<PAGE>   1
                                                                   EXHIBIT 10.19
                                                                   TENANT'S COPY




                     WHIOP Real Estate Limited Partnership

                            Interchange Office Park
                            St. Louis Park, MN 55426








                  Tenant:     DataWorks Corporation

                  Dated:      January 16, 1997

                  Premises:   Interchange Tower
                              Suite 1701 and 2000
                              28,942 total rentable square feet
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                                     LEASE


This Lease is made and entered into as of January 16, 1997, between WHIOP REAL
ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and
DATAWORKS CORPORATION, a California corporation ("Tenant").

1.   Premises and Term.

Landlord leases to Tenant, and Tenant leases from Landlord the space known as
Suite 1701 and 2000 and shown hatched on the drawing attached to this Lease as
Exhibit A-1 and A-2 (the "Premises"), consisting of approximately 28,942 total
square feet and located on the 17th and 20th floor(s) in the building known as
Interchange Tower, located at 600 South Highway 169, St. Louis Park, Minnesota
55426 (the "Building"), which is one of the two buildings (together referred to
as "Tower/South") located on the land in Hennepin County, Minnesota legally
described on the attached Exhibit B (the "Land"), for a term commencing on
February 1, 1997 for Suite 1701 and commencing on April 1, 1997 for Suite 2000,
both terms ending on March 31, 2002 (the "Term"), unless sooner terminated as
provided in this Lease, subject to all of the terms, covenants and agreements
contained in this Lease.

2.   Rent.

Tenant shall pay to Landlord at COMPASS Management and Leasing, Interchange
Tower, 600 South Highway 169, Suite 1585, St. Louis Park, MN 55426, or at such
other place as Landlord may from time to time designate, annual base rent (the
"Base Rent") of
     $148,128.00 IN EQUAL MONTHLY INSTALLMENTS OF $12,344.00 EACH FOR
     THE PERIOD OF FEBRUARY 1, 1997 THROUGH MARCH 31, 1997, AND
     $607,800.00 IN EQUAL MONTHLY INSTALLMENTS OF $50,650.00 EACH FOR
     THE PERIOD OF APRIL 1, 1997 THROUGH MARCH 31, 2002.
payable in advance on the first day of each calendar month
during the Term. If the Term commences on a day other than the first day of a
month, or ends on a day other than the last day of a month, then the Base Rent
for such fractional month will be prorated on the basis of 1/365th of the annual
Base Rent for each day of the fractional month. Base Rent shall be payable
without any prior demand and without any deductions or setoffs.

3.   Adjustments.

The Base Rent of $21.00 per rentable square foot includes Landlord's estimate of
the 1996 ("Base Year") Taxes (as hereinafter defined) in the amount of $2.97 per
rentable square foot ("Base Year Taxes") and Operating Expenses (as hereinafter
defined) in the amount of $5.17 per rentable square foot ("Base Year Operating
Expenses").

Tenant shall pay to Landlord as additional rent per rentable square foot in the
Premises the amount by which all taxes and assessments assessed, levied or
imposed on, or allocated to, the Land and Tower/South, including interest on
deferred assessments, and all attorneys' fees, witness fees, court costs and
other expenses of Landlord in contesting such taxes and assessments (all of
which are herein referred to as "Taxes") per rentable square foot exceed the
Base Year Taxes.
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                                     LEASE

LANDLORD:    WHIOP REAL ESTATE LIMITED PARTNERSHIP

TENANT:      DATAWORKS CORPORATION

DATE:        January 16, 1997

1.     Premises and Term .................................................     1
2.     Rent ..............................................................     1
3.     Adjustments .......................................................     1
4.     Use ...............................................................     3
5.     Services ..........................................................     4
6.     Possession ........................................................     4
7.     Condition of Premises .............................................     5
8.     Repairs ...........................................................     5
9.     Alterations .......................................................     5
10.    Damage or Destruction .............................................     7
11.    Insurance .........................................................     8
12.    Condemnation ......................................................     9
13.    Waiver of Claims and Indemnity ....................................     9
14.    Waivers ...........................................................    10
15.    Defaults and Remedies .............................................    10
16.    Surrender of Possession ...........................................    11
17.    Holding Over ......................................................    11
18.    Costs, Expenses and Attorneys' Fees ...............................    11
19.    Compliance with Laws ..............................................    12
20.    Rights Reserved By Landlord .......................................    12
21.    Estoppel Certificates .............................................    13
22.    Rules and Regulations .............................................    13
23.    Relocation ........................................................    13
24.    Assignment and Subletting .........................................    14
25.    Notice ............................................................    15
26.    Conveyance by Landlord ............................................    15
27.    Subordination .....................................................    16
28.    Brokers ...........................................................    16
29.    Security Deposit ..................................................    16
30.    Miscellaneous .....................................................    17
31.    Exculpation .......................................................    18

Rider to Lease Agreement
Exhibits I & II ...................................................  Offer Space
Exhibit A-1 & A-2 ....................................................  Premises
Exhibit B .................................................. Description of Land
Exhibit C ................................................ Rules and Regulations
Exhibit D .................................................  Tenant Improvements
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Tenant shall pay to Landlord as additional rent per rentable square foot in the
Premises the amount by which the Operating Expenses for each calendar year of
the Term per rentable square foot exceed the Base Year Operating Expenses.

Operating Expenses shall mean all costs, charges and expenses incurred by
Landlord, and not paid directly or separately by Tenant, in connection with
ownership, operation, security, maintenance and repair of the Land, Tower/South,
other improvements on the Land, appurtenances to the Tower/South, parking
driveways, landscaping, lighting, sidewalks, and common or public areas,
including but not limited to real estate taxes and insurance on common areas,
interior and exterior maintenance, insurance, utilities, fees or expenses for
management by Landlord or any other party, and amortization of capital
expenditures made to reduce Operating Expenses or to comply with the
requirements of any federal, state or local law or regulation, or for repairs to
Tower/South or purchase of equipment.

If during any calendar year of the Term, less than 95% of the Building's
rentable area is occupied by tenants, the variable Operating Expenses for that
year will be equitably adjusted to reflect Operating Expenses as though
Tower/South had been 95% occupied throughout the year.

To provide for current payments for Taxes and Operating Expenses during the
Term, Tenant shall pay monthly, as additional rent together with the Base Rent,
Landlord's estimate from time to time of the Taxes and Operating Expenses for
each calendar year in excess of the respective Base Year Taxes and Base Year
Operating Expenses. Landlord will keep books and records showing the Operating
Expenses, and will deliver to Tenant after the close of each calendar year
(including the calendar year in which this Lease terminates), a statement
setting forth the actual Taxes and Operating Expenses for the year, the
estimated amounts paid by Tenant and the amount owed by Tenant or to be credited
to Tenant, as the case may be. Within 10 days after receipt of the statement
Tenant shall pay to Landlord the amount of any underpayment, or Landlord shall
credit Tenant for the amount of any overpayment. No decrease in Taxes and/or
Operating Expenses shall reduce the amount of Base Rent, and no increase or
decrease shall change the amounts of the Base Year Taxes and Base Year Operating
Expenses set forth in the first paragraph of this Section. Operating Expenses
and Taxes shall at all times be computed separately.

The obligation of Tenant for payment of Base Rent and rent adjustments shall
survive the expiration or termination of this Lease. If Tenant does not give
Landlord written notice within one year after receiving Landlord's statement
that Tenant disagrees with the statement and specifying the amounts in dispute,
Tenant will be deemed to have waived the right to contest the statement. Tenant
will file no petition in Tax Court regarding the Taxes without Landlord's prior
written consent. The portion of Taxes and Operating Expenses to be paid by
Tenant for the years in which the Term begins and ends will be prorated.

Although Landlord treats Tower/South as one building for purposes of computing
and allocating Operating Expenses and Taxes, Landlord shall have the right,
after at least 30 days prior written notice to Tenant, to compute Operating
Expenses and Taxes with respect to only the building in which Tenant is located
and to separately allocate the Operating

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<PAGE>   5
Expenses and Taxes for the Tower Building and the South Building and those
portions of the Land on which each is located, as described in Exhibit B.

4.   Use.

Tenant shall use and occupy the Premises for general office purposes and for no
other purpose. Tenant shall not use or permit upon the Premises anything that
will invalidate or increase the cost of any policies of insurance now or
hereafter carried on the Premises or the Building. Tenant will pay all extra
insurance premiums which may be caused by the use which Tenant shall make of the
Premises. Tenant will not use or permit upon the Premises anything that may be
dangerous to life or limb. Tenant will not in any manner deface or injure the
Building or any part thereof or overload the floors of the Premises. Tenant will
not do anything or permit anything to be done upon the Premises in any way
tending to create a nuisance, or tending to disturb any other tenant in the
Building or the occupants of neighboring property or tending to injure the
reputation of the Building. Tenant will promptly and fully comply with all
governmental, health and police requirements and regulations respecting the
Premises. Tenant will not use the Premises for lodging or sleeping purposes or
for any immoral or illegal purposes. Tenant shall not conduct nor permit to be
conducted on the Premises any business which is contrary to any local, state or
federal laws, ordinances or regulations.

