<PAGE>


                                                                   Exhibit 10.24


                                 LEASE AGREEMENT

                                     Between

                        FORTIS BENEFITS INSURANCE COMPANY
                            a Minnesota corporation,
                                   as Landlord

                                       And

                                  FORTIS, INC.,
                              a Nevada corporation,
                                    as Tenant

                           Dated as of October 1, 2000

<PAGE>

                                TABLE OF CONTENTS

                                 LEASE AGREEMENT

<TABLE>
<CAPTION>
NO.   DESCRIPTION                                                              PAGE
---   -----------                                                              ----
<S>   <C>                                                                      <C>
1.    Premises..............................................................     1
2.    Lease Term............................................................     1
3.    Base Rent.............................................................     1
4.    Rent Payment..........................................................     1
5.    Late Charge...........................................................     2
6.    Partial Payment.......................................................     2
7.    Construction of this Agreement........................................     2
8.    Use of Premises.......................................................     2
9.    Definitions...........................................................     3
10.   Repairs By Landlord...................................................     3
11.   Repairs By Tenant.....................................................     3
12.   Alterations and Improvements..........................................     3
13.   Operating Expenses....................................................     4
14.   Telecommunications Equipment..........................................     8
15.   Acceptance and Waiver.................................................     8
16.   Signs.................................................................     8
17.   Advertising...........................................................     8
18.   Removal of Fixtures...................................................     9
19.   Entering Premises.....................................................     9
20.   Services..............................................................     9
21.   Indemnities...........................................................    10
22.   Insurance; Waivers....................................................    11
23.   Government Requirements...............................................    13
24.   Abandonment of Premises...............................................    13
25.   Assignment and Subletting.............................................    13
26.   Default...............................................................    14
27.   Remedies..............................................................    14
28.   Destruction or Damage.................................................    15
29.   Eminent Domain........................................................    15
30.   Renewal Options.......................................................    16
31.   Mortgagee's Rights....................................................    17
32.   Tenant's Estoppel.....................................................    18
33.   Attorney's Fees.......................................................    18
34.   Parking...............................................................    18
35.   Storage...............................................................    18
36.   Waste Disposal........................................................    19
37.   Surrender of Premises.................................................    19
38.   Cleaning Premises.....................................................    19
39.   No Estate In Land.....................................................    19
40.   Cumulative Rights.....................................................    19
41.   Paragraph Titles; Severability........................................    19
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
NO.   DESCRIPTION                                                              PAGE
---   -----------                                                              ----
<S>   <C>                                                                      <C>
42.   Damage or Theft of Personal Property..................................    20
43.   Holding Over..........................................................    20
44.   Termination Right.....................................................    20
45.   Rules and Regulations.................................................    20
46.   Quiet Environment.....................................................    20
47.   Entire Agreement......................................................    20
48.   Limitation of Liability...............................................    20
49.   Submission of Agreement...............................................    21
50.   Broker Disclosure.....................................................    21
51.   Notices...............................................................    21
52.   Force Majeure.........................................................    21
</TABLE>

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<PAGE>

                             BASIC LEASE PROVISIONS

         The following is a summary of some of the Basic Provisions of the
Lease. In the event of any conflict between the terms of these Basic Lease
Provisions and the referenced Sections of the Lease, the referenced Sections of
the Lease shall control.

<TABLE>
<S>      <C>                                   <C>
1.       Building (See Section 1):             500 Bielenberg Drive
                                               Woodbury, Minnesota 55125

2.       Premises (See Section 1):

         Suite:                                200

         Floor:                                2nd Floor

         Rentable Square Feet:                 Approximately 44,000

3.       Term (See Section 2):                 10 years

4.       Base Rent (See Section 3):            $15 per rentable square foot per year

5.       Tenant's Share (See Section 13):      13%

6.       Notice Address (See Section 51)
</TABLE>

                                      iii

<PAGE>

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (hereinafter called the "Lease") is made and
entered into as of the 1st day of October, 2000, by and between Fortis Benefits
Insurance Company, a Minnesota corporation (hereinafter called "Landlord"); and
Fortis, Inc., a Nevada corporation (hereinafter called "Tenant").

         1.       PREMISES. Landlord does hereby rent and lease to Tenant and
Tenant does hereby rent and lease from Landlord, for use as described in Section
8 below, the following described space (hereinafter called the "Premises"):

Approximately 44,000 rentable square feet of space located on the 2nd floor of a
5-story building (the "Building"), designated as 500 Bielenberg Drive, Woodbury,
Minnesota 55125 and located on the real property described in Exhibit "A"
attached hereto (the "Property"). The Building and Property are collectively
referred to herein as the "Project." Landlord and Tenant acknowledge that the
number of rentable square feet described above has been confirmed and
conclusively agreed upon by the parties. The Premises are being leased by
Landlord to Tenant "as-is, where-is." Tenant is fully aware of the condition of
the Premises and accepts them "as-is, where-is." Landlord is not obligated to
construct any leasehold improvements or to provide Tenant any improvement
allowance.

         2.       LEASE TERM. Tenant shall have and hold the Premises for a term
("Term") commencing on the date set forth in the introductory paragraph to this
Lease (the "Commencement Date") and shall terminate at midnight on the last day
(the "Expiration Date") of the calendar month in which the tenth (10th)
anniversary of the Commencement Date occurs, unless sooner terminated or
extended as hereinafter provided.

         3.       BASE RENT. Tenant shall pay to Landlord, at such place as
Landlord shall designate in writing to Tenant, annual base rent ("Base Rent")
during each Lease Year of Fifteen Dollars ($15.00) per rentable square foot
(which is $660,000 in aggregate per Lease Year). The term "Lease Year", as used
in the Basic Lease Provisions and throughout this Lease, shall mean each and
every consecutive twelve (12) month period during the Term of this Lease, with
the first such twelve (12) month period commencing on the Commencement Date;
provided, however, if the Commencement Date occurs other than on the first day
of a calendar month the first Lease Year shall be that partial month plus the
first full twelve (12) months thereafter.

         4.       RENT PAYMENT. The Base Rent for each Lease Year shall be
payable in equal monthly installments, due on the first day of each calendar
month, in advance, in legal tender of the United States of America, without
abatement, demand, deduction or offset whatsoever, except as may be expressly
provided in this Lease. One monthly installment of Base Rent shall be due and
payable on the Commencement Date and on or before the first day of each calendar
month following the Commencement Date during the Term hereof, provided, that if
the Commencement Date should be a date other than the first day of calendar
month, the monthly Base Rent installment paid on the Commencement Date by Tenant
shall be appropriately prorated. Tenant shall pay, as Additional Rent, all other
sums due from Tenant under this Lease (the term "Rent", as used herein, means
all Base Rent, Additional Rent and all other amounts payable hereunder from
Tenant to Landlord).

<PAGE>

         5.       LATE CHARGE. Other remedies for non-payment of Rent
notwithstanding, if any monthly installment of Base Rent or Additional Rent is
not received by Landlord on or before the date due, or if any payment due
Landlord by Tenant which does not have a scheduled due date is not received by
Landlord on or before the tenth (10th) business day following the date Tenant
was invoiced, and, in either event, Tenant does not cure such late payment
within five (5) business days following Landlord's written notice to Tenant, a
late charge of two percent (2%) percent of such past due amount shall be
immediately due and payable as Additional Rent and interest shall accrue from
the date past due until paid at the lower of twelve percent (12%) per annum or
the highest rate permitted by applicable law.

         6.       PARTIAL PAYMENT. No payment by Tenant or acceptance by
Landlord of an amount less than the Rent herein stipulated shall be deemed a
waiver of any other Rent due. No partial payment or endorsement on any check or
any letter accompanying such payment of Rent shall be deemed an accord and
satisfaction, but Landlord may accept such payment without prejudice to
Landlord's right to collect the balance of any Rent due under the terms of this
Lease or any late charge assessed against Tenant hereunder.

         7.       CONSTRUCTION OF THIS AGREEMENT. No failure of either party to
exercise any power given to it hereunder, or to insist upon strict compliance by
the other party of its obligations hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a waiver of either
party's right to demand exact compliance with the terms hereof. Time is of the
essence of this Lease.

         8.       USE OF PREMISES.

                  (a)      Tenant shall use and occupy the Premises for general
office purposes of a type customary for similar office buildings and for no
other purpose. The Premises shall not be used for any illegal purpose, nor in
violation of any valid regulation of any governmental body, nor in any manner to
create any nuisance or trespass, nor in any manner to vitiate the insurance or
increase the rate of insurance on the Premises or the Building, nor in any
manner inconsistent with the nature of the Building. Tenant's use of the
Premises shall include the appurtenant right to use the Premises for purposes
complimentary to general office uses including, without limitation, computer
rooms, conference rooms, exercise rooms, warming kitchens, break rooms and
dining facilities. Landlord acknowledges that Tenant shall have the exclusive
right to continue to use the generator which is located on the Property
(together with conduit from the generator to the Premises) to provide emergency
power to the Premises. Tenant shall maintain such generator in good condition
and repair. Tenant may, but shall not be obligated to, at Tenant's expense,
remove such generator upon the expiration or termination of this Lease, provided
Tenant repairs all damage caused by said removal.

