenant fails to exercise it precisely according to
each and all of the conditions stated above, or if Tenant assigns the Lease or
sublets the Premises or otherwise transfers all or part of its interest in the
Lease of the Premises.

         13. OPTION TO EXTEND THE TERM. Provided that Tenant has not defaulted
in performing and failed to cure any of its obligations under the Lease as
amended, and is not in default at the time of its exercise of this option,
Tenant shall have the option, during the 1st Extension Term only, to extend the
Term ("Extension Option") for an additional five (5) year period only ("2nd
Extension Term") upon all of the following conditions:

            (A) Tenant shall exercise this Extension Option by written notice to
Landlord which must be received by Landlord no later than 5:00 p.m. on January
31, 2002; and

            (B) Within thirty (30) days after the date of Tenant's notice
Landlord shall compute the "Extension Rate" which shall be at 95% of the Market
Rent as provided in Article 7 of the Amended and Restated Office Lease and
notify Tenant in writing of the resulting amount ("Determination Date"). All
other terms of this Lease, except this Extension Option and any Landlord's work
or Allowances shall apply during the 1st Extension Term.

            (C) Time is of the essence of the Extension Option.

This Extension Option applies only to an extension of the Lease as amended for
the 2nd Extension Term only. Except for the above modifications, all other
provisions and conditions of the Lease as amended shall apply in the 2nd
Extension Term. This Extension Option shall be void if Tenant fails to exercise
it precisely according to each and all of the conditions stated above, or if
Tenant assigns the Lease or sublets the Premises or otherwise transfers all or
part of its interest in the Lease or the Premises, except as allowed under the
Lease.

         14. MORTGAGEE'S APPROVAL. This 2nd Amendment is subject to the written
approval of Traveler's Insurance Company, the holder of an existing mortgage
against the Building. Landlord agrees to promptly submit this 2nd Amendment for,
and to use reasonable efforts to obtain, such approval. If such approval is not
obtained within sixty (60) days after the Date, either Landlord or Tenant may
terminate this 2nd Amendment by giving written notice of termination to the
other



                                       4
<PAGE>   58

party. Unless such approval has then been obtained, this 2nd Amendment will
terminate upon the giving of such notice.

         15. CONDITIONS TO EFFECTIVENESS OF 2ND AMENDMENT. Landlord and Tenant
agree that this 2nd Amendment shall become effective only upon receipt by
Landlord of Mortgagee's approval of this 2nd Amendment and full execution of a
Termination Agreement, satisfactory to Landlord, between Landlord and the
American Express Travel Related Services for the 7th Floor Expansion Space.

Failure of any of the above conditions shall render the 2nd Amendment void, and
neither Landlord not Tenant shall have any liability to the other under this 2nd
Amendment.

         16. CONFLICTING PROVISIONS. If any provisions of this 2nd Amendment
conflict with any of those of the Lease as amended, then the provisions of this
2nd Amendment shall govern.

         17. REMAINING LEASE PROVISIONS. Except as stated in this 2nd Amendment,
all other viable and applicable provisions of the Lease as amended shall remain
unchanged and continue in full force and effect throughout the Term.

         18. BINDING EFFECT. Landlord and Tenant ratify and confirm the Lease as
amended and agree that this 2nd Amendment shall bind and inure to the benefit of
the parties, and their respective successors, assigns and representatives as of
the date first stated.

         AFFIRMING THE ABOVE, the parties have executed this 2ND AMENDMENT OF
AMENDED AND RESTATED OFFICE LEASE on the date first stated.




WITNESSES                                LANDLORD
                                         T.H.S. NORTHSTAR ASSOCIATES LIMITED
                                         PARTNERSHIP

                                         By:  TrizecHahn Office Properties Inc.,
                                              Manager


/s/  ILLEGIBLE                           By:  /s/  Cynthia K. Yott
-------------------------------             ------------------------------------
                                              Cynthia K. Yott
                                              Assistant Secretary


/s/  ILLEGIBLE                           By:  /s/  Antonio A. Bismonte
-------------------------------             ------------------------------------
                                              Antonio A. Bismonte
                                              Vice President


                                         TENANT
                                         PHYNQUE, INC.