Tenant shall not use, handle, generate, treat, store or dispose of, or permit
the handling, generation, treatment, storage or disposal of any Hazardous
Materials in, on, under, around or above the Premises. Tenant will indemnify,
defend and save Landlord harmless from any actions, proceedings, claims, costs,
expenses and losses of any kind, including, but not limited to, those arising
from injury to any person, including death, damage to or loss of use or value of
real or personal property, and costs of investigation and cleanup with respect
to any breach by Tenant of the preceding sentence. The term "Hazardous
Materials", when used herein, shall include, but shall not be limited to, any
substances, materials or wastes to the extent quantities thereof are regulated
by any local, state or federal governmental authority, because of toxic,
flammable, explosive, corrosive, reactive, radioactive or other properties that
may be hazardous to human health or the environment, including asbestos and
including any materials or substances that are listed in the United States
Department of Transportation Hazardous Materials Table, as amended, 49 C.F.R.
172.101, or in the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. subsections 9601 et seq., or the Resources
Conservation and Recovery Act, as amended, 42 U.S.C. subsections 6901 et seq.,
or any other applicable governmental regulation imposing liability or standards
of conduct concerning any hazardous, toxic or dangerous substances, waste or
material, now or hereafter in effect. Tenant's obligations and liabilities under
this Section shall survive the expiration of the Term.

Tenant shall not at any time manufacture, sell, or give away, and shall not at
any time permit the manufacture, sale, use or gift of, any spirituous,
intoxicating or alcoholic liquors or controlled substances on the Premises,
except that the foregoing shall not be deemed to prohibit the occasional use of
alcoholic beverages for entertainment purposes, so long as Tenant has in full
force and effect a policy of host liquor liability or dram-shop insurance in


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<PAGE>   6
form and amounts at all times satisfactory to Landlord and has delivered to
Landlord a certificate of insurance with respect thereto.

5.   Services.

Landlord shall provide reasonable janitor service and elevator service for the
Premises. Landlord shall also provide heating, ventilating and air conditioning
during the periods from 8:00 a.m. to 5:00 p.m. (Saturdays to 1:00 p.m.), Sundays
and holidays excepted ("Normal Business Hours"). Landlord shall provide
electricity in reasonable amounts for ordinary office purposes. The cost of all
such services will be a part of the Operating Expenses. Neither Landlord nor any
agent or contractor of Landlord will be liable for any loss or damage resulting
from any temporary interruption of these services due to repairs, alterations or
improvements, or any variation, interruption or failure of these services due to
governmental controls, unavailability of energy, or any other cause beyond
Landlord's control. No such interruption or failure of these services will be
deemed an eviction of Tenant or will relieve Tenant from any of its obligations
under this Lease. Except for payment of Tenant's Share of Operating Expenses,
Tenant will not be required to pay for these services for ordinary office
purposes, but Tenant will pay to Landlord any charges Landlord establishes for
utilities or services provided outside Normal Business Hours at Tenant's
request, or provided because of uses other than ordinary office uses. Whenever
heat-generating machines or equipment installed by Tenant affect the temperature
otherwise maintained by Landlord in the Premises, or whenever the occupancy or
electrical load exceeds usual and customary office standards, Landlord reserves
the right to require Tenant to discontinue use of such heat-generating machines
or equipment, or install supplementary air conditioning units in the Premises,
the costs of installation, operation and maintenance of which shall be paid by
Tenant. Tenant will cooperate with Landlord and abide by all reasonable
regulations and requirements which Landlord may prescribe for the proper
functioning of the ventilating and air conditioning systems. Tenant shall not
waste or permit the waste of water.

All charges for any such services shall be deemed rent payable at the same time
as the installment of rent with which they are billed, or, if billed separately,
within 10 days after billing.

6.   Possession.

If the Premises are not completed and ready for occupancy on the first day of
the Term, this Lease shall nevertheless continue in full force and effect, and
no liability shall arise against Landlord out of any such delay beyond the
abatement of rent until the Premises are ready for occupancy; provided, however,
there shall be no abatement of rent if the space is not ready for occupancy
because of failure to complete the installation of special equipment, fixtures
or materials ordered by Tenant, or due to Tenant's failure or inability to
complete plans for any leasehold improvements in the Premises prior to a date
agreed upon by Landlord and Tenant, or due to any act, failure to act, or fault
of Tenant, its employees or agents. The Premises shall not be deemed incomplete
or not ready for occupancy if only insubstantial details of construction,
decoration or mechanical adjustments remain to be done. The determination of
Landlord's architect or interior space planner for the Building shall be
conclusive as to whether the Premises are complete


                                      -4-
<PAGE>   7
and ready for occupancy. Tenant agrees upon request of Landlord to promptly
acknowledge in writing the date of substantial completion of the Premises. If
Tenant shall enter into possession of all or any part of the Premises prior to
the first day of the Term, all of the covenants and conditions of this Lease
will apply as of the date of such possession and Tenant shall pay to Landlord as
rent for the period prior to the first day of the Term of this Lease a
proportionate amount of the rent set forth in Section 2.

7.   Condition of Premises.

Tenant's occupancy of the Premises shall be deemed acceptance of the Premises,
except as to latent defects (which exception shall be effective for one year)
and so called "punchlist" items to be completed after occupancy. No promise of
the Landlord to alter, remodel, repair or improve the Premises or the Building
and no representations respecting the condition of the Premises or the Building
have been made by Landlord to Tenant, other than as may be contained herein or
in any Exhibit to this Lease.


8.   Repairs.

Except as otherwise provided in Section 10 of this Lease, and subject to the
provisions of Section 9 of this Lease, Tenant shall, at its sole cost and
expense, keep the Premises in good order, repair and tenantable condition at all
times during the Term. Tenant shall promptly arrange with Landlord at Tenant's
sole cost and expense for the repair of all damages to the Premises and for the
replacement or repair of all damaged or broken glass, fixtures and
appurtenances, except for exterior window glass broken through no fault of
Tenant or its employees, agents, invitees or guests. If Tenant does not promptly
make such arrangements, Landlord may, but need not, make such repairs and
replacements and the costs paid or incurred by Landlord for such repairs and
replacements (including Landlord's overhead and profit, and the cost of general
conditions) shall be deemed additional rent due and payable within 10 days after
receipt of a statement from Landlord. Landlord may enter the Premises at all
reasonable times to make any repairs, alterations, improvements or additions,
including, but not limited to, ducts and all other facilities for heating and
air conditioning service, as Landlord shall desire or deem necessary for the
safety, maintenance, repair, preservation or improvement of the Building, or as
Landlord may be required or requested to do by governmental authorities. Such
work and any resultant interruption of services and facilities shall not be
deemed an eviction of Tenant, and the rent shall in no way abate, and Tenant
shall not be entitled to any setoff or damages.

9.   Alterations.

Tenant shall not make any repairs, replacements, alterations, improvements or
additions ("Alterations") to the Premises without the prior written consent of
Landlord. In requesting such consent and prior to commencing any such work,
Tenant shall at its sole cost and expense:

     (a)  Submit to Landlord for review plans and specifications showing such
work in reasonable detail and pay to Landlord all costs incurred by Landlord in
connection with such review.


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<PAGE>   8
     (b)  Furnish Landlord with the names and addresses of all contractors
and copies of all contracts.

     (c)  Provide Landlord with such security as Landlord may require, as
well as all necessary permits evidencing compliance with all applicable laws,
ordinances and regulations.

     (d)  Provide Landlord with certificates of insurance in forms and amounts
satisfactory to Landlord naming Landlord as an additional insured when required
by Landlord.

     (e)  Comply with such other requests as Landlord may reasonably make in
connection with such work.

All such work shall, at Landlord's election, be subject to supervision by
Landlord, in which case Tenant shall promptly pay to Landlord a supervision fee
equal to 15% of the cost of the work.

Tenant shall protect, defend, indemnify and hold Landlord, the Building and
other tenants of the Building harmless from and against any liabilities which
may arise out of or in connection with the Alterations.

Upon completing any Alterations, Tenant shall furnish Landlord with contractors'
affidavits, sworn statements and final and final waivers of lien and receipted
bills covering all labor and material expended and used. All Alterations shall
comply with all insurance requirements and with all applicable laws, ordinances
and regulations. All Alterations shall be completed in a good and workmanlike
manner and only good grades of material shall be used.

All Alterations, whether temporary or permanent in character, including, without
limitation, wall coverings, carpeting and other floor coverings, special
lighting installations, built-in or attached shelving, cabinetry and mirrors,
installed by Landlord or Tenant in the Premises shall become Landlord's property
and shall remain in the Premises at the expiration or termination of this Lease
without compensation to Tenant, except for Tenant's movable office furniture,
trade fixtures and office equipment. Landlord shall have the right to require
Tenant to remove Alterations at Tenant's sole cost and expense in accordance
with the provisions of Section 16 of this Lease.

Nothing contained in this Lease shall authorize or empower Tenant to do anything
to encumber Landlord's title to the Building, Land or Premises, nor in any way
subject Landlord's title to any claims of lien or encumbrance whether claimed by
operation of law or by virtue of any expressed or implied contract of Tenant. If
Tenant has not removed any such lien or encumbrance within 15 days after written
notice to Tenant by Landlord, Landlord may, but shall not be obligated to, pay
the amount necessary to remove the lien or encumbrance, without being
responsible for making any investigation as to the validity or accuracy thereof,
and the amount so paid, together with all costs and expenses (including
reasonable attorneys' fees) incurred by Landlord in connection therewith, shall
be deemed additional rent due and payable within 10 days after receipt of a
statement from Landlord.


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10.  Damage or Destruction.