                  (b)      Tenant shall not cause or permit the receipt,
storage, use, location or handling on the Property (including the Building and
Premises) of any product, material or merchandise which is explosive, highly
inflammable, or a "hazardous or toxic material," as that term is hereafter
defined. "Hazardous or toxic material" shall include all materials or substances
which have been determined to be hazardous to health or the environment,
including, without limitation hazardous waste (as defined in the Resource
Conservation and Recovery Act); hazardous substances (as defined in the
Comprehensive Emergency Response, Compensation

                                       2
<PAGE>

and Liability Act, as amended by the Superfund Amendments and Reauthorization
Act); gasoline or any other petroleum product or by-product or other hydrocarbon
derivative; toxic substances (as defined by the Toxic Substances Control Act);
insecticides, fungicides or rodenticide (as defined in the Federal Insecticide,
Fungicide, and Rodenticide Act); asbestos and radon and substances determined to
be hazardous under the Occupational Safety and Health Act or regulations
promulgated thereunder. Notwithstanding the foregoing, Tenant shall not be in
breach of this provision as a result of the presence in the Premises of de
minimis amounts of hazardous or toxic materials which are in compliance with all
applicable laws, ordinances and regulations and are customarily present in a
general office use (e.g., copying machine chemicals and kitchen cleansers).

         9.       DEFINITIONS. "Landlord," as used in this Lease, shall include
the party named in the first paragraph hereof, its representatives, assigns and
successors in title to the Premises. "Tenant" shall include the party named in
the first paragraph hereof, its heirs and representatives, and, if this Lease
shall be validly assigned or sublet, shall also include Tenant's assignees or
subtenants, as to the Premises, or portion thereof, covered by such assignment
or sublease. "Landlord" and "Tenant" include male and female, singular and
plural, corporation, partnership, limited liability company (and the officers,
members partners, employees or agents of any such entities) or individual, as
may fit the particular parties.

         10.      REPAIRS BY LANDLORD. Landlord shall not be required, after
possession of the Premises has been delivered to Tenant, to make any repairs or
improvements to the Premises, except as set forth in this Lease. Except for
damage caused by casualty and condemnation (which shall be governed by Sections
28 and 29 below), and subject to normal wear and tear, Landlord shall maintain
in good repair the exterior walls, glass, roof, common areas, foundation, all
structural portions and the mechanical, electrical, plumbing and HVAC systems of
the Building, as well as all common areas, parking areas and driveways located
on the Property or serving the Building.

         11.      REPAIRS BY TENANT. Except as described in Section 10 above and
except for damage caused by casualty or condemnation. Tenant shall, at its own
cost and expense, maintain the Premises in good repair and in a neat and clean,
first-class condition, including making all necessary repairs and replacements.

         12.      ALTERATIONS AND IMPROVEMENTS. Except for minor, decorative
alterations which do not affect the Building structure or systems or are not
visible from outside the Premises, Tenant shall not make or allow to be made any
alterations, physical additions or improvements in or to the Premises without
first obtaining in writing Landlord's written consent for such alterations or
additions, which consent shall not be unreasonably withheld, conditioned or
delayed. Upon Landlord's request, Tenant will furnish Landlord plans and
specifications for any proposed alterations, additions or improvements that
require Landlord's consent. Any alterations, physical additions or improvements
shall at once become the property of Landlord. Tenant shall not be obligated to
remove any alterations, additions or improvements from the Premises upon the
expiration or termination of this Lease. All costs of any such alterations,
additions or improvements shall be borne by Tenant. All alterations, additions
or improvements must be made in a good, first-class, workmanlike manner and in a
manner that does not disturb other tenants (i.e., any loud work must be
performed during non-business hours) and Tenant must

                                       3
<PAGE>

maintain appropriate liability and builder's risk insurance throughout the
construction. Tenant does hereby indemnify and hold Landlord harmless from and
against all claims for damages or death of persons or damage or destruction of
property arising out of the performance of any such alterations, additions or
improvements made by or on behalf of Tenant. Under no circumstances shall
Landlord be required to pay, during the Term of this Lease and any extensions or
renewals thereof, any ad valorem or Property tax on such alterations, additions
or improvements, Tenant hereby covenanting to pay all such taxes when they
become due.

         13.      OPERATING EXPENSES.

                  (a)      Tenant agrees to reimburse Landlord throughout the
Term, as Additional Rent hereunder for Tenant's Share (as defined below) of the
annual Operating Expenses (as defined below). The term "Tenant's Share" shall
mean the percentage determined by dividing the rentable square footage of the
Premises by the rentable square footage of the Building. Landlord and Tenant
hereby agree that Tenant's Share is thirteen percent (13%). If Tenant does not
occupy the Premises during the entire full calendar year in which the Term
of this Lease commences or ends, Tenant's Share of Operating Expenses for the
applicable calendar year shall be appropriately prorated for the partial year,
based on the number of days Tenant has occupied the Premises during that year.

                  (b)      Operating Expenses shall be all those reasonable,
customary expenses of operating, servicing, managing, maintaining and repairing
the Property, Building, and all parking areas and related common areas in a
manner consistent with similar office buildings in the metropolitan Minneapolis,
Minnesota area. Operating Expenses shall mean the following:

                           (1)      All taxes and assessments, whether general
or special, applicable to the Property and the Building, which shall include
real and personal property ad valorem taxes, and any and all reasonable costs
and expenses incurred by Landlord in seeking a reduction of any such taxes and
assessments. However, Tenant shall not be obligated for taxes on the net income
from the operation of the Building, unless there is imposed in the future a tax
on rental income on the Building in lieu of the real property ad valorem taxes,
in which event such tax shall be deemed an Operating Expense of the Building. In
addition, any special assessments payable in installments shall be deemed paid
in the maximum number of permissable installments and only the minimum required
annual installment may be included in Operating Expenses in any year.

                           (2)      Insurance premiums and deductible amounts,
including, without limitation, for commercial general liability, "all risks"
property, rent loss and other customary insurance carried by Landlord on the
Building and Property.

                           (3)      All utilities, including, without
limitation, water, power, heating, lighting, ventilation, sanitary sewer and air
conditioning of the Building, but not including those utility charges actually
paid by Tenant or other tenants of the Building.

                           (4)      Janitorial and maintenance expenses,
including:

                                    (i)      Janitorial services and janitorial
supplies and other materials used in the operation and maintenance of the
Building;

                                       4
<PAGE>

                                    (ii)     The cost of, maintenance and
service agreements on equipment, window cleaning, grounds maintenance, pest
control, security, trash and snow removal, and other similar services or
agreements;

                           (5)      Management fees not in excess of three
percent (3%) of gross base rentals (or a charge equal to fair market management
fees);

                           (6)      The costs, including interest, amortized
over its useful life, of any capital improvement made to the Building by or on
behalf of Landlord after the date of this Lease which is required under any
governmental law or regulation (or any judicial interpretation thereof) that was
not applicable to the Building as of the date of this Lease, and of the
acquisition and installation of any device or equipment designed to improve the
operating efficiency of any system within the Building or which is acquired to
improve the safety of the Building or Project.

                           (7)      All services, supplies, repairs,
replacements or other expenses directly and reasonably associated with servicing
maintaining, managing and operating the Building, including, but not limited to
the lobby, vehicular and pedestrian traffic areas and other common use areas.

                           (8)      Wages and salaries of Landlord's employees
(not above the level of Building Manager) engaged in the maintenance, operation,
repair and services of the Building, including taxes, insurance and customary
fringe benefits.

                           (9)      Legal and accounting costs.

                           (10)     Costs to maintain and repair the Building
and Property.

                           (11)     Landscaping and security costs unless
Landlord hires a third party to provide such services pursuant to a service
contract and the cost of that service contract is already included in Operating
Expenses as described above.