/s/  ILLEGIBLE                           By:  /s/  ILLEGIBLE
-------------------------------             ------------------------------------




                                       5
<PAGE>   59
               3RD AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE

         THIS 3rd AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE ("3rd
Amendment") is made on December 27, 1997 between T.H.S. NORTHSTAR ASSOCIATES
LIMITED PARTNERSHIP ("Landlord"), whose address is 450 Fisher Building, 3011 W.
Grand Blvd., Detroit, Michigan 48202-3099 and PHYNQUE, INC. ("Tenant"), whose
address is 370 Northstar East, 608 Second Avenue South, Minneapolis, MN 55402.

                                    RECITALS

This 3rd Amendment is based upon the following recitals:

         A. Landlord and Tenant entered into a Lease dated February 22, 1990 and
restated in the Amended and Restated Office Lease dated April, 1994
(collectively the "Lease"), for the premises on the 3rd, 6th and 10th floors of
the Northstar East Building ("Building"), Minneapolis, Minnesota ("Premises").

         B. Landlord and Tenant amended the Amended and Restated Lease by 1st
Amendment dated August 10, 1995 and 2nd Amendment dated April 14, 1997 (Lease
and Amendment(s) collectively, "Lease as amended").

         C. Landlord and Tenant desire to further amend the Lease as amended to
modify Annual Rent and otherwise amend the Lease as amended accordingly.

         THEREFORE, in consideration of the mutual covenants and agreements
stated in the Lease as amended and below, and for other sufficient consideration
received and acknowledged by each party, Landlord and Tenant agree to amend the
Lease as amended as follows:

         1. RECITALS. All recitals are fully incorporated.

         2. ANNUAL RENT. Commencing November 1, 1997 Annual Rent due for the 7th
Floor Expansion Space, as defined in the 2nd Amendment of Amended and Restated
Office Lease, only shall be payable in equal monthly installments of $8,780.15
through January 31, 1998; commencing on February 1, 1998 through April 30, 1999
Annual Rent due for the 7th Floor Expansion Space shall be $10,912.03 per month;
commencing on May 1, 1999 through January 31, 2003 Annual Rent due for the 7th
Floor Expansion Space only shall be $13,445.03 per month.

         3. ALLOWANCE. Paragraph 7 of the 2nd Amendment of Amended and Restated
Office Lease shall be deleted in its entirety and the following substituted
therefore:

         "Provided that Tenant is not in default under this Lease, Landlord
         shall pay to Tenant an amount not to exceed $104,723.00 to be used only
         for the costs of approved leasehold improvements to the 7th Floor
         Expansion Space ("7th Floor Expansion Improvement Allowance"). Landlord
         shall pay the 7th Floor Expansion Improvement Allowance within thirty
         (30) days following receipt of reasonable invoices and lien waivers for
         said work, but in no event prior to May 1, 1999 or later than October
         1, 1999".


                                       1
<PAGE>   60

         4. DELETED PROVISIONS. Paragraph 8 of the 2nd Amendment of Amended and
Restated Office Lease shall be deleted and be of no further force or effect.

         5. CONFLICTING PROVISIONS. If any provisions of this 3rd Amendment
conflict with any of those of the Lease as amended, then the provisions of this
3rd Amendment shall govern.

         6. REMAINING LEASE PROVISIONS. Except as stated in this 3rd Amendment,
all other viable and applicable provisions of the Lease as amended shall remain
unchanged and continue in full force and effect throughout the Term.

         7. BINDING EFFECT. Landlord and Tenant ratify and confirm the Lease as
amended and agree that this 3rd Amendment shall bind and inure to the benefit of
the parties, and their respective successors, assigns and representatives as of
the date first stated.

         AFFIRMING THE ABOVE, the parties have executed this 3RD AMENDMENT OF
AMENDED AND RESTATED OFFICE LEASE on the date first stated.


WITNESSES                            LANDLORD
                                     T.H.S. NORTHSTAR ASSOCIATES
                                     LIMITED PARTNERSHIP

                                     By:   TrizecHahn Office Properties Inc.,
                                           Manager


/s/  ILLEGIBLE                       By:   /s/  Cynthia K. Yott
------------------------------          ----------------------------------------
                                           Cynthia K. Yott
                                           Assistant Secretary



/s/  ILLEGIBLE                       By:   /s/  Antonio A. Bismonte
------------------------------          ----------------------------------------
                                           Antonio A. Bismonte
                                           Vice President


                                     TENANT
                                     PHYNQUE, INC.



/s/  ILLEGIBLE                       By:   /s/  ILLEGIBLE
------------------------------          ----------------------------------------




                                       2