     (a)  If the Premises or any part of the Building is damaged by fire or
other casualty and if such damage does not render all or a substantial portion
of the Premises or the Building untenantable, then Landlord shall proceed to
repair and restore the same to its prior existing condition with reasonable
promptness, subject to reasonable delays for insurance adjustments and delays
caused by matters beyond Landlord's control. If any such damage renders all or a
substantial portion of the Premises or the Building untenantable, Landlord
shall, with reasonable promptness after the occurrence of such damage and in
good faith, estimate the length of time that will be required to substantially
complete the repair and restoration of such damage and shall by notice advise
Tenant of such estimate. If it is so estimated that the amount of time required
to substantially complete such repair and restoration will exceed 195 days from
the date such damage occurred, then either Landlord or Tenant shall have the
right to terminate this Lease as of the date of such damage upon giving notice
to the other at any time within 20 days after Landlord gives Tenant the notice
containing said estimate (it being understood that Landlord may, if it elects to
do so, also give such notice of termination together with the notice containing
said estimate). Unless this Lease is terminated as provided in the preceding
sentence, Landlord shall proceed with reasonable promptness and all due
diligence to repair and restore the Premises, subject to reasonable delays for
insurance adjustments and delays caused by matters beyond Landlord's control,
and also subject to zoning laws and building codes then in effect. Landlord
shall have no liability to Tenant, and Tenant shall not be entitled to terminate
this Lease (except as hereinafter provided) if such repairs and restoration are
not in fact completed within the time period estimated by Landlord, as
aforesaid, or within said 195 days, so long as Landlord shall proceed with
reasonable promptness and due diligence. Notwithstanding anything to the
contrary herein set forth: (i) if any such damage rendering all or a substantial
portion of the Premises or Building untenantable shall occur during the last 3
years of the Term, then Landlord shall have the option to terminate this Lease
by written notice to Tenant within 30 days after the date such damage occurred,
and if such option is so exercised, this Lease shall terminate as of the date of
such damage; (ii) Landlord shall have no duty to repair or restore any
Alterations made by or on behalf of Tenant in the Premises or improvements which
are not then building standard improvements; (iii) Landlord shall not be
obligated (but may, at its option, so elect) to repair or restore the Premises
or Building if any mortgagee applies proceeds of insurance to reduce its loan
balance, and the remaining proceeds, if any, available to Landlord are not
sufficient to pay for such repair or restoration; and (iv) Tenant shall not have
the right to terminate this Lease pursuant to this Section if the damage or
destruction was caused by the intentional or negligent act of Tenant, its agents
or employees.

     (b)  In the event any such fire or casualty renders the Premises
substantially untenantable and Tenant is not occupying the Premises, and this
Lease is not terminated, then rent shall abate beginning with the date of such
damage and ending with the date when Landlord substantially completes its repair
and restoration work. Such abatement shall be in an amount bearing the same
ratio to the total amount of rent for such period as the portion of the Premises
being repaired and restored by Landlord and not heretofore delivered to Tenant
from time to time bears to the entire Premises. In the event of


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<PAGE>   10
termination of this Lease pursuant to this Section, rent shall be apportioned
on a per diem basis and be paid to the date of such fire or other casualty.

     (c)  In the event of any such fire or other casualty, and if this Lease
is not terminated, Tenant shall repair and restore any portion of Alterations
made by or on behalf of Tenant in the Premises, and during any such period of
Tenant's repair and restoration following substantial completion of Landlord's
repair and restoration work, rent shall be payable as if said fire or other
casualty had not occurred.

11.  Insurance.

Tenant, at its sole cost and expense but for the mutual benefit of Landlord and
Tenant (when used in this Section the term "Landlord" shall include Landlord and
its officers, agents and employees), shall purchase and keep and maintain in
force and effect during the Term, insurance under policies issued by insurers of
recognized responsibility on its personal property, fixtures and tenant
improvements including, but not limited to, special wall and floor coverings,
special lighting fixtures, built-in cabinets and bookshelves and on its
merchandise, inventory, contents, furniture, equipment or other personal
property located in the Premises protecting Landlord and Tenant from damage or
other loss caused by fire or other casualty including, but not limited to,
vandalism and malicious mischief, perils covered by all risk and extended
coverage, theft, sprinkler leakage, water damage (however caused), explosion,
malfunction or failure of heating and cooling or other apparatus, and other
similar risks in amounts not less than the full insurable replacement value of
such property. Such insurance shall provide that it is specific and not
contributory and shall name the Landlord as an additional insured and shall
contain a replacement cost endorsement and a clause pursuant to which the
insurance carriers waive all rights of subrogation against the Landlord with
respect to losses payable under such policies. At Landlord's request, Tenant
shall deliver certificates of insurance evidencing such coverage upon execution
hereof and thereafter not less than 15 days prior to the expiration date of any
such policy.

Landlord shall maintain insurance on the Building against fire and such other
risks as may be included in extended coverage insurance from time-to-time
available in an amount not less than the greater of 80% of the full insurable
value of the Building or the amount sufficient to prevent Landlord from becoming
a co-insurer under the terms of the applicable policies. Such policies shall
contain a replacement cost endorsement and a clause pursuant to which the
insurance carriers waive all rights of subrogation against the Tenant with
respect to losses payable under such policies.

By this Section, Landlord and Tenant intend that the risk of loss or damage
referred to in this Section be borne by responsible insurance carriers to the
extent above provided, and Landlord and Tenant hereby release each other and
agree to look solely to, and to seek recovery only from, their respective
insurance carriers in the event of a loss of a type referred to in this Section
to the extent that coverage is to be provided under this Section. For this
purpose, any applicable deductible amount shall be treated as though it were
recoverable under such policies. Landlord and Tenant agree that applicable
portions of all monies collected from such insurance shall be used toward the
full compliance of the


                                      -8-
<PAGE>   11
obligations of Landlord and Tenant under this Lease in connection with loss or
damage referred to in this Section.

Tenant shall, at Tenant's expense, maintain during the Term comprehensive public
liability insurance, contractual liability insurance and property damage
insurance, under policies issued by insurers of recognized responsibility, with
limits of not less than $3,000,000 for personal injury, bodily injury, sickness,
disease or death and $1,000,000 for damage or injury to or destruction of
property (including the loss of use thereof) for any one occurrence. Tenant's
policies shall name Landlord and its officers, agents and employees as
additional insureds. At Landlord's request, Tenant shall deliver certificates of
insurance evidencing such coverage upon execution hereof and thereafter not less
than 15 days prior to the expiration date of any such policy.

12.  Condemnation.

If all or part of the Premises, Building or Land is taken or condemned by any
competent authority for any public or quasi-public use or purpose or if any
adjacent property or street is condemned or improved in such manner as to
require the use of any part of the Premises or of the Building, the Term, at the
option of Landlord, shall end upon the date when the possession of the part so
taken shall be required for such use or purpose and Landlord shall be entitled
to receive the entire award without any payment to Tenant, the Tenant hereby
assigning to the Landlord the Tenant's interest therein, if any, except for
amounts specifically awarded for Tenant's trade fixtures or as a relocation
payment or allowance which does not reduce Landlord's award. Current rent shall
be apportioned as of the date of such termination.

13.  Waiver of Claims and Indemnity.

Tenant agrees that, to the extent not expressly prohibited by law, Landlord and
its officers agents, servants and employees shall not be liable for (nor shall
rent abate as a result of) any direct or consequential damage, unless caused by
the negligence or willful misconduct of Landlord, its employees, agents or
contractors (including damage claimed for actual or constructive eviction)
either to person or property sustained by Tenant, its employees, agents,
invitees or guests due to the Building or any part thereof or any appurtenances
thereof becoming out of repair, or due to the happening of any accident in or
about the Building, or due to any act or neglect of any tenant or occupant of
the Building or of any other person. This provision shall apply particularly
(but not exclusively) to damage caused by water, snow, frost, steam, sewage,
gas, electricity, sewer gas or odors or by the bursting, leaking or dripping of
pipes, faucets and plumbing fixtures and windows, and shall apply without
distinction as to the person whose act or neglect was responsible for the damage
and whether the damage was due to any of the causes specifically enumerated
above or to some other cause of an entirely different kind. Tenant further
agrees that all of Tenant's personal property in the Premises or the Building
shall be at the risk of Tenant only and that Landlord shall not be liable for
any loss or damage thereto or theft thereof. Tenant and Landlord shall protect,
indemnify and save each other and their officers, agents and employees harmless
from and against any and all obligations liabilities, costs, damages, claims and
expenses of whatever nature arising from injury to persons or damage to property
on the Premises or in or about the Building arising out of or in connection with


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<PAGE>   12
Tenant's or Landlord's use or occupancy of the Premises or Tenant's activities
in the Building, or arising from any act or negligence of Tenant, Landlord or
their agents, contractors, servants, employees, or invitees.

14.  Waivers.

No waiver of any provision of this Lease shall be implied by Landlord's failure
to enforce any remedy, and no express waiver shall affect any provision other
than the one specified in such waiver and that one only for the time and in the
manner specifically stated. No receipt of moneys by Landlord from Tenant after
expiration or termination of the Term or of Tenant's right of possession shall
reinstate, continue or extend the Term or affect any notice given to Tenant
prior to the receipt of such moneys.

Except as provided in Section 15 hereof, Tenant hereby expressly waives the
service of any notice of intention to terminate this Lease or to re-enter the
Premises and waives the service of any demand for payment of rent or for
possession and waives the service of any other notice or demand prescribed by
any statute or other law.