         The following items shall be excluded from Operating Expenses:

                                    (i)      Wages and salaries of individual
partners of Landlord or if Landlord is a corporation, then wages and salaries of
any officers and executives above the level of Building Manager;

                                    (ii)     The cost of any items for which
Landlord receives reimbursement or is otherwise compensated, such as by
insurance proceeds, warranties and condemnation awards;

                                    (iii)    The cost of any additions to the
Building subsequent to the date of original construction or any alterations or
refurbishing of space leased to other tenants of the Building;

                                    (iv)     Cost of any work or service
performed for any tenant (including Tenant) at such tenant's cost, or to the
extent in excess of the services provided to Tenant by Landlord pursuant to the
terms of this Lease;

                                       5
<PAGE>

                                    (v)      Cost of installing, operating, and
maintaining any specialty service such as the dining club, a cafeteria, health
club, an observatory, broadcasting facility, retail store, sundry shop,
newsstand, or concession and any real estate taxes with respect to any such
specialty services, but only to the extent such costs and taxes exceed those
which normally would be expected to be incurred had such space been general
office space;

                                    (vi)     Cost of correcting defects in
construction;

                                    (vii)    Cost of any repair following a
casualty;

                                    (viii)   Any payment of whatsoever kind due
under the terms of any mortgage, ground lease or other underlying lease;

                                    (ix)     Any real estate brokerage
commissions or other cost incurred in procuring tenants or any fee in lieu of
such commission;

                                    (x)      Rental payment for the Building
equipment such as HVAC equipment and elevators, and rental payments for
equipment not used in the operation or maintenance of the Building;

                                    (xi)     Legal expenses, accounting expenses
or other professional fees arising out of the ownership or sale of the Building
or the construction of the improvements on the Land or the enforcement of the
provisions of any lease affecting the Land or the Building, including this
Lease, or arising out of any matter whatsoever other than directly in connection
with the Operating Expenses or Taxes;

                                    (xii)    The cost of operating and
maintaining parking facilities if Landlord charges separately for parking;

                                    (xiii)   Capital expenses of any kind
whatsoever except as expressly permitted above;

                                    (xiv)    Costs paid to any affiliates or
parties related to Landlord for services or materials in excess of the amount
which would be paid to an unrelated third party at market prices for such
services or materials;

                                    (xv)     Advertising expenses incurred in
connection with the marketing of the Building or any rentable space therein;

                                    (xvi)    The cost of overtime or other
expense to Landlord in curing its defaults;

                                    (xvii)   Any amounts payable by Landlord by
way of indemnity for damages or which constitute a fine or penalty, including
interest or penalties for any later payment; and

                                    (xviii)  Repairs or construction
necessitated by violations of laws in effect and requiring compliance as of the
date of this Lease.

                                       6
<PAGE>

                  (c)      (i) Landlord shall, on or before the Commencement
Date and on or before December 20 of each calendar year, provide Tenant a
statement of the estimated monthly installments of Tenant's Share of Operating
Expenses which will be due for the remainder of the calendar year in which the
Commencement Date occurs or for the upcoming calendar year, as the case may be.
As soon as practicable after December 31 of each calendar year during the Term
of this Lease, Landlord shall furnish to Tenant an itemized statement of the
Operating Expenses within the Building for the calendar year then ended. Upon
reasonable prior written request given not later than sixty (60) days following
the date Landlord's statement is delivered to Tenant Landlord will promptly
provide Tenant detailed documentation to support the itemized statement and, if
Tenant so elects, Tenant may audit Landlord's books and records. Any such audit
will take place in the Building management office during normal business hours
on dates reasonably acceptable to both parties. If Tenant does not notify
Landlord of any objection to Landlord's itemized statement within thirty (30)
days after Landlord makes its books and records available for audit by Tenant as
described above, Tenant shall be deemed to have accepted such statements as true
and correct and shall be deemed to have waived any right to dispute the excess
Operating Expenses due pursuant to that statement. If Tenant does so notify
Landlord of an objection, and the parties are unable to resolve the dispute
within thirty (30) days after Tenant delivers such notice of objection, the
parties shall mutually agree upon one of the so-called "Big Five" accounting
firms and shall submit the dispute to that firm for resolution, which resolution
shall be final and binding upon both parties.

                                    (ii)     Tenant shall pay to Landlord,
together with its monthly payment of Base Rent as provided in Sections 3 and 4
hereinabove, as Additional Rent hereunder, the estimated monthly installment of
Tenant's Share of the Operating Expenses for the calendar year in question. At
the end of any calendar year if Tenant has paid to Landlord an amount in excess
of Tenant's Share of Operating Expenses for such calendar year, Landlord shall
reimburse to Tenant any such excess amount (or shall apply any such excess
amount to any amount then owing to Landlord hereunder, and if none, to the next
due installment or installments of Additional Rent due hereunder, at the option
of Landlord). At the end of any calendar year if Tenant has paid to Landlord
less than Tenant's Share of excess Operating Expenses for such calendar year,
Tenant shall pay to Landlord any such deficiency within thirty (30) days after
Tenant receives the annual statement.

                                    (iii)    For the calendar year in which this
Lease terminates, and is not extended or renewed, the provisions of this Section
shall apply, but Tenant's Share for such calendar year shall be subject to a pro
rata adjustment based upon the number of days prior to the expiration of the
Term of this Lease. Tenant shall make monthly estimated payments of the pro rata
portion of Tenant's Share for such calendar year (in the manner provided above)
and when the actual prorated Tenant's Share for such calendar year is determined
Landlord shall send a statement to Tenant and if such statement reveals that
Tenant's estimated payments for the prorated Tenant's Share for such calendar
year exceeded the actual prorated Tenant's Share for such calendar year,
Landlord shall include a check for that amount along with the statement. If the
statement reveals that Tenant's estimated payments for the prorated Tenant's
Share for such calendar year were less than the actual prorated Tenant's Share
for such calendar year, Tenant shall pay the shortfall to Landlord within thirty
(30) days of the date Tenant receives Landlord's statement.

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<PAGE>

                                    (iv)     If the Building is less than
ninety-five percent (95%) occupied throughout any calendar year of the Term,
then the actual Operating Expenses for the calendar year in question shall be
increased to the amount of Operating Expenses which Landlord reasonably
determines would have been incurred during that calendar year if the Building
had been fully occupied throughout such calendar year.

         14.      TELECOMMUNICATIONS EQUIPMENT. Tenant shall be entitled to
install and maintain on the roof of the Building up to three (3) satellite
dishes. Each satellite dish may not exceed five (5) feet in diameter. The cost
of installing any such satellite dishes shall be borne solely by Tenant. Tenant
must obtain the prior approval of Landlord, which shall not be unreasonably
withheld, conditioned or delayed, of the exact location and method of
installation of any such satellite dishes as well as the method for screening
any such satellite dishes. Tenant will cause its satellite dishes not to
interrupt or interfere with the operation of any of Landlord's satellite dishes
or those of any other tenant. Landlord will ensure that neither its satellite
dishes nor those of any other tenant of the Building interrupt or interfere with
the operation of Tenant's satellite dishes. Tenant shall remove any and all
satellite dishes from the roof of the Building on the expiration or termination
of this Lease and shall repair any damage caused to the roof by such
removal.

         15.      ACCEPTANCE AND WAIVER. Landlord shall not be liable to Tenant,
its agents, employees, guests or invitees (and, if Tenant is a corporation, its
officers, agents, employees, guests or invitees) for any damage caused to any of
them due to the Building or any part or appurtenances thereof being improperly
constructed or being or becoming out of repair, or arising from the leaking of
gas, water, sewer or steam pipes, or from electricity, but Tenant, by moving
into the Premises and taking possession thereof, shall accept, and shall be held
to have accepted the Premises as suitable for the purposes for which the same
are leased, and shall accept and shall be held to have accepted the Building and
every appurtenance thereof, and Tenant by said act waives any and all defects
therein; provided, however, that this Section shall not apply to any damages or
injury caused by or resulting from the negligence or willful misconduct of
Landlord.

         16.      SIGNS. Tenant shall be entitled to keep and maintain a
Building standard suite entry sign on the door to the Premises or adjacent to
the entry to the Premises and in the elevator lobby on the 2nd floor of the
Building. Tenant shall also be entitled to a prominent entry on the Building
monument sign located adjacent to the main entry to the Building. Tenant shall
be entitled to its proportionate share of the entries in the Building directory
located in the main lobby of the Building. Otherwise, Tenant shall not paint or
place signs, placards, or other advertisements of any character upon the windows
or inside walls of the Premises except with the consent of Landlord, and Tenant
shall place no signs upon the outside walls, common areas or the roof of the
Building.

         17.      ADVERTISING. Landlord may advertise the Premises as being "For
Rent" at any time following a default by Tenant which remains uncured and at any
time within one hundred eighty (180) days prior to the expiration, cancellation
or termination of this Lease for any reason and during any such periods may
exhibit the Premises to prospective tenants after providing reasonable notice to
Tenant and observing Tenant's security procedures.

                                       8
<PAGE>

         18.      REMOVAL OF FIXTURES. If Tenant is not in default hereunder,
Tenant may, but shall not be obligated to, prior to the expiration of the Term
of this Lease, or any extension thereof, remove any fixtures and equipment which
it has placed in the Premises which can be removed without significant damage to
the Premises, provided Tenant repairs all damages to the Premises caused by such
removal.

