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                                                                  EXHIBIT 10.3

                               SECOND AMENDMENT
                              TO LEASE AGREEMENT

    THIS SECOND AMENDMENT TO LEASE AGREEMENT, made and entered into this 6th 
of December 1996, by and between Kraus-Anderson-Registration Mark- 
Incorporated, a Minnesota corporation, (hereinafter referred to as 
"Landlord") and Hanlon Manufacturing Company, a Minnesota corporation 
(hereinafter referred to as "Tenant");

    WITNESSETH THAT:

    A.   Landlord is leasing to Tenant and Tenant is leasing from Landlord 
certain premises commonly known as 607 and 609A West Travelers Trail, 
Burnsville, MN, and located in Gateway Business Park, Phase 1 (the 
"Complex"), Suite 113 and 114A, as shown crosshatched in green upon Exhibit A 
attached (the "Original Leased Premises"), pursuant to written lease 
agreement dated March 1, 1994, and as amended by First Amendment to Lease 
dated January 18, 1996 (collectively referred to as the "Lease"); and

    B.   WHEREAS, Landlord and Tenant desire to amend the Lease to provide 
that Tenant's space will be increased by an additional eight thousand one 
hundred ninety seven (8,197) square feet of space adjacent to Tenant's 
current leased space, as shown crosshatched in yellow on the attached Exhibit 
A (the "Additional Premises"); and

    C.   WHEREAS, the parties hereto now desire to extend the term of the 
Lease by a period of six (6) months and to amend certain other provisions 
thereof;

    NOW THEREFORE, in consideration of the mutual agreements herein 
contained, and for other good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties hereby amend the 
Lease and agree as follows:

1.  ARTICLE 1, SECTION 2 - TERM: The term of the Lease is hereby extended for 
an additional period of six (6) months, to commence on July 1, 1997 and to 
expire on December 31, 1997.

2.  ARTICLE 1, SECTION 1 - PREMISES:

    a.) Subject to the terms and conditions hereof, Landlord hereby leases the
    Additional Premises to Tenant and Tenant leases said premises from
    Landlord.

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    b.) Effective beginning on December 1, 1996 and extending through the
    extended Lease expiration date of December 31, 1997, the term "Leased
    Premises", as used in the Lease, shall mean the Original Leased Premises
    PLUS the Additional Premises, together consisting of approximately 12,895
    total square feet.

3.  ARTICLE 3. SECTION 1 ANNUAL BASE RENT:

    Beginning on December 1, 1996, the fixed annual base rent for the Original
    Leased Premises and the Additional Premises shall be payable as follows:

    Rental Period:             Initial         Annual Rent        Monthly Rent
    ---------------            -------         -----------        ------------
    12/01/96 - 06/30/97       [Initial]        $100,610.88          $8,384.24
    07/01/97 - 12/31/97       [Initial]        $109,781.76          $9,148.48

4.  ADDITIONAL RENT:

    a.)  Tenant's "proportionate share" as that phrase is used in Article 1,
    Section 1 of the Lease, shall be increased from 9.40% of the Complex to
    24.79% of the Complex, beginning on December 1, 1996 and continuing through
    the balance of the remaining lease term, ending on December 31, 1997.

    b.)  Tenant shall be required to pay for costs for all utility services for
    the Additional Premises beginning on December 1, 1996 and continuing
    throughout the expiration date of December 31, 1997.


5.  TENANT'S CONSTRUCTION: The Tenant shall accept the Additional Premises in
    an "as is" condition and Tenant agrees to be responsible for any leasehold
    improvements at the Additional Premises; All construction shall meet fire
    and safety standards and all other City, State and Federal building codes;
    Tenant shall be required to obtain Landlord's prior approval before
    commencing any construction at the Original Premises or the Additional
    Premises.


6.  ARTICLE 1, SECTION 2 - TERM:

    The expiration date of the term of the Lease, as set forth therein, and all
    other conditions and covenants of the Lease shall apply with full force and
    effect to Tenant's lease of the Additional Premises, and, for purposes of
    the Lease, the term Original Leased Premises shall be construed to mean the
    Original Leased Premises crosshatched in green on Exhibit A together with
    the Additional Premises crosshatched in yellow on Exhibit A, said combined
    premises totaling approximately 12,895 square feet of space.

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7.  RIGHT TO TERMINATE:

    Tenant shall have the option to terminate the Lease on October 31, 1997
    with ninety (90) days written notice prior to termination thereof to
    Landlord.

    If tenant does not exercise the first option, Tenant shall also have the
    option to terminate on November 30, 1997 with ninety (90) days written
    notice prior to termination there of to Landlord and Tenant shall have no
    further right to terminate the lease thereafter.


    IN WITNESS WHEREOF, the parties hereto have caused this Lease Amendment to
    be executed the day and year first above written.


    KRAUS-ANDERSON, INCORPORATED                   HANLON MANUFACTURING
                                                   COMPANY

    By:                                            By:
      -----------------------------                   --------------------------
      Burton F. Dahlberg                              [Illegible]


    Its:      PRESIDENT                            Its: Co Founder
        --------------------------                     -------------------------
                          Landlord                                        Tenant