15.  Defaults and Remedies.

If (a) Tenant defaults in the payment of rent or any other sum to be paid by
Tenant under this Lease, or under the terms of any other agreement between
Landlord and Tenant, and (with respect to the first two of such defaults in any
12-month period) such default continues for 10 days after written notice to
Tenant, or (b) Tenant defaults in the full and prompt performance of any other
obligations of Tenant under this Lease and such default continues for 30 days
after written notice to Tenant (or if such default involves a hazardous
condition and is not cured by Tenant immediately upon written notice to Tenant),
or (c) if the interest of Tenant in this Lease is levied on under execution or
other legal process, or (d) if any petition is filed by or against Tenant to
declare Tenant a bankrupt or to delay, reduce or modify Tenant's debts or
obligations, or (e) if any petition is filed or other action taken to reorganize
or modify Tenant's capital structure, if Tenant be a corporation or other
entity, or (f) if Tenant is declared insolvent according to law or if any
assignment of Tenant's property is made for the benefit of creditors, or (g) if
a receiver or trustee is appointed for Tenant or its property, (h) if Tenant
abandons or vacates the Premises during the Term, or (i) Tenant defaults in any
other lease for space in the Building, then Landlord may treat the occurrence of
any one or more of the foregoing events as a breach of this Lease, and may,
without notice or demand of any kind to Tenant or any other person, have any one
or more of the following described remedies in addition to all other rights and
remedies provided at law or in equity:

     (a)  Landlord may terminate this Lease and the Term, repossess the Premises
and recover damages equal to the value of the Base Rent and rent adjustments for
the balance of the Term, less the fair rental value of the Premises for said
period, plus any other sums or damages owed by Tenant to Landlord.

     (b)  Landlord may terminate Tenant's right of possession and repossess the
Premises without terminating this Lease, in which event Landlord may, but shall
not be obligated to, relet all or any part of the Premises, for such rent and
upon such terms as


                                      -10-
<PAGE>   13
shall be satisfactory to Landlord. Landlord may relet all or a part of the
Premises for a term greater or lesser than the remaining Term for the same or a
different use, and may decorate to make repairs, changes, alterations or
additions. If Landlord does not relet the Premises, or if the Premises are relet
and a sufficient amount is not received by Landlord after paying all costs and
expenses of decorations, repairs, changes, alterations and additions and
expenses of reletting and collection of rent to satisfy all amounts to be paid
under this Lease, Tenant shall pay to Landlord as damages a sum equal to the
amount of the Base Rent and rent adjustments, or, if the Premises have been
relet, any such deficiency, upon demand. Landlord may sue to recover any sums
due under this paragraph and any other sums due under this Lease from time to
time. No suit or recovery of any portion due Landlord shall be any defense to
any subsequent action brought for any amount not previously reduced to judgment
in favor of Landlord.

16.  Surrender of Possession.

     (a)  Before the date the Term expires or Tenant's right of possession
otherwise terminates, Tenant shall (i) restore the Premises to the same
condition as they were in at the beginning of the Term (except as otherwise
provided in Section 10) and remove those alterations, improvements or additions
installed for or during Tenant's occupancy, whether installed by Landlord or
Tenant, or acquired by Tenant from former tenants, which Landlord shall request
Tenant to remove; (ii) remove all of Tenant's personal property; and (iii)
surrender possession of the Premises to Landlord in a clean condition free of
all rubbish and debris.

     (b)  If Tenant does not comply with paragraph (a) of this Section, Landlord
may enter the Premises, put the Premises in such condition, and recover from
Tenant Landlord's cost of doing so.

Any property left in the Premises after expiration or termination of this Lease
or after the Premises have been vacated by Tenant will become the property of
Landlord to dispose of as Landlord chooses.

17.  Holding Over.

Tenant shall pay to Landlord double the Base Rent plus double the rent
adjustments then applicable for each month or portion thereof Tenant shall
retain possession of the Premises or any part thereof after the termination of
this Lease, whether by lapse of time or otherwise, and also shall pay all
damages sustained by Landlord, whether direct or consequential, on account
thereof. At the option of Landlord, expressed in a written notice to Tenant and
not otherwise, such holding over shall constitute a renewal of this Lease at the
rental rates then prevailing for similar space in the Building for a period of
one year. The provisions of this Section shall not operate as a waiver by
Landlord of any right of re-entry.

18.  Costs, Expenses and Attorneys' Fees.


                                      -11-
<PAGE>   14
If any action or proceeding is brought by Landlord or Tenant to interpret or
enforce the provisions hereof, the prevailing party shall be entitled to
recover from the unsuccessful party therein, in addition to all other remedies
all costs incurred by the prevailing party in such action or proceeding,
including reasonable attorney's fees to be fixed by the court having
jurisdiction thereof.

19.  Compliance with Laws.

Tenant will, at its expense, promptly comply with all laws, ordinances, rules,
orders, regulations and other requirements of governmental authorities now or
subsequently pertaining to the Premises. Tenant will pay any taxes or other
charges by any governmental authority on Tenant's property or trade fixtures in
the Premises or relating to Tenant's use of the Premises.

20.  Rights Reserved By Landlord.

Landlord shall have the following rights, exercisable without notice and without
liability to Tenant for damage, eviction, disturbance of Tenant's use or
possession, or abatement of rent:

     (a)  To name the Building and to change the Building's name or street
address.

     (b)  To install, affix and maintain any and all signs on the exterior and
interior of the Building.

     (c)  To designate and approve, prior to installation, all types of window
shades, blinds, drapes, and other similar equipment, and to control all internal
lighting that may be visible from the exterior of the Building.

     (d)  To designate, restrict and control all sources from which Tenant may
obtain ice, drinking water, towels, toilet supplies, shoe shining, catering,
food and beverages, or like or other services on the Premises, and, in general,
to reserve to Landlord the exclusive right to designate, limit, restrict and
control any business and any service in or to the Building and its tenants.
Tenant shall he permitted to purchase vending services from the Building
cafeteria operator.

     (e)  On reasonable prior notice to Tenant, to show the Premises to
prospective tenants at reasonable hours during the last 12 months of the Term
and, if vacated during such period to decorate, remodel, repair or otherwise
prepare the Premises for re-occupancy without affecting Tenant's obligation to
pay rent.

     (f)  To retain at all times, and to use in appropriate instances, keys to
all doors within and into the Premises. No locks shall be changed without the
prior written consent of Landlord.

     (g)  To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Building, enter
the Premises, temporarily close doors, entryways, public space and corridors,
interrupt Building services and facilities,


                                      -12-
<PAGE>   15
all without abatement of rent or affecting any of Tenant's obligations, so long
as the Premises are reasonably accessible.

     (h)  To have and retain a paramount title to the Premises free and clear of
any act of Tenant purporting to burden or encumber it.

     (i)  To grant to anyone the exclusive right to conduct any business or
render any service in or to the Building, if it does not exclude Tenant's
permitted use of the Premises.

     (j)  To approve the weight, size and location of safes and other heavy
equipment and bulky articles in and about the Premises and the Building (so as
not to overload the floors of the Premises), and to require all such items and
furniture and similar items to be moved into and out of the Building and
Premises only at such times and in such manner as Landlord shall direct. Any
damages done to the Building or Premises or to other tenants in the Building by
taking in or putting out safes, furniture and other items, or from overloading
the floor in any way, shall be paid by Tenant. Furniture, boxes, merchandise or
other bulky articles shall be transported within the Building only upon or by
vehicles equipped with rubber tires and shall be carried only in the freight
elevators and at such times as the management of the Building shall require.
Movements of Tenant's property into or out of the Building and within the
Building are entirely at the risk and responsibility of Tenant.

21.  Estoppel Certificates.

Tenant agrees that from time to time upon not less than 10 days' prior request
by Landlord, Tenant shall deliver to Landlord a statement provided by Landlord
certifying (a) that this Lease is unmodified and in full force and effect (or if
there have been modifications that the Lease as modified is in full force and
effect); (b) the dates to which the rent and other charges have been paid; (c)
that neither Landlord nor Tenant is in default under any provision of this
Lease, or, if in default, the nature thereof in detail; and (d) that there are
no offsets or defenses to the payment of Base Rent, additional rent or any other
sums payable under this Lease or, if there are any such offsets or defenses,
specifying such in detail.

22.  Rules and Regulations.

Tenant shall observe and comply with the rules and regulations set forth in
Exhibit C attached to this Lease, and with such reasonable modifications and
additions as Landlord may make for the safety, care and cleanliness of the
Building and Premises and for the preservation of good order. Landlord shall not
be liable to Tenant for violation of such rules and regulations by any other
tenant or any other person.

23.  Relocation.

Upon at least 30 days' prior notice to Tenant, Landlord may substitute for the
Premises other premises similar to the Premises in area and use for Tenant's
purposes (the "New Premises"). If Tenant is in occupancy of the Premises,
Landlord shall pay the expense of


                                      -13-
<PAGE>   16
Tenant for moving from the Premises to the New Premises and improving the New
Premises so that they are substantially similar to the Premises.

24.  Assignment and Subletting.

Tenant shall not, without the prior written consent of Landlord, (j) assign,
convey, mortgage, pledge or otherwise transfer this Lease, or any part thereof,
or any interest hereunder; (ii) permit any assignment of this Lease, or any part
thereof, by operation of law; (iii) sublet the Premises or any part thereof; or
(iv) permit the use of the Premises, or any part thereof, by any parties other
than Tenant, its agents and employees. Tenant shall, by notice in writing,
advise Landlord of any intention to assign this Lease or to sublet all or any
part of the Premises. Tenant's notice shall include all of the terms of, and
consideration for, the proposed assignment or sublease, the proposed effective
date, the name and address of the proposed assignee or subtenant and a true and
complete copy of the proposed assignment or sublease and any other related
agreements. In order to be effective, Tenant's notice must also be accompanied
by audited financial statements for the proposed assignee or subtenant, prepared
by an independent certified public accountant, for the two most recently ended
fiscal years of such proposed assignee or subtenant. Landlord shall have the
right by written notice to Tenant within 30 days after receipt of Tenant's
notice, to recapture the space described in Tenant's notice. The recapture
notice shall, if given, cancel and terminate this Lease with respect to the
space therein described as of the date stated in Tenant's notice. If Tenant's
notice covers all of the Premises, and Landlord exercises its recapture right,
the Term shall expire on the date stated in Landlord's recapture notice. If this
Lease is canceled with respect to less than the entire Premises, Base Rent and
rent adjustments shall be adjusted on the basis of the number of square feet
retained by Tenant in proportion to the number of square feet contained in the
Premises, and this Lease as so amended shall continue in full force and effect.