         19.      ENTERING PREMISES. Landlord may enter the Premises at
reasonable hours provided that Landlord's entry shall not unreasonably interrupt
Tenant's business operations and provided that at least 24 hours prior notice is
given (except in an emergency, when no notice is required): (a) to make repairs,
perform maintenance and provide other services described in Section 20 below (no
prior notice is required to provide routine services) which Landlord is
obligated to make to the Premises or the Building pursuant to the terms of this
Lease or to the other premises within the Building pursuant to the leases of
other tenants; (b) to inspect the Premises to see that Tenant is complying with
all of the terms and conditions of this Lease and with the rules and regulations
hereof; and (c) to exercise any other right or perform any other obligation that
Landlord has under this Lease. Tenant may require that an employee of Tenant be
permitted to accompany Landlord during any such entry.

         20.      SERVICES.

                  (a)      The normal business hours of the Building shall be
from 7:00 A.M. to 7:00 P.M, on Monday through Friday, and 8:00 A.M. to 1:00 P.M.
on Saturday, exclusive of the following holidays: New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving (and the day after Thanksgiving) and
Christmas ("Building Holidays"). Landlord shall furnish the following services
during the normal business hours of the Building (except as noted) and all such
services shall be provided at levels, in types and amounts at least equal to the
level, types and amounts being provided to the Premises as of the date of this
Lease and otherwise at least equal to the level, types and amounts reasonable
and customary for similar office buildings in the metropolitan Minneapolis,
Minnesota area:

                                    (i)      Elevator service for passenger and
delivery needs, with at least one (1) elevator available 24 hours, 7 days per
week;

                                    (ii)     Air conditioning, 24 hours per day,
7 days per week, adequate to cool the Premises in warm weather and heat adequate
to warm the Premises in cool weather so that the temperature of the Premises
remains, at all times, between 68 degrees Fahrenheit and 75 degrees Fahrenheit,
as selected by Tenant operating its own thermostat;

                                    (iii)    Mens' and womens' restrooms and
lavatories on each floor of the Building with at least the number of fixtures
located therein and as exist on the date of this Lease, all of which are fully
operational;

                                    (iv)     Soap, paper towels, and toilet
tissue all public restrooms;

                                    (v)      Janitorial service Monday through
Friday and once on the weekend;

                                       9
<PAGE>

                                    (vi)     Custodial, electrical and
mechanical maintenance services Monday through Friday;

                                    (vii)    Electric power for lighting and
outlets not in excess of a total of 7 watts per rentable square foot of the
Premise at 100% connected load;

                                    (viii)   Replacement of Building standard
lamps and ballasts as needed;

                                    (ix)     Repairs and maintenance as
described in Section 10 of this Lease; and

                                    (x)      General management, including
supervision, inspections, recordkeeping, accounting, leasing and related
management functions.

                  (b)      Tenant shall have no right to any services in excess
of those provided herein except after hours HVAC service which will be provided
by Landlord, upon oral request by 4:00 p.m. weekdays for evening service and by
4.00 p.m. Friday for weekend service. The cost for after-hours HVAC service
shall be $25.00 per hour. If Tenant uses other services in an amount or for a
period in excess of that provided for herein, Landlord reserves the right to:
charge Tenant as Additional Rent hereunder a reasonable sum as reimbursement for
the direct cost of such added services and to charge Tenant for the cost of any
additional equipment or facilities or modifications thereto, necessary to
provide the additional services.

                  (c)      Landlord shall not be liable for any damages directly
or indirectly resulting from the interruption in any of the services described
above, nor, except as set forth below, shall any such interruption entitle
Tenant to any abatement of Rent. Landlord shall use all reasonable efforts to
furnish uninterrupted services as required above. Notwithstanding anything to
the contrary set forth hereinabove, if any of the essential services to the
Premises (electricity, water, sanitary sewer, HVAC or elevator service) are
interrupted and Tenant's use of the Premises is materially, adversely affected
by such interruption, and the interruption continues for three (3) or more
consecutive business days, the Rent due under this Lease shall be abated, in
proportion to the material adverse effect, beginning on the fourth (4th)
business day of such interruption and continuing until the applicable service is
fully restored. This rent abatement shall not apply if the interruption in
service is caused by the negligence or willful misconduct of Tenant, its agents,
employees or contractors.

         21.      INDEMNITIES. Tenant does hereby indemnify and save harmless
Landlord against all claims for damages to persons or property which are caused
anywhere in the Building or on the Property caused by the negligence or willful
misconduct of Tenant, its agents or employees or which occur in the Premises (or
arise out of actions taking place in the Premises) unless such damage is caused
by the negligence or willful misconduct of Landlord, its agents, or employees.
Landlord does hereby indemnify and hold Tenant harmless against all claims for
damaged persons or property if caused by the negligence or willful misconduct of
Landlord, its agents or employees. The indemnities set forth hereinabove shall
include the application to pay reasonable expenses incurred by the indemnified
party, including, without limitation, reasonable, actually

                                       10
<PAGE>

incurred attorney's fees. The indemnities contained herein do not override the
waivers contained in Section 22(d) below.

         22.      INSURANCE; WAIVERS.

                  (a)      Tenant further covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Tenant will
carry and maintain, at its sole cost and expense, the following types of
insurance, in the amounts specified and in the form hereinafter provided for:

                                    (i)      Liability Insurance in the
Commercial General Liability form (or reasonable equivalent thereto) covering
the Premises and Tenant's use thereof against claims for personal injury or
death, property damage and product liability occurring upon, in or about the
Premises, such insurance to be written on an occurrence basis (not a claims made
basis), to be in combined single limits amounts not less than $3,000,000 and to
have general aggregate limits of not less than $5,000,000 for each policy year.
The insurance coverage required under this Section 22(a)(i) shall, in addition,
extend to any liability of Tenant arising out of the indemnities provided for in
Section 21 and, if necessary, the policy shall contain a contractual endorsement
to that effect. The general aggregate limits under the Commercial General
Liability insurance policy or policies must apply separately to the Premises and
to Tenant's use thereof (and not to any other location or use of Tenant) and
such policy shall contain an endorsement to that effect. The certificate of
insurance evidencing the Commercial General Liability form of policy shall
specify all endorsements required herein and shall specify on a face thereof
that the limits of such policy applies separately to the Premises.

                                    (ii)     Insurance covering all of the items
included in Tenant's leasehold improvements, heating, ventilating and air
conditioning equipment maintained by Tenant, trade fixtures, merchandise and
personal property from time to time in, on or upon the Premises, and
alterations, additions or changes made by Tenant pursuant to Section 10, in an
amount not less than one hundred percent (100%) of their full replacement value
from time to time during the Term, providing protection against perils included
within the standard form of "all-risks" fire and casualty insurance policy,
together with insurance against sprinkler damage, vandalism and malicious
mischief.

                                    (iii)    Workers' Compensation and
Employer's Liability insurance affording statutory coverage and containing
statutory limits.

                  (b)      All policies of the insurance provided for in Section
22(a) shall be issued by insurance companies with a rating and financial size of
not less than A-X in the most current available "Best's Insurance Reports", and
licensed to do business in the state of Minnesota. Each and every such policy:

                                    (i)      shall name Landlord as an
additional insured (as well as any mortgagee of Landlord and any other party
reasonably designated by Landlord) and the coverage in (ii) and (iii) shall also
name Landlord as loss payee.

                                    (ii)     shall (and a certificate thereof
shall be delivered to Landlord at or prior to the execution of the Lease) be
delivered to each of Landlord and any such

                                       11
<PAGE>

other parties in interest within thirty (30) days after delivery of possession
of the Premises to Tenant and thereafter within thirty (30) days prior to the
expiration of each such policy, and, as often as any such policy shall expire or
terminate. Renewal or additional policies shall be procured and maintained by
Tenant in like manner and to like extent;

                                    (iii)    shall contain a provision that the
insurer will give to Landlord and such other parties in interest at least thirty
(30) days notice in writing in advance of any material change, cancellation,
termination or lapse, or the effective date of any reduction in the amounts of
insurance; and

                                    (iv)     shall be written as a primary
policy which does not contribute to and is not in excess of coverage which
Landlord may carry.

                  (c)      Any insurance provided for in Section 22(a) may be
maintained by means of a policy or policies of blanket insurance, covering
additional items or locations or insureds, provided, however, that:

                                    (i)      Landlord and any other parties in
interest from time to time designated by Landlord to Tenant shall be named as an
additional insured thereunder as its interest may appear;

                                    (ii)     the coverage afforded Landlord and
any such other parties in interest will not be reduced or diminished by reason
of the use of such blanket policy of insurance;

                                    (iii)    any such policy or policies except
any covering the risks referred to in Section 22(a) shall specify therein (or
Tenant shall furnish Landlord with a written statement from the insurers under
such policy specifying) the amount of the total insurance allocated to the
Tenant's improvements and property more specifically detailed in Section 22(a);
and

                                    (iv)     the requirements set forth in this
Section 22 are otherwise satisfied.