If Landlord after receiving Tenant's notice does not exercise its recapture
right, and if Tenant is not in default, Landlord will not unreasonably withhold
its consent to Tenant's proposed assignment or subletting to the party
identified in Tenant's notice. If Landlord consents to any such assignment or
subletting, Tenant shall pay to Landlord any profit derived by Tenant from such
assignment or subletting. Profit shall be deemed to include, but shall not be
limited to, the amount paid or payable to Tenant to effect or to induce Tenant
to enter into any such transaction, and the amount of all rent and other
consideration of whatever nature payable by the assignee or sublessee in excess
of the Base Rent and rent adjustments payable by Tenant under this Lease. If
part of the consideration for the assignment or subletting is payable other than
in cash, the payment to Landlord of its share of the non-cash consideration
shall be in such form as is satisfactory to Landlord. Tenant shall and hereby
agrees that it will furnish to Landlord upon request from Landlord a complete
statement, certified by an independent certified public accountant, setting
forth in detail the computation of all profit derived and to be derived from
such assignment or subletting, such computation to be made in accordance with
generally accepted accounting principles. Tenant agrees that Landlord or its
authorized representatives shall be given access at all reasonable times to the
books, records and papers of Tenant relating to any such assignment or
subletting, and Landlord shall have the right to make copies thereof. The profit
due Landlord shall be paid to Landlord within 10 days of receipt by Tenant of
all payments made from time to time by the assignee or subtenant.


                                      -14-
<PAGE>   17
Any change in the ownership of Tenant, by sale, assignment, operation of law or
otherwise, resulting in a change in the present control of such corporation,
shall be deemed to be an assignment within the meaning of this Section .

No subletting or assignment shall release or discharge Tenant of or from any
liability, whether past, present or future, under this Lease, and Tenant shall
continue fully liable. Any subtenant or assignee shall agree in a form
satisfactory to Landlord to comply with and be bound by all provisions of this
Lease to the extent of the space sublet or assigned. Tenant shall deliver such
agreement to Landlord promptly after execution, together with an executed copy
of each such sublease or assignment. Tenant shall pay to Landlord, on demand,
all reasonable costs incurred by Landlord (including fees paid to consultants
and attorneys) in connection with any request by Tenant for Landlord to consent
to any assignment or subletting by Tenant. Any sale, assignment, mortgage,
transfer, or subletting of this Lease not in compliance with this Section shall
be void.

25.  Notice.

All notices, demands, approvals and consents which may or are required to be
given by one party to the other under this Lease shall be in writing and shall
be delivered personally or by a nationally-recognized air courier service or
mailed by United States certified mail, postage prepaid, (a) if for the Tenant,
addressed to the Tenant at the Premises or at such other place as Tenant may
from time to time designate by notice to Landlord, or (b) if for the Landlord,
addressed to:

     WHIOP Real Estate Limited Partnership
     Attn:  John F. Markey
     Senior Vice President-East
     c/o WCB Properties
     3400 Park Lane
     Pittsburgh, PA 15275

     With a copy to:

     COMPASS Management and Leasing, Inc.
     600 So Hwy 169, Suite 1585
     St. Louis Park, MN 55426

or at such other place as Landlord may from time to time designate by notice to
Tenant. Mailed notices shall be deemed given upon posting in the United States
mails.

26.  Conveyance by Landlord.

If Landlord or any successor owner of the Premises shall convey or otherwise
transfer the Premises to another party, the other party shall become Landlord
under this Lease and shall assume all liabilities and obligations of this Lease
to be performed by Landlord which first arise after the date of conveyance or
transfer, and the conveying or transferring


                                      -15-
<PAGE>   18
Landlord shall, from and after the date of conveyance, be free of all
liabilities and obligations relating to the period after said date.

27.  Subordination of Lease.

The rights of the Tenant under this Lease shall be and are subject and
subordinate at all times to all ground leases and underlying leases, if any, now
or hereafter in force against the Property, and to the lien of any mortgages now
or hereafter in force against such leases, the Land or the Building, or all of
them, and to all advances made or hereafter to be made, and to all renewals,
modifications, amendments, consolidations, replacements and extensions thereof.
This Section is self-operative and no further instrument of subordination shall
be required. Any mortgagee may, however, elect to have this Lease be superior to
its mortgage. At Landlord's request, Tenant shall execute a document in
recordable form confirming that this Lease is subordinate (or at the mortgagee's
election, superior) to any mortgage. Tenant hereby irrevocably appoints Landlord
as attorney-in-fact for Tenant with full power and authority to execute and
deliver in the name of Tenant any such documents. Tenant, at the option of any
mortgagee, agrees to attorn to such mortgagee in the event of a foreclosure sale
or deed in lieu thereof.

28.  Brokers.

Tenant represents and warrants to Landlord that neither it nor its officers or
agents nor anyone acting on its behalf has dealt with any real estate broker
other than COMPASS Management and Leasing, Inc. in the negotiation or making of
this Lease, and Tenant agrees to indemnify and hold harmless Landlord from the
claim or claims of any other broker or brokers claiming to have interested
Tenant in the Building or Premises or claiming to have caused Tenant to enter
into this Lease.

29.  Security Deposit.


                                      -16-
<PAGE>   19
30.      Miscellaneous.

         (a)  All rights and remedies of Landlord under this Lease shall be
cumulative and none shall exclude any other rights and remedies allowed by law.


         (b)  All payments due from Tenant shall be considered as rent, and if
not paid when due shall bear interest from such date until paid at the rate of
2% per annum in excess of the corporate base rate in effect from time to time at
The First National Bank of Chicago (unless a lesser rate shall then be the
maximum rate permissible by law with respect thereto, in which event such lesser
rate shall be charged).


         (c)  The word "Tenant" means Tenants in all cases where there is more
than one Tenant, and the necessary grammatical changes are deemed made to apply
either to corporations, partnerships or individuals, men or women.

         (d)  Each of the provisions of this Lease shall extend to and shall, as
the case may require, bind or inure to the benefit, not only of Landlord and of
Tenant, but also of their respective heirs, legal representatives, successors
and assigns, provided this clause shall not permit any assignment contrary to
Section 24.

         (e)  All of the representations and obligations of Landlord are
contained herein, and no modification, waiver or amendment of this Lease or of
any of its conditions or provisions shall be binding upon the Landlord unless in
writing signed by Landlord or by a duly authorized agent of Landlord empowered
by a written authority signed by Landlord.

         (f)  Submission of this instrument for examination shall not bind
Landlord in any manner, and no lease or obligation on Landlord shall arise until
this instrument is signed and delivered by Landlord and Tenant.

         (g)  No rights to light or air over any property, whether belonging to
Landlord or any other person, are granted to Tenant by this Lease.

         (h)  Sectional headings in this Lease are solely for convenience of
reference and shall not in any way limit or amplify the terms and provisions
hereof.

         (i)  The laws of the State of Minnesota shall govern the validity,
performance and enforcement of this Lease. The invalidity or unenforceability of
any provision of this Lease shall not offset or impair any other provision. If
any provision of this Lease is capable of two constructions, one of which would
render the provision invalid and the other of which would make the provision
valid, then the provision shall have the meaning which renders it valid.

         (j)  Nothing contained in this Lease shall be deemed or construed to
create any relationship between Landlord and Tenant other than the relationship
of landlord and tenant.

         (k)  Landlord shall have the right to apply payments received from
Tenant pursuant to this Lease (regardless of Tenant's designation of such
payments) to satisfy any


                                      -17-
<PAGE>   20
obligations of Tenant hereunder, in such order and amounts, as Landlord in its
sole discretion, may elect.

         (l)  All indemnities, covenants and agreements of Tenant contained
herein which inure to the benefit of Landlord shall be construed to also inure
to the benefit of Landlord's officers, shareholders, directors, partners, agents
and employees.

31.      Exculpation.

         Any obligation of Landlord, or its agent, under or with respect to this
Lease or the Building shall be enforceable only against and payable out of
Landlord's interest in the Building and Land. Neither Tenant nor any other
person shall have or may assert any right, recourse or remedy to or against
Landlord or its agent or any assets of Landlord, except to the extent (if any)
of their respective interests in the Building and Land. No officer, shareholder,
director, employee, partner, trustee or beneficiary of Landlord or its agent
assumes or shall have any personal liability of any kind whatsoever under this
Lease.

                   LANDLORD:

                   WHIOP Real Estate Limited Partnership
                   By:   WHIOP Gen-Par, Inc.,
                         a Delaware limited partnership


                   By:  /s/ John F. Markey
                      ----------------------------------------------------------

                            John F. Markey
                   -------------------------------------------------------------

                            Senior Vice President-East
                   -------------------------------------------------------------



                   TENANT:

                   DataWorks Corporation

                   By:  /s/ Robert W. Brandel
                      ----------------------------------------------------------

                            Robert W. Brandel
                   -------------------------------------------------------------
                            Vice President & General Manager
                   -------------------------------------------------------------


                   By:  /s/ Norman R. Farquhar
                      ----------------------------------------------------------

                    Norman R. Farquhar
                   -------------------------------------------------------------
                    Executive Vice President, Chief Financial Officer & Director
                   -------------------------------------------------------------


                                      -18-
<PAGE>   21
                            RIDER TO LEASE AGREEMENT


         THIS RIDER to Lease Agreement is attached to and forms a part of that
certain Lease dated January 16, 1997, by and between WHIOP REAL ESTATE LIMITED
PARTNERSHIP, a Delaware limited partnership, as Landlord ("Landlord") and
DATAWORKS CORPORATION, a California corporation, as Tenant ("Tenant"), as the
same shall modify, amend, supplement or alter the terms and provisions of said
Lease Agreement and by these presents shall be incorporated therein by reference
and form a part thereof for all purposes.