                  (d)      At all times during the Term of this Lease, Landlord
shall maintain in full force and effect (1) all risks property insurance
covering one hundred percent (100%) of the full replacement cost of the entire
Building and including an agreed amount endorsement so that Landlord has no
co-insurance obligations, (ii) Commercial General Liability insurance in types
and amounts reasonable and customary for landlords of similar office buildings
in the metropolitan Minneapolis, Minnesota area and, in any event with limits at
least equal to those required to be carried by Tenant and (iii) Workers'
Compensation Insurance with statutorily required coverages and limits. All such
insurance shall be maintained by Landlord with insurance companies meeting the
requirements set forth in Section 22(b) above. The cost of all such insurance
may be included by Landlord in Operating Expenses.

                  (e)      Notwithstanding anything to the contrary set forth
hereinabove, Landlord and Tenant do hereby waive any and all claims against one
another for damage to or destruction of real or personal property to the extent
such damage or destruction can be covered by "all

                                       12
<PAGE>

risks" property insurance, Each party shall also be responsible for the payment
of any deductible amounts required to be paid under the applicable "all risks"
fire and casualty insurance carried by the party whose property is damaged.
These waivers shall apply if the damage would have been covered by a customary
"all risks" insurance policy, even if the party fails to obtain such coverage.
The intent of this provision is that each party shall look solely to its
insurance with respect to property damage or destruction which can be covered by
"all risks" insurance of the type described in Section 22(a)(ii). To further
effectuate the provisions of this Section 22(e), Landlord and Tenant both agree
to provide copies of this Lease (and in particular, these waivers) to their
respective insurance carriers and to require such insurance carriers to waive
all rights of subrogation against the other party with respect to property
damage covered by the applicable "all risks" fire and casualty insurance
policy.

         23.      GOVERNMENT REQUIREMENTS. Tenant shall, at its own expense,
promptly comply with all requirements of any legally constituted governmental or
public authority made necessary by reason of Tenant's unique or particular type
of use or occupancy of the Premises, including, without limitation, the
Americans with Disabilities Act, Landlord shall be obligated to comply with all
laws and requirements of general applicability to all occupied space in the
Building.

         24.      ABANDONMENT OF PREMISES. If Tenant abandons or vacates the
Premises for more than one hundred eighty (180) days without notifying Landlord
that Tenant or a permitted assignee or subtenant will reoccupy within one (1)
year, Landlord may terminate this Lease, by written notice to Tenant at any time
prior to Tenant reoccupying the Premises, but such termination shall not entitle
Landlord to pursue any other remedies unless an uncured Event of Default then
exists, in which case Landlord may pursue any and all remedies provided by this
Lease, at law or in equity.

         25.      ASSIGNMENT AND SUBLETTING. Tenant may not, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed, assign this Lease or any interest hereunder, or sublet
the Premises or any part thereof, or permit the use of the Premises by any party
other than Tenant. Consent to one assignment or sublease shall not destroy or
waive this provision, and all later assignments and subleases shall likewise be
made only upon the prior written consent of Landlord. Subtenants or assignees
shall become liable to Landlord for all obligations of Tenant hereunder, without
relieving Tenant's liability hereunder and, in the event of any default by
Tenant under this Lease, Landlord may, at its option, but without any obligation
to do so, elect to treat such sublease or assignment as a direct Lease with
Landlord and collect rent directly from the subtenant. If Tenant desires to
assign or sublease, Tenant must provide written notice to Landlord describing
the proposed transaction in reasonable detail and providing reasonably detailed
information concerning the proposed assignee or subtenant, so that Landlord can
reasonably evaluate the proposed transaction. Landlord shall notify Tenant
within twenty (20) days of its receipt of such notice whether Landlord consents
to the requested assignment or sublease. If Landlord fails to respond within
such twenty (20) day period, Landlord will be deemed to have consented to the
assignment or sublease. If Landlord does consent to any assignment or sublease
request and the assignee or subtenant pays to Tenant an amount in excess of the
Rent due under this Lease (after deducting all of Tenant's expenses in obtaining
such assignment or sublease, amortized in equal monthly installments over the
then remainder of the Term), Tenant shall pay 50% of such excess to Landlord as
and when the monthly payments are received by Tenant. Notwithstanding anything
to the contrary set forth

                                       13
<PAGE>

hereinabove, Tenant shall be entitled to assign this Lease or sublet all or any
portion of the Premises to any entity which is owned by Tenant, which is owned
under common control with Tenant or into which or with which Tenant is merged or
which acquires all or substantially all of the stock or assets of Tenant and the
preceding sentence of this Section 25 (concerning profit sharing) shall not
apply to any such assignment or sublease. Although the consent of Landlord shall
not be required with respect to any such transaction, Tenant shall provide
written notice of any such assignment or sublease to Landlord within thirty (30)
days after such assignment or sublease occurs.

         26.      DEFAULT. If Tenant shall default in the payment of Rent herein
required when due and fails to cure such default within ten (10) business days
after written notice of such default is given to Tenant by Landlord; or if
Tenant shall be in default in performing any of the terms or provisions of this
Lease other than the provisions requiring the payment of Rent, and fails to cure
such default within thirty (30) days after written notice of such default is
given to Tenant by Landlord or, if such default cannot be cured within thirty
(30) days, Tenant shall not be in default if Tenant promptly commences and
diligently pursues the cure to completion as soon as possible; or if Tenant is
adjudicated a bankrupt; or if a permanent receiver is appointed for Tenant's
property and such receiver is not removed within sixty (60) days after written
notice from Landlord to Tenant to obtain such removal; or if, whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief
proceedings under any present or future law, whereby the Rent or any part
thereof, is, or is proposed to be, reduced or payment thereof deferred; or if
Tenant's effects should be levied upon or attached and such levy or attachment
is not satisfied or dissolved within thirty (30) days after written notice from
Landlord to Tenant to obtain satisfaction thereof; then, and in any of said
events, Landlord, at its option, may exercise any or all of the remedies set
forth in Section 27 below.

         27.      REMEDIES. Upon the occurrence of any default set forth in
Section 26 above which is not cured by Tenant within the applicable cure period
provided therein, if any, Landlord may exercise all or any of the following
remedies:

                  (a)      terminate this Lease by giving Tenant written notice
of termination, in which event this Lease shall terminate on the date specified
in such notice and all rights of Tenant under this Lease shall expire and
terminate as of such date, Tenant shall remain liable for all obligations under
this Lease up to the date of such termination and Tenant shall surrender the
Premises to Landlord on the date specified in such notice, and if Tenant fails
to so surrender, Landlord shall have the right, without notice, to enter upon
and take possession of the Premises and to expel and remove Tenant and its
effects without being liable for prosecution or any claim of damages therefor;

                  (b)      terminate this Lease as provided in the immediately
preceding subsection and recover from Tenant all damages Landlord may incur by
reason of Tenant's default, including without limitation, the then present value
of (i) the total Rent which would have been payable hereunder by Tenant for the
period beginning with the day following the date of such termination and ending
with the Expiration Date of the Term as originally scheduled hereunder, minus
(ii) the aggregate reasonable rental value of the Premises for the same period
(as determined by a real estate broker licensed in the State of Minnesota, who
has at least ten (10) years experience, immediately prior to the date in
question evaluating commercial office space,

                                       14
<PAGE>

taking into account all relevant factors including, without limitation, the
length of the remaining Term, the then current market conditions in the general
area, the likelihood of reletting for a period equal to the remainder of the
Term, net effective rates then being obtained by landlords for similar type
space in similar buildings in the general area, vacancy levels in the general
area, current levels of now construction in the general area and how that would
affect vacancy and rental rates during the period equal to the remainder of the
Term and inflation), plus (iii) the costs of recovering the Premises, and all
other expenses incurred by Landlord due to Tenant's default, including, without
limitation, reasonable attorneys' fees, plus (iv) the unpaid Rent earned as of
the date of termination, plus interest, all of which sum shall be immediately
due and payable by Tenant to Landlord;

                  (c)      without terminating this Lease, and without notice to
Tenant, Landlord may in its own name, but as agent for Tenant enter into and
take possession of the Premises and relet the Premises, or a portion thereof, as
agent of Tenant, upon any terms and conditions as Landlord may deem necessary or
desirable (Landlord shall have no obligation to attempt to re-let the Premises
or any part thereof). Upon any such re-letting, all rentals received by Landlord
from such re-letting shall be applied first to the costs incurred by Landlord in
accomplishing any such re-letting, and thereafter shall be applied to the Rent
owed by Tenant to Landlord during the remainder of the Term of this Lease and
Tenant shall pay any deficiency between the remaining Rent due hereunder and the
amount received by such re-letting as and when due hereunder; or

                  (d)      pursue such other remedies as are available at law or
equity.

         28.      DESTRUCTION OR DAMAGE.

                  (a)      If the Building or the Premises are destroyed by
storm, fire, earthquake, or other casualty, or damaged to the extent that the
damage cannot be restored within one hundred eighty (180) days of the date
Landlord provides Tenant written notice of a qualified, licensed architect's
reasonable estimate of the time necessary to restore the damage, or if the
damage results from a cause not covered by standard "all risks" property
insurance, both Landlord and Tenant shall have the right to terminate this Lease
effective as of the date of such destruction or damage by written notice to the
other party on or before thirty (30) days following Landlord's notice described
in the next sentence and Rent shall be accounted for as between Landlord and
Tenant as of that date. Landlord shall provide Tenant with notice within sixty
(60) days following the date of the damage of the estimated time needed to
restore (as evidenced by the certification of an independent qualified, licensed
architect) and whether the loss is covered by standard all-risks property
insurance coverage.

                  (b)      If the Premises are damaged by any such casualty or
casualties but this Lease is not terminated as provided in subparagraph (a)
above, this Lease shall remain in full force and effect, Rent shall abate as to
any portion of the Premises which is not usable, and Landlord shall restore the
Premises to substantially the same condition as before the damage occurred as
soon as practicable, whereupon full Rent shall recommence.

         29.      EMINENT DOMAIN. If the whole of the Property, Building or
Premises, or such portion thereof as will make the Property, Building or
Premises unusable in the reasonable judgment of either Landlord or Tenant for
their intended purposes, is condemned or taken by any

                                       15
<PAGE>

legally constituted authority for any public use or purpose, then in either of
said events, either party may terminate this Lease by written notice to the
other party and the Term hereby granted shall cease from that time when
possession thereof is taken by the condemning authorities, and Rent shall be
accounted for as between Landlord and Tenant as of that date. If this Lease is
not terminated, as described above, this Lease shall continue in full force and
effect and the Rent shall be reduced pro rata in proportion to the amount of the
Premises so taken. Tenant shall have no right or claim to any part of any award
made to or received by Landlord for such condemnation or taking, and all awards
for such condemnation or taking shall be made solely to Landlord. Tenant shall,
however, have the right to pursue any separate award that does not reduce the
award to which Landlord is entitled. Landlord will restore the Property,
Building and Premises to a complete architectural unit as nearly identical as
possible to that which existed prior to the condemnation.

         30.      RENEWAL OPTIONS. Provided no default exists at the time of
exercise or as of the commencement date of the applicable Renewal Term (as
defined below) for which Tenant has been given notice and the applicable cure
period has expired, Tenant shall have the right to extend the term of this Lease
for two (2) successive periods of five (5) years each ("Renewal Terms") with
respect to all or any portion of the Premises, upon all of the following terms
and conditions:

         a.       Tenant must provide Landlord notice of its intent to exercise
                  of the option for the applicable Renewal Term not less than
                  one hundred eighty (180) days prior to the expiration date of
                  the Term or the first Renewal Term, as the case may be. Tenant
                  may not exercise the option for the second Renewal Term unless
                  it exercised the option for, and occupied for the Premises
                  for, all of the first Renewal Term.

         b.       The Base Rent for both the first and the second Renewal Terms
                  shall be the Market Rental Rate (as defined below). The term
                  "Market Rental Rate" shall mean the then prevailing market
                  rental rate, as of the date of Tenant's notice, on a per
                  rentable square foot basis, taking into account all relevant
                  factors, including, without limitation, size of space, age,
                  location and quality of building, length of term, method of
                  paying operating costs, services provided, and taking into
                  account improvement allowances, brokerage commissions and
                  other concessions then being provided as part of a market rate
                  transaction.

                  (i)      If Tenant exercises its renewal option for either the
                           first or second Renewal Terms by written notice to
                           Landlord as provided above ("Notice Date"), Landlord
                           and Tenant shall meet promptly and shall negotiate,
                           in good faith, to reach agreement on the Market
                           Rental Rate within thirty (30) days following the
                           Notice Date.

                  (ii)     If Landlord and Tenant are unable to agree on the
                           Market Rental Rate, then, within sixty (60) days of
                           the Notice Date, Landlord and Tenant shall mutually
                           agree upon a commercial real estate broker who has at
                           least ten (10) years experience, immediately prior to
                           the date in question, evaluating Market Rental Rates
                           for similar real estate in the metropolitan
                           Minneapolis, Minnesota suburban market and who has
                           not been employed

                                       16
<PAGE>

                           by either Landlord or Tenant. If the parties are
                           unable to agree on a broker the parties shall ask the
                           commercial division of the Minneapolis Board of
                           Realtors to designate a broker. The broker agreed
                           upon or so designated is hereinafter referred to as
                           the "Broker". Within ten (10) business days after the
                           Broker has been agreed upon or appointed, Landlord
                           and Tenant shall each deliver to Broker in writing
                           their respective written determinations of the Market
                           Rental Rate. Within thirty (30) days after receipt of
                           the final written determinations, the Broker shall
                           select Landlord's determination or Tenant's
                           determination, but no other amount, as the Market
                           Rental Rate. The Broker shall promptly notify
                           Landlord and Tenant which party's determination of
                           the Market Rental Rate has been selected. The fees
                           and expenses of the Broker shall be borne equally by
                           Landlord and Tenant.

                  (iii)    The determination of the Market Rental Rate as
                           provided above shall be final, binding and conclusive
                           on both Landlord and Tenant, shall be considered a
                           final award pursuant to the rules of the American
                           Arbitration Association and any applicable state or
                           federal law and judgment may be had on the award in
                           any court of competent jurisdiction.

         31.      MORTGAGEE'S RIGHTS.

                  (a)      Landlord represents and warrants that the Property is
not subject to any Security Documents (as defined below). Tenant agrees that
this Lease shall be subject and subordinate (i) to any mortgage, deed to secure
debt or other security interest which any owner of the Property may hereafter,
at any time, elect to place on the Property; (ii) to any assignment of
Landlord's interest in the leases and rents from the Building or Property which
any owner of the Property may hereafter, at any time, elect to place on the
Property; and (iii) to any Uniform Commercial Code Financing Statement covering
the personal property rights of Landlord or any owner of the Property which any
owner of the Property may hereafter, at any time, elect to place on the
foregoing personal property (all of the foregoing instruments set forth in (i),
(ii) and (iii) above being hereafter collectively referred to as "Security
Documents"); provided, however, that Tenant's agreement to subordinate shall be
subject, in all cases, to the condition precedent that Landlord must obtain from
the holder of any Security Documents ("Holder"), a fully-executed Subordination
Non-Disturbance and Attornment Agreement, in form and substance satisfactory to
Tenant ("SNDA"), Tenant agrees, upon request of any Holder, to hereafter execute
a SNDA in form reasonably acceptable to Tenant.

                  (b)      In the event of a foreclosure pursuant to any
Security Documents, Tenant shall at the election of the Landlord, but only in
accordance with an executed SNDA, thereafter remain bound pursuant to the terms
of this Lease as if a new and identical Lease between the purchaser at such
foreclosure ("Purchaser"), as landlord, and Tenant, as tenant, had been entered
into for the remainder of the Term hereof and Tenant shall attorn to the
Purchaser upon such foreclosure sale and shall recognize such Purchaser as the
Landlord under the Lease. Such attornment shall be effective and self-operative
without the execution of any further instrument on the part of any of the
parties hereto. Tenant agrees, however, to execute and deliver at any time and
from time to time, upon the request of Landlord or of Holder, an SNDA.

                                       17
<PAGE>

                  (c)      Tenant hereby acknowledges that if the interest of
Landlord hereunder is covered by an assignment of Landlord's interest in Lease,
Tenant shall pay all Rent due and payable under the Lease directly to the Holder
of the assignment of Landlord's interest in Lease upon notification of the
exercise of the rights thereunder by the Holder thereof.

                  (d)      Notwithstanding anything to the contrary set forth in
this Section 31, the Holder of any Security Documents shall have the right, at
any time, to elect to make this Lease superior and prior to its Security
Document. No documentation, other than written notice to Tenant, shall be
required to evidence that the Lease has been made superior and prior to such
Security Documents, but Tenant hereby agrees to execute any documents reasonably
requested by Landlord or Holder to acknowledge that the Lease has been made
superior and prior to the Security Documents.

         32.      TENANT'S ESTOPPEL. Tenant shall, from time to time, upon not
less than fifteen (15) business days prior written request by Landlord, execute,
acknowledge and deliver to Landlord a written statement certifying that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), the dates to which the Rent has been paid, that Tenant is
not in default hereunder and has no offsets or defenses against Landlord under
this Lease, and whether or not to the best of Tenant's knowledge Landlord is in
default hereunder (and if so, specifying the nature of the default), it being
intended that any such statement delivered pursuant to this paragraph may be
relied upon by a prospective purchaser of Landlord's interest or by a mortgagee
of Landlord's interest or assignee of any security deed upon Landlord's interest
in the Premises.

         33.      ATTORNEY'S FEES. In the event of any action or litigation
between Landlord and Tenant to interpret or enforce the terms, provisions and
conditions of this Lease, the losing party shall be obligated to reimburse the
prevailing party for all reasonable, actual attorneys' fees, costs and expenses
incurred in connection with such action. Any arbitrator or court who has
jurisdiction over any such proceeding is hereby directed to determine which of
the two parties should be required to pay the attorneys' fees, costs and
expenses.