         In consideration of the Premises, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto further mutually agree as follows:

Expansion

         Landlord will give Tenant written notice of the availability of any
portion of the space in the drawing attached hereto as Exhibit I & II prior to
the date when that space (the "Offer Space") is available to Landlord for
leasing and the party in possession of the Offer Space has no desire to remain
in possession. The notice will state the Base Rent for the Offer Space. Tenant
will have the right to lease the Offer space under this Section if:

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

         (b)  Other tenants in the Building with present or future rights to
lease the Offer Space have no desire to lease it.

         (c)  Tenant delivers to Landlord written notice exercising its right to
lease the Offer Space within 10 business days of receipt of Landlord's notice.

         If Tenant fails to exercise its right to lease the Offer Space, Tenant
will have no further right to lease the Offer Space under this Section .

         A lease of space under this Section will contain the following:

         (1)  Base Rent will be the amount stated in Landlord's notice.

         (2) Taxes and Operating Expenses will be determined in the manner set
         out in Landlord's then-current standard form of lease for the Building.
<PAGE>   22
         (3) The commencement date for the lease will be the later of the date
         the Offer Space becomes available to Landlord for occupancy or 30 days
         after notice from Landlord that the Offer Space is available.

         (4) The Term will end on the expiration or earlier termination of this
         Lease, subject to any renewal option contained in this Lease.

         (5) Tenant will take the space in an "As-Is" condition with all
         improvements to be Tenant's responsibility at Tenant's cost.

         (6) All other terms and conditions will be the same as contained in
         this Lease, except that there will be no rent concessions, inducements,
         allowances, or similar provisions applicable to the Offer Space.


         IN WITNESS WHEREOF, Landlord and Tenant respectively have executed this
Rider to Lease Agreement this 16 day of Jan, 1997.


LANDLORD:
                             WHIOP Real Estate Limited Partnership
                             By:   WHIOP Gen-Par, Inc.
                                   a Delaware corporation, general partner


                             By: /s/ John F. Markey
                                ------------------------------------------------

                                       John F. Markey
                             ---------------------------------------------------

                                       Senior Vice President-East
                                ------------------------------------------------



TENANT:                      DataWorks Corporation


                             By: /s/ Robert W. Brandel
                                ------------------------------------------------

                                Robert W. Brandel
                             ---------------------------------------------------
                             (Print Name)

                                V.P. & General Manager
                             ---------------------------------------------------
                             Title
<PAGE>   23
                                   EXHIBIT B

                          DESCRIPTION OF LAND ON WHICH
                    INTERCHANGE TOWER AND INTERCHANGE SOUTH
                                  ARE LOCATED

                 Legal Description for Interchange Tower/South

Parcel 1:

Lot 2, Block 7, Shelard Park, AND that part of Lot 1, Block 7, Shelard Park,
lying Easterly of a line drawn from a point on the North line of said lot
distance 64.51 feet Westerly of the Northeast corner of said Lot to a point on
the South line of said Lot distant 68.97 feet Westerly of the Southeast corner
of said Lot, according to the plat of Shelard Park on file and of record in the
office of the Register of Deeds in and for said County and State.

Parcel 2:

Reciprocal easement in favor of Parcel 1 for pedestrian passageway and arcade
over that part of Lot 3, Block 7, Shelard Park described as follows: Commencing
at the Northeast corner of Lot 2, Block 7, Shelard Park, thence on an assumed
bearing of North 88 degrees, 6 minutes West along the North line of Lot 2 a
distance of 180.24 feet to the point of beginning of the parcel of land to be
described; thence North 46 degrees 54 minutes East a distance of 61.46 feet;
thence North 1 degree 54 minutes East a distance of 40.43 feet; thence North 88
degrees 6 minutes West a distance of 12.17 feet; thence South 1 degree 54
minutes West a distance of 33.71 feet; thence South 46 degrees 54 minutes West a
distance of 70.97 feet more or less to the North line of Lot 2, thence Easterly
to the point of beginning, as set forth in Document No.4071903.

Parcel 3:

An easement in favor of Parcel 1 for driveway purposes over that part of lot 4,
Block 7, Shelard Park, lying Northerly of a line run from a point on the
Northwesterly line of Lot 4, distant 110 feet Southwesterly from the most
Northerly corner of said Lot 4, to a point on the Easterly line of said Lot 4,
distant 105 feet Southerly from the most Northerly corner of said Lot 4, and
lying Southerly of a line run from a point on the Northwesterly line of Lot 4,
distant 69 feet Southwesterly from the most Northerly corner of said Lot 4, to a
point on the Easterly line of said Lot 4, distant 66 feet Southerly from the
most Northerly corner of said Lot 4, as set forth in Document No.4070549.

Parcel 4:

An easement in favor of Parcel 132 feet in width for driveway purposes running
in an east and west direction across Lot 4, Block 7, Shelard Park, the Southerly
line of said easement runs from a point on the Northwesterly line of lot 4,
distant 515.2 feet Southwesterly from


                                      B-1
<PAGE>   24
the most Northerly corner of said Lot 4, to a point on the Easterly line of said
Lot 4, distant 418.5 feet Southerly from the most Northerly corner of said Lot
4, as set forth in Document No.4070550.

Parcel 5:

Easement in favor of Parcel 1 for purposes of construction and maintenance of a
pedestrian concourse building over the following described premises.

That part of the utility and drainage easement on Lots 2 and 3, Block 7, Shelard
Park lying within the following described parcel:

Commencing at the Northeast corner of Lot 2, Block 7, Shelard Park, thence on an
assumed bearing of North 88 degrees 6 minutes West along the North line of Lot 2
a distance of 180.24 feet to the point of beginning of the parcel of land to be
described; thence North 46 degrees 54 minutes East a distance of 11 feet; thence
North 88 degrees 6 minutes West a distance of 18.89 feet; thence South 46
degrees 54 minutes West a distance of 22 feet; thence South 88 degrees 6 minutes
east a distance of 18.89 feet; thence North 46 degrees 54 minutes East a
distance of 11 feet more or less to the point of beginning, except that portion
lying below the bottom of the footings of said buildings constructed above said
easement, as set forth in Document No. 4079834.

Parcel 6:

Lot 3, Block 7, Shelard Park.

Parcel 7:

Reciprocal easement in favor of Parcel 6 for pedestrian passageway and arcade
over that part of Lot 2, Block 7, Shelard Park described as follows: Commencing
at the Northeast corner of Lot 2, Block 7, Shelard Park, thence on an assumed
bearing of North 88 degrees 6 minutes West along the North line of Lot 2 a
distance of 180.24 feet to the point of beginning of the parcel of land to be
described; thence South 46 degrees 54 minutes West a distance of 61.39 feet;
thence South 1 degree 54 minutes West a distance of 28.29 feet; thence North 88
degrees 6 minutes West a distance of 30.19 feet; thence South 46 degrees 54
minutes West a distance of 31.11 feet; thence North 43 degrees 6 minutes West a
distance of 12.00 feet; thence North 46 degrees 54 minutes East a distance of
120.50 feet more or less to the North line of Lot 2, thence Easterly to the
point of beginning.

Parcel 8:

Easement in favor of Parcel 6 for purposes of construction and maintenance of a
pedestrian concourse building over the following described premises:


                                      B-2
<PAGE>   25
That part of the utility and drainage easement on Lots 2 and 3, Block 7, Shelard
Park lying within the following described parcel:

Commencing at the Northeast corner of Lot 2, Block 7, Shelard Park, thence on an
assumed bearing of North 88 degrees 6 minutes West along the North line of Lot 2
a distance of 180.24 feet to the point of beginning of the parcel of land to be
described; thence North 46 degrees 54 minutes East a distance of 11 feet; thence
North 88 degrees 6 minutes West a distance of 18.89 feet; thence South 46
degrees 54 minutes West a distance of 22 feet; thence South 88 degrees 6 minutes
East a distance of 18.89 feet; thence North 46 degrees 54 minutes East a
distance of 11 feet more or less to the point of beginning, except that portion
lying below the bottom of the footings of said buildings constructed above said
easement, as set forth in Document No. 4079834.


                                      B-3
<PAGE>   26
                                   EXHIBIT C

                             RULES AND REGULATIONS


         To the extent that there is any inconsistency between the provisions of
the Lease and these Rules and Regulations, the provisions of the Lease shall
control. For purposes of these Rules and Regulations, the term Tenant means
Tenant and the employees, agents, visitors or licensees of Tenant.

(1)  The sidewalks, walks, entries, corridors, concourses, ramps, staircases,
escalators and elevators shall not be obstructed or used by Tenant for any
purpose other than ingress and egress to and from the Premises. No bicycle or
motorcycle shall be brought into the Building or kept on the Premises without
the consent of Landlord.

(2)  No freight, furniture or bulky matter will be received into the Building or
carried into the elevators except as may be approved by Landlord. Any hand
trucks, carryalls, or similar appliances used for the delivery or receipt of
merchandise or equipment shall be equipped with rubber tires, side guards and
such other safeguards as Landlord shall require.