         34.      PARKING. Tenant shall be entitled to the use of its
proportionate share of the parking spaces in the parking facilities located on
the Property. All such parking spaces provided to Tenant (and any parking spaces
used by Landlord or which Landlord makes available to other tenants or
occupants) shall be unreserved (except for spaces reserved for handicapped
persons) and are to be used by Tenant, its employees and invitees in common with
the other tenants of the Building and their employees and invitees on a
first-come, first-served basis (subject to Landlord's obligation to regulate
usage so that Tenant has access, at all times, to its proportionate share of the
spaces). The use of the parking spaces is provided by Landlord to Tenant without
additional charge throughout the Term.

         35.      STORAGE. If Landlord makes available to Tenant any storage
space outside the Premises, anything stored therein shall be wholly at the risk
of Tenant, and Landlord shall have no responsibility or liability for the items
stored therein.

                                       18
<PAGE>

         36.      WASTE DISPOSAL.

                  (a)      All normal trash and waste (i.e., waste that does not
require special handling pursuant to subparagraph (b) below) shall be disposed
of through the janitorial service.

                  (b)      Tenant shall be responsible for the removal and
disposal of any waste deemed by any governmental authority having jurisdiction
over the matter to be hazardous or infectious waste or waste requiring special
handling, such removal and disposal to be in accordance with any and all
applicable governmental rules, regulations, codes, orders or requirements.
Tenant agrees to separate and mark appropriately all waste to be removed and
disposed of through the janitorial service pursuant to (a) above and hazardous,
infectious or special waste to be removed and disposed of by Tenant pursuant to
this subparagraph (b). Tenant hereby indemnifies and holds harmless Landlord
from and against any loss, claims, demands, damage or injury Landlord may suffer
or sustain as a result of Tenant's failure to comply with the provisions of this
subparagraph (b).

         37.      SURRENDER OF PREMISES. Whenever under the terms hereof
Landlord is entitled to possession of the Premises, Tenant at once shall
surrender the Premises and the keys thereto to Landlord in the same condition as
on the Commencement Date hereof, natural wear and tear only excepted, and Tenant
shall remove all of its personalty therefrom and shall have the right, but not
the obligation, to remove all trade fixtures. Tenant shall not be obligated to
remove any leasehold improvements. Landlord may forthwith re-enter the Premises
and repossess itself thereof and remove all persons and effects therefrom, using
such force as may be necessary without being guilty of forcible entry, detainer,
trespass or other tort. Tenant's obligation to observe or perform these
covenants shall survive the expiration or other termination of the Term of this
Lease. If the last day of the Term of this Lease or any renewal falls on Sunday
or a legal holiday, this Lease shall expire on the business day immediately
preceding.

         38.      CLEANING PREMISES. Upon vacating the Premises, Tenant agrees
to return the Premises to Landlord broom clean and in the same condition when
Tenant's possession commenced, natural wear and tear excepted.

         39.      NO ESTATE IN LAND. This contract shall create the relationship
of landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has only a usufruct, not subject to levy or sale, and not
assignable by Tenant except with Landlord's consent.

         40.      CUMULATIVE RIGHTS. All rights, powers and privileges conferred
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.

         41.      PARAGRAPH TITLES; SEVERABILITY. The paragraph titles used
herein are not to be considered a substantive part of this Lease, but merely
descriptive aids to identify the paragraph to which they refer. Use of the
masculine gender includes the feminine and neuter, and vice versa, where
necessary to impart contextual continuity. If any paragraph or provision herein
is held invalid by a court of competent jurisdiction, all other paragraphs or
severable provisions of this Lease shall not be affected thereby, but shall
remain in full force and effect.

                                       19
<PAGE>

         42.      DAMAGE OR THEFT OF PERSONAL PROPERTY. All personal property
brought into the Premises shall be at the risk of the Tenant only and Landlord
shall not be liable for theft thereof or any damage thereto occasioned by any
acts of co-tenants, or other occupants of the Building, or any other person,
except, with respect to damage to the Premises, as may be occasioned by the
negligent or willful act of the Landlord, its employees and agents.

         43.      HOLDING OVER. In the event Tenant remains in possession of the
Premises after the expiration of the Term hereof, Tenant shall be a tenant at
will and such tenancy shall be subject to all the provisions hereof, except that
the monthly rental shall be at 125% of the Rent due during the last month of the
Term. There shall be no renewal of this Lease by operation of law or otherwise.
Nothing in this Section shall be construed as a consent by Landlord for any
holding over by Tenant after the expiration of the Term hereof.

         44.      TERMINATION RIGHT. Provided no Event of Default then exists
under this Lease, Tenant shall have the right, at any time during the Term of
this Lease, to terminate this Lease upon not less than one hundred eighty (180)
days prior written notice to Landlord. If Tenant exercises this termination
right, Tenant shall return the Premises to Landlord on or before the termination
date specified in Tenant's notice in the condition and in the manner required by
Section 37 of this Lease.

         45.      RULES AND REGULATIONS. The rules and regulations in regard to
the Building, annexed hereto, and all reasonable rules and regulations which
Landlord may hereafter, from time to time, adopt and promulgate for the
government and management of said Building, are hereby made a part of this Lease
as of fifteen (15) business days after Landlord provides a copy thereof to
Tenant and shall, so long as they do not materially adversely affect Tenant's
use and enjoyment of, or access to, the Premises during the said Term, be
observed and performed by Tenant, his agents, employees and invitees.

         46.      QUIET ENVIRONMENT. So long as no uncured Event of Default
exists under this Lease, Tenant shall peaceably and quietly have, hold and enjoy
the Premises during the Term hereof. Landlord shall protect and defend Tenant's
right to possession of the Premises, in accordance with the terms of this Lease,
against the claims of all parties claiming by, through or under Landlord.

         47.      ENTIRE AGREEMENT. This Lease contains the entire agreement of
the parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.

         48.      LIMITATION OF LIABILITY. Landlord's obligations and liability
with respect to this Lease shall be limited solely to Landlord's interest in the
Building, as such interest is constituted from time to time and to any casualty
insurance proceeds, condemnation awards, net income from the Building and any
sales proceeds, and, except with respect to the items expressly described above,
neither Landlord nor any partner of Landlord, or any officer, director,
shareholder, or partner of any partner of Landlord, shall have any personal
liability whatsoever with respect to this Lease.

                                       20
<PAGE>

         49.      SUBMISSION OF AGREEMENT. Submission of this Lease to Tenant
for signature does not constitute a reservation of space or an option to acquire
a right of entry. This Lease is not binding or effective until execution by and
delivery to both Landlord and Tenant.

         50.      BROKER DISCLOSURE. Landlord represents that it has dealt with
no broker in connection with this Lease. Landlord agrees that, if any other
broker makes a claim for a commission based upon the actions of Landlord,
Landlord shall indemnify, defend and hold Tenant harmless from any such claim.
Tenant represents that it has dealt with no broker in connection with this
Lease. Tenant agrees that, if any other broker makes a claim for a commission
based upon the actions of Tenant, Tenant shall indemnify, defend and hold
Landlord harmless from any such claim.

         51.      NOTICES. Any notice or statement which is required or
permitted to be given by either party under this Lease shall be in writing and
must be given only by certified mail, return receipt requested, by hand delivery
or by nationally recognized overnight courier service at the addresses set forth
below. Any such notice shall be deemed given on the date sent or deposited for
delivery in accordance with one of the permitted methods described above. The
time period for responding to any such notice shall begin on the date the notice
is actually received, but refusal to accept delivery or inability to accomplish
delivery because the party can no longer be found at the then current notice
address, shall be deemed receipt. Either party may change its notice address by
notice to the other party in accordance with the terms of this Section 51. The
following are the initial notice addresses for each party:

Landlord's Notice Address:           Fortis Benefits Insurance Company
                                     300 Bielenberg Drive
                                     Woodbury, MN 55125
                                     Attention: Facilities Manager

Tenant's Notice Address:             Fortis, Inc.
                                     One Chase Manhattan Plaza
                                     New York. NY 10005
                                     Attention: James J. Brinkerhoff

With a copy to:                      Fortis, Inc.
                                     One Chase Manhattan Plaza
                                     New York, NY 10005
                                     Attention: Jerome A. Atkinson

         52.      FORCE MAJEURE. In the event of a strike, lockout, labor
trouble, civil commotion, an act of God, or any other event beyond Landlord's
control (a "force majeure event") which results in either party being unable to
timely perform its obligations hereunder so long as such party diligently
proceeds to perform such obligations after the end of the force majeure event,
that party shall not be in breach hereunder and this Lease shall not terminate.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.

                                       21
<PAGE>

         IN WITNESS WHEREOF, the parties herein have hereunto set their hands
and seals, the day and year first above written.