(3)  Tenant shall not at any time place, leave or discard any rubbish, paper,
articles, or objects of any kind outside the doors of the Premises or in the
corridors or passageways of the Building. No animals or birds shall be brought
or kept in or about the Building except seeing-eye dogs.

(4)  Tenant shall not place, or cause or allow to be placed, any sign or
lettering in the windows of the Premises. Tenant shall not place any sign or
lettering in or about the Premises on multi-tenant floors which are visible from
public lobbies or corridors except in and at such places as may be designated by
Landlord and consented to by Landlord in writing. All lettering and graphics on
corridor doors on multi-tenant floors shall conform to the standard prescribed
by Landlord.

(5)  Canvassing, soliciting or peddling in the Building is prohibited and Tenant
shall cooperate to prevent same.

(6)  Any person in the Building will be subject to identification by employees
and agents of Landlord. All persons in leaving or entering the Building shall be
required to comply with the security policies of the Building. Tenant shall keep
doors to unattended areas locked and shall otherwise exercise reasonable
precautions to protect property from theft, loss, or damage. Landlord shall not
be responsible for the theft, loss, or damage of any property.

(7)  Tenant shall not do any cooking (other than microwave heating of food for
employees) or conduct any restaurant, luncheonette, automat, or cafeteria for
the sale of



                                      C-1
<PAGE>   27
food, or permit the delivery of any food or beverage to the Premises, except by
such persons delivering the same as shall be approved by Landlord and only under
regulations fixed by Landlord.

(8)  Tenant shall not without Landlord's prior written approval bring or permit
to be brought or kept in or on the Premises any flammable, combustible,
corrosive, caustic, poisonous, or explosive substance, or cause or permit any
odors to permeate in or emanate from the Premises.

(9)  No additional locks or bolts of any kind shall be placed on any door in the
Building or the Premises and no lock on any door therein shall be changed or
altered in any respect without the consent of Landlord. Any additional locks or
bolts shall be consistent with Landlord's security system in the Building. If
Landlord permits Tenant to have additional locks, Tenant shall furnish Landlord
the keys and combinations of such locks. Landlord shall furnish two keys for
each lock on exterior doors to the Premises and shall, on Tenant's request and
at Tenant's expense, provide additional duplicate keys. All keys shall be
returned to Landlord upon termination of the Lease. Landlord may at all times
keep a pass key to the Premises. All entrance doors to the Premises shall be
left closed at all times, and left locked when the Premises are not in use.

(10) Tenant shall give immediate notice to Landlord in case of theft,
unauthorized solicitation, or accident in the Premises or in the Building or of
defects therein or in any fixtures or equipment, or of any known emergency in
the Building.


(11) The requirements of Tenant will be attended to only upon application at the
office of Landlord in the Building. Employees of Landlord shall not perform any
work or do anything outside of their regular duties, unless under special
instructions from the office of Landlord.

(12) No awnings, draperies, shutters, or other interior or exterior window
coverings that are visible from the exterior of the Building or from the
exterior of the Premises within the Building may be installed by Tenant except
as otherwise provided for therein.

(13) Tenant shall not make excessive noises, cause disturbances or vibrations or
use or operate any electrical or mechanical devices that emit excessive sound or
other waves or disturbances or create obnoxious odors, any of which may be
offensive to the other tenants and occupants of the Building, and shall not
place or install any projections, antennas, aerials or similar devices inside or
outside of the Premises or on the Building other than in accordance with a
written agreement of Landlord and Tenant.

(14) The water and wash closets, drinking fountains and other plumbing fixtures
shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, coffee grounds or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
by Tenant shall be borne by Tenant. No person shall waste water by interfering
or tampering with the faucets or otherwise.


                                      C-2
<PAGE>   28
(15) Tenant shall, when using the parking facilities in and around the Building,
observe and obey all signs regarding fire lanes and no parking zones, and when
parking always park between the designated lines. Landlord reserves the right to
tow away, at the expense of the owner, any vehicle which is improperly parked or
parked in a no parking zone. All vehicles shall be parked at the sole risk of
the owner, and Landlord assumes no responsibility for any damage to or loss of
vehicles.

(16) Landlord shall have the right to prohibit any advertising by Tenant which,
in Landlord's opinion, tends to impair the reputation of the Building or its
desirability for offices, and, upon written notice from Landlord, Tenant will
refrain from or discontinue such advertising. In no event shall Tenant, without
the prior written consent of Landlord, use the name of the Building or use
pictures or illustrations of the Building.

(17) Tenant shall not mark, paint, drill into, or in any way deface any part of
the Building or Premises. No coring, boring, driving of nails or screws,
cutting, or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as Landlord may direct. Tenant shall not install any
resilient tile or similar floor covering in the Premises except with the prior
approval of Landlord.

(18) Tenant shall not use the Premises or permit the Premises to be used for
photographic, multilith or multigraph reproductions, except in connection with
its own business and not as a service for others, without Landlord's prior
permission.

(19) Tenant shall not use or permit any portion of the Premises to be used as an
office for a public stenographer or typist, offset printing, the sale of liquor
or tobacco, a barber or manicure shop, an employment bureau, a labor union
office, a doctor's or dentist's office, a dance or music studio, any type of
school, or for any use other than those specifically granted in this Lease.

(20) Tenant shall not advertise for laborers giving the Premises as an address,
nor pay such laborers at a location in the Premises.

(21) Tenant shall at all times keep the Premises neat and orderly.


(22) All telegraph, telephone, and electric connections which Tenant may
desire shall be first approved by Landlord in writing, by contractors approved
by Landlord and subject to the direction of Landlord. Landlord reserves the
right to control access to telephone cabinets and limit access to vendors or
contractors specified by Landlord. Tenant shall pay all costs in connection with
installation of telephone cables and related wiring in the Premises, including,
without limitation, any hook-up, access and maintenance fees. Upon expiration of
the Term hereof, by lapse of time or otherwise, Tenant shall, if requested by
Landlord, remove all telephone cables and related wiring installed by Tenant for
and during Tenant's occupancy.


                                      C-3
<PAGE>   29
                                   EXHIBIT D


THIS RIDER is attached to and forms a part of a certain lease dated January 16,
1997, between WHIOP Real Estate Limited Partnership, as Landlord, and DataWorks
Corporation, as Tenant.

         Work to be Done in the Premises.


Landlord shall provide the Tenant a leasehold improvement allowance of
$35,000.00 to be used to remodel and redecorate the Premises in accordance with
Paragraph 9 of the Lease (Alteration). Tenant shall use the funds by no later
than July 31, 1998.

In addition, Landlord shall ensure that the office furniture system currently in
place in Suite 1701, Interchange Tower, shall be conveyed at no cost to the
Tenant.


In the event Tenant fails to deliver its plans within the time required below or
in the event that Tenant modifies or changes its plans thereafter, then it shall
be conclusively presumed that delivery of the Premises was delayed by the amount
of time equivalent to such delay in delivery, of plans or by the amount of time
requited to make revised plans, correct work and otherwise make the changes
required by Tenant and in this event Tenant shall pay to Landlord all its costs
for such changes and a sum equal to the base annual rent for the period of such
delay.

If the Tenant desires alterations and improvements in excess of or other than
the work heretofore provided for in this section ("Tenant's Additional Work"),
the Landlord shall do the same at the Tenant's expense, provided the work shall
be approved by the Landlord, which approval shall not be unreasonably withheld,
and further provided that no part of the work shall be of a character which will
require changes outside the Premises or will adversely affect the legality of
the use of the Building at the cost of fire insurance for the Building.

The Tenant shall reimburse the Landlord from time to time on demand for the
cost of Tenant's Additional Work, including the cost of architectural or
engineering services required to coordinate Tenant's Additional Work with the
Landlord's Work. Costs as used herein shall include all bona tide charges to
Landlord either from a general contractor or from suppliers, materialmen,
laborers or other contractors for material, labor, contractor's charges and
other out-of-pocket costs plus 15% for overhead and profit, other expenses and
contingencies. Any amount for which the Tenant fails to reimburse the Landlord
on demand shall be considered Additional Rent hereunder, and may be added to any
installation of Rent thereafter becoming due, and the Landlord shall have the
same remedies for a default in such reimbursement as for a default in the
payment of Rent.

In order to permit integration with other work being done by the Landlord in the
Premises and the Building without causing any delays in such work, the Tenant
shall furnish the Landlord with the Tenant's drawings not later than N/A and
color selections not later than N/A for any work to be done pursuant to this
Section .
<PAGE>   30
                          TENANT ESTOPPEL CERTIFICATE


To:    CS First Boston Mortgage Capital Corp., its successors and/or assigns
       WHIOP Real Estate Limited Partnership, its successors and/or assigns

Re:    Interchange Office Park
       600 South Highway 169
       St. Louis Park, MN 55426
       Lease Date: January 16, 1997
       Between: WHIOP Real Estate Limited Partnership, a Delaware limited
                partnership,
       as Landlord, and
       DataWorks Corporation, as Tenant
       Square Footage Leased: 28,942
       Suite Number: 1701 and 2000

Gentlemen:

       The undersigned ("TENANT") understands that CS First Boston Mortgage
Capital Corp., a Delaware corporation ("LENDER"), is about to make a loan (the
"LOAN") to WHIOP Real Estate Limited Partnership, a Delaware limited partnership
("LANDLORD"), which Loan is to be secured by a mortgage encumbering the
above-referenced property (the "PROPERTY") and the leases, rents and profits
thereof. Landlord has requested the undersigned to deliver this Tenant Estoppel
Certificate to Lender. The undersigned, as tenant under the above-referenced
lease (the "LEASE"), hereby certifies to Landlord and to Lender, its successors
and assigns, as of the date hereof as follows:

       1.    The Lease is in full force and effect. Landlord and Tenant have not
entered into any other agreements that have modified, supplemented or amended in
any way the terms and provisions of the Lease, except as follows: None.

The Lease, as amended (if amended), represents the entire agreement between the
parties as to the above-referenced demised premises (the "DEMISED PREMISES").

       2.    The monthly rental currently being paid for the Demised Premises
is as follows:

<TABLE>
<S>                                                          <C>
       base rent                                             $50,650.00
       in excess of base year common area charges            $ 1,182.00
       in excess of base year real estate taxes              $   289.00
       other (   _________)                                  $        0
</TABLE>

Tenant has paid all rent for the Demised Premises up to and including
______________, 199__.

       3.    Tenant's security deposit under the Lease is $00.00 (the "SECURITY
DEPOSIT"). Except for the Security Deposit, Tenant has no claim against Landlord
for any deposits or other security.


                                       1
<PAGE>   31
         4.  In accordance with Paragraph 3 of the Lease, the base year common
area charges and real estate taxes, as defined in the Lease, are:

<TABLE>
<S>                              <C>
         Operating Expenses      $5.17
         Property Taxes          $2.97
</TABLE>

         5.  The commencement date of the Lease was February 1, 1997 for Suite
1701 portion and April 1, 1997 for entire space, the Lease terminates on March
31, 2002, and Tenant has the following renewal or extension options: None

         6.  All work to be performed for Tenant under the Lease has been
performed as required and has been accepted by Tenant; and any payments, free
rent, partial rent, rebate of rent or other payments, credits, allowances or
abatements required to be given by Landlord to Tenant have been received by
Tenant, except (if none, state none):

         7.  No default on the part of Landlord or Tenant exists under the
Lease. To the best of Tenant's knowledge, no event that with the giving of
notice or the passage of time, or both, would constitute a default by Landlord
or Tenant, or their assignees, under the Lease has occurred. Tenant has no
offset, defense, deduction or claim against Landlord.

         8.  Tenant has not assigned, sublet or transferred its interest in the
Lease and/or the Demised Premises, or any part thereof, except as follows:
None..

         9.  Tenant is in possession of the Demised Premises and no one other
than Tenant and its employees occupies the Demised Premises, unless assigned or
sublet as noted in Paragraph 8 above.

         10. Tenant has no right or option to expand the Demised Premises, to
lease additional space at the Property, to relocate to different space or any
right of first refusal to lease additional space at the Property, other than the
following: Expansion rights to Suite 1700, 1750 and 1200.

         11. Tenant has no option or right pursuant to the Lease or otherwise to
purchase the Property of which the Demised Premises are a part, or any part
thereof.

         12. Neither the Lease nor any obligations of Tenant thereunder have
been guaranteed by any person or entity, except as follows: None.

         13. No bankruptcy or insolvency proceedings are pending by or against
Tenant.

         14. There is no outstanding material dispute of any nature between
Tenant and Landlord in respect of the Lease.

         15. Tenant acknowledges and consents to Landlord's assignment of the
Lease and the rents to be paid thereunder to Lender and recognizes that Lender
would not make the Loan to Landlord but for the execution by Tenant of this
Tenant Estoppel Certificate.


                                       2
<PAGE>   32
         The statements contained herein may be relied upon by Lender and
Lender's successors and assigns.

         The undersigned person is duly authorized to execute this Tenant
Estoppel Certificate. In addition, if Tenant is a corporation, the undersigned
person is a duly appointed officer of Tenant and is the incumbent in the office
indicated under his name.

         DATED this 9 day of March, 1997.

                                       TENANT:

                                       DataWorks Corporation

                                       By: /s/ Robert W. Brandel
                                          --------------------------------------
                                              Name
                                         Exec. VP & C.O.O.
                                       -----------------------------------------
                                              Title


                                       3
<PAGE>   33
                                                                   TENANT'S copy
                                 STORAGE LEASE


         This Lease is entered into as of February 25, 1997, between WHIOP REAL
ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and
DATAWORKS CORPORATION, a California corporation ("Tenant").

1.       Definitions. In this lease:

         (a)      "Building" means the building at 600 South Highway 169, St.
                  Louis Park, Minnesota, commonly known as Interchange Tower,
                  located on the land described in the Office Lease defined
                  below.

         (b)      "Office Lease" means the Lease Agreement between Landlord and
                  Tenant dated January 16, 1997 covering certain office space in
                  the Building.

         (c)      "Rent" means $506.00 each calendar month.

         (d)      "Storage Space" means approximately 675 square feet of space
                  referred to as Storage Space No. 2130, on the 21st floor level
                  of the Building as crosshatched on the attached Exhibit A.

         (e)      "Term" means the period from April 1, 1997 to and including
                  March 31, 2002, or the date of termination of the Office
                  Lease, if earlier.

2.       Lease of Space. Landlord leases the Storage Space to Tenant, and Tenant
accepts and leases the Storage Space from Landlord, for the Term, under the
terms and conditions of this Lease.

3.       Rent. Tenant will pay the Rent to Landlord monthly in advance at the
time and in the manner provided for rental payments under the Office Lease.

4.       Additional Terms. All provisions of the Office Lease will be deemed to
be a part of this Lease and will apply to the Storage Space in the same manner
as such provisions apply to the Premises defined in the Office Lease except for
any provisions of the Office Lease regarding free rent, improvement allowances,
moving allowances, options to renew, options to expand, or similar concessions,
and except in the following provisions of the Office Lease:

         Section 2   (Rent)
         Section 5   (Services - This will include only heat, lighting and
                     taxes on the Storage Space)
         Section 4   (Use of Premises)
         Section 29  (Security Deposit)
<PAGE>   34
Storage Lease

5.       Use. The Storage Space may be used for general storage and for no other
purposes. No perishable or hazardous products may be stored in the Storage Space
and Tenant will permit no noxious or objectionable vapors or odors to emanate
from the Storage Space. Tenant will comply with all laws, ordinances and
regulations of any governmental authority or insurer for the Building, and will
not store anything in the Storage Space which will conflict with Landlord's
insurance policies or result in increased premiums. Tenant will not overload any
floor, wall, hallway, or elevator, in the Storage Space or elsewhere in the
Building. Tenant will keep the Storage Space in a neat, clean, orderly and safe
condition.

6.       Services. Landlord will have no obligation to supply janitor service or
any utilities other than existing electric lighting and heat appropriate for
storage areas.

7.       Risk of Loss or Damage. All property located in the Storage Space will
be there at Tenant's risk. Landlord will not be liable for any damage, theft,
misappropriation, or any other loss of or damage to such property. and Tenant
will be fully responsible for its own security in the Storage Space.

Landlord and Tenant have executed this Lease to be effective as of the date
stated in the first paragraph.

Tenant:                                Landlord:

DataWorks Corporation                  WHIOP Real Estate Limited Partnership
                                       By:   COMPASS Management and
                                             Leasing, Inc., Its Managing Agent


By: /s/ Robert W. Brandel              By:  /s/ Douglas L. Johnson
    ------------------------------        --------------------------------------
                                                Douglas L. Johnson

Its: Executive Vice President          Its:  General Manager
     & Chief Operating Officer             -------------------------------------
    ------------------------------
    (Title)


<PAGE>   35
                                   EXHIBIT I



                      [FLOOR PLAN SIXTH-NINETEENTH FLOOR]




Suite 1750                              Suite 1700
Charles M. Cook, Co.                    ISI Systems
1,877 rentable square feet              8,929 rentable square feet
Lease Expiration 11-30-97               Lease Expiration 2-29-00

                        ISI System
                        - one 5 year option to renew
                        - right to expand into Suite 1750

INTERCHANGE TOWER - TYPICAL FLOOR (SIXTH - NINETEENTH)
------------------------------------------------------------------------NORTH>
600 HWY 169, MPLS, MN 55426
[PLANSPACE LOGO]                                                 17 MARCH, 1995
<PAGE>   36
                                   EXHIBIT II



                           [FLOOR PLAN TWELFTH FLOOR]




                            Suite 1200
                            Fireman's Fund Insurance
                            17,859 rentable square feet
                            Lease Expiration 5-31-99

INTERCHANGE TOWER - TWELFTH FLOOR
------------------------------------------------------------------------NORTH>
600 HWY 169, MPLS, MN 55426
[PLANSPACE LOGO]                                                 17 MARCH, 1995
<PAGE>   37
                                  EXHIBIT A-1



                          [FLOOR PLAN TWENTIETH FLOOR]




                          Suite 2000
                          21,889 rentable square feet

INTERCHANGE TOWER - TWENTIETH FLOOR
------------------------------------------------------------------------NORTH>
600 HWY 169, MPLS, MN 55426
[PLANSPACE LOGO]                                                 17 MARCH, 1995



<PAGE>   38
                                  EXHIBIT A-2



                     [FLOOR PLAN SIXTH - NINETEENTH FLOOR]




                           Suite 1701
                           7,053 rentable square feet

INTERCHANGE TOWER - TYPICAL FLOOR (SIXTH - NINETEENTH)
------------------------------------------------------------------------NORTH>
600 HWY 169, MPLS, MN 55426
[PLANSPACE LOGO]                                                 17 MARCH, 1995



<PAGE>   39
                                   EXHIBIT A



                        [FLOOR PLAN TWENTY-FIRST FLOOR]




                             Suite 2130
                             675 usable square feet

INTERCHANGE TOWER - TWENTY-FIRST FLOOR
------------------------------------------------------------------------NORTH>
600 HWY 169, MPLS, MN 55426
[PLANSPACE LOGO]                                                7 FEBRUARY, 1996