                                         LANDLORD:

                                         FORTIS BENEFITS INSURANCE
                                         COMPANY, a Minnesota corporation

                                         By: /s/ Robert B. Pollock
                                             --------------------------------

                                             Title: President

                                                  (CORPORATE SEAL)

                                         TENANT:

                                         FORTIS, INC., a Nevada corporation

                                         By: /s/ Robert B. Pollock
                                             --------------------------------

                                             Title: EVP & CFO

                                                  (CORPORATE SEAL)

                                       22
<PAGE>

                              RULES AND REGULATIONS

         1.       The sidewalks, entry passages, corridors, halls, elevators and
stairways shall not be obstructed by Tenants or used by them for any purpose
other than those of ingress and egress. The floors, skylights and windows that
reflect or admit light into any place in said building shall not be covered or
obstructed by Tenants. The toilets, drains and other water apparatus shall not
be used for any other purpose than those for which they were constructed and no
sweepings, rubbish or other obstructing substances shall be thrown therein.

         2.       No advertisement or other notice shall be inscribed, painted
or affixed on any part of the outside or inside of said building, except upon
the doors, and of such order, size and style, and at such places, as shall be
approved and designated by Landlord. Interior signs on doors will be ordered for
Tenants by Landlord, the cost thereof to be charged to and paid for by Tenants.

         3.       No Tenant shall do or permit to be done in his Premises, or
bring or keep anything therein, which shall in any way increase the rate of
insurance carried by Landlord on the Building, or on the Property, or obstruct
or interfere with the rights of other Tenants or in any way injure or annoy
them, or violate any applicable laws, codes or regulations. Tenants, agents,
employees or invitees shall maintain order in the Premises and the Building,
shall not make or permit any improper noise in the Premises or the Building or
interfere in any way with other Tenants, tenants or those having business with
them. Nothing shall be thrown by Tenants, their clerks or servants, out of the
windows or doors, or down the passages or skylights of the Building. No rooms
shall be occupied or used as sleeping or lodging apartments at any time. No part
of the Building shall be used or in any way appropriated for gambling, immoral
or other unlawful practices, and no intoxicating liquor or liquors shall be sold
in the Building.

         4.       Tenants shall not employ any persons other than the janitors
of Landlord (who will be provided with pass-keys into the offices) for the
purpose of cleaning or taking charge of the Premises, except as may be
specifically provided otherwise in the Lease.

         5.       No animals, birds, bicycles or other vehicles shall be allowed
in the offices, halls, corridors, elevators or elsewhere in the Building,
without the approval of Landlord.

         6.       No painting shall be done, nor shall any alterations be made
to any part of the Building or the Premises by putting up or changing any
partitions, doors or windows, nor shall there be any nailing, boring or screwing
into the woodwork or plastering, nor shall any connection be made in the
electric wires or gas or electric fixtures, without the consent in writing on
each occasion of Landlord. All glass, locks and trimmings in or upon the doors
and windows of the Building shall be kept whole and, when any part thereof shall
be broken by Tenant or Tenant's agent, the same shall be immediately replaced or
repaired by Tenant (subject to Tenant's compliance with Section 12 of the Lease)
and put in order under the direction and to the satisfaction of Landlord, or its
agents, and shall be kept whole and in good repair. Tenants shall not injure,
overload, or deface the Building, the woodwork or the walls of the Premises, nor
carry on upon the Premises any noxious, noisy or offensive business.

         7.       A reasonable number of keys will be furnished to Tenants
without charge. No additional locks or latches shall be put upon any door
without the written consent of Landlord.

<PAGE>

Tenants, at the termination of their Lease, shall return to Landlord all keys to
doors in the Building.

         8.       Landlord in all cases retains the power to prescribe the
weight and position of iron safes or other heavy articles. Tenants must make
arrangements with the superintendent of the Building when the elevator is
required for the purpose of the carrying of any kind of freight.

         9.       The use of burning fluid, camphene, benzine, kerosene or
anything except gas or electricity, for lighting the Premises, is prohibited. No
offensive gases or liquids will be permitted.

         10.      If Tenants desire blinds, coverings or drapes over the
windows, they must be of such shape, color and material as may be prescribed by
Landlord, and shall be erected only with Landlord's consent and at the expense
of the Tenant desiring them. No awnings shall be placed on the Building.

         11.      All wiring and cabling work shall be done only by contractors
approved in advance by Landlord and Landlord shall have the right to have all
such work supervised by Building engineering/maintenance personnel.

         12.      At Landlord's discretion, Landlord may hire security personnel
for the Building, and every person entering or leaving the Building may be
questioned by such personnel as to the visitor's business in the Building and
shall sign his or her name on a form provided by the Building for so registering
such persons. Landlord shall have no liability with respect to breaches of the
Building security, if any.

                                        2
<PAGE>

                                   EXHIBIT "A"

                                    PROPERTY

The following property located in Washington County, Minnesota:

The East half (E-1/2) of the Northwest quarter (NW-1/4) of Section 5, Township
28 North, Range 21 West, except the North 507 feet of the West 133 feet and the
North 190 feet of the East 58 feet of the West 191 feet thereof.

<PAGE>



                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated as of April
1, 2001, and is by and between HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, a
Connecticut corporation ("Landlord"), and FORTIS, INC., a Nevada corporation
("Tenant").

                                    RECITALS

         A.       Pursuant to a Lease Agreement dated as of October 1, 2000,
Fortis Benefits Insurance Company ("Fortis Benefits"), a Minnesota corporation,
and Tenant entered into a certain lease (the "Lease") for space consisting of
approximately 44,000 rentable square feet (the "Premises") on the second floor
of a building commonly known as 500 Bielenberg Drive, Woodbury, Minnesota.

         B.       Effective as of April 1, 2001, Fortis Benefits conveyed to
Landlord the real estate of which the Premises are a part. Pursuant to a
separate Assignment and Assumption Agreement, Landlord assumed all the
obligations of the landlord under the Lease arising from and after the date of
the assignment.

         C.       The parties hereto wish to amend the terms of the Lease, as
provided herein.

                  NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements herein contained, the sufficiency and
receipt of which is hereby acknowledged, the parties hereto represent and agree
as follows:

         1.       DEFINITIONS. All capitalized terms used herein and not
otherwise defined shall have the same meanings afforded them in the Lease.

         2.       AMENDMENT OF ARTICLE 1. The following additional paragraphs
shall be added to Article 1:

                  "The Premises shall be deemed to include all space within
         which the Halon fire suppression system is located and shall also
         include certain space located in the small building attached to the
         rear of the Building in which the existing UPS/battery system is
         located ("UPS Facility"). The Premises on the second floor are located
         as shown on the floor plan attached hereto as Exhibit A-1 and hereby
         made a part hereof and the UPS Facility is located as shown on the Site
         Plan attached hereto as Exhibit A-2 and hereby made a part hereof."

                  "Tenant shall also have the non-exclusive use of: (i) the
         cafeteria operated in the Building (but only for so long as Landlord
         operates such a cafeteria) during the normal and customary business
         hours for such cafeteria as established by Landlord and at the same
         rates charged to Landlord's employees; (ii) the loading dock and
         delivery cage at the Building, at times and upon rules and regulations
         reasonably established by Landlord, at no additional charge; (iii) the
         basement

<PAGE>

         floor conference rooms (pursuant to reasonable rules and regulations
         and schedules established by Landlord, but at no additional charge);
         and (iv) a mail room pick-up area (of a size reasonably agreed upon by
         Landlord and Tenant) and at places and times reasonably designated by
         Landlord, at no additional charge. Tenant understands and agrees that
         Landlord will accept general mail delivery only for Tenant during
         normal business hours and that it shall have no obligation to provide
         any other services related thereto or to delivery of such items to
         Tenant in Tenant's Premises. Landlord will, however, permit Tenant's
         mail and package deliveries to be made directly to the Premises during
         normal business hours and to the guard station at other times, subject
         to reasonable Building security procedures. Tenant shall have no right
         of use of, or access to, any health center located in the Building nor
         to the services of any nurse employed or engaged from time to time by
         Landlord."

                  "Landlord acknowledges that the PBX system which serves the
         remainder of the Building and certain computer servers which serve the
         remainder of the Building are located in the Premises (collectively
         "Landlord's System"). All of the servers included in Landlord's Systems
         (which are more particularly described as being owned by Landlord ("H"
         in ownership column) in Schedule 3.16 of the Asset Purchase Agreement
         between, inter alia, Landlord and Tenant of even date herewith, will be
         relocated from the Premises at Landlord's expense and as soon as
         reasonably practicable but not later than December 31, 2001; provided,
         however, that Landlord may leave such servers in the Premises later
         than December 31, 2001 if the only reason therefor is that Landlord has
         experienced delays in obtaining the necessary building permits from
         local government authorities and that Landlord has used its
         commercially reasonable efforts to obtain such permits as soon as
         practicable; and provided, further, that in any event such servers
         shall be removed from the Premises not later than April 1, 2002. During
         the time that Landlord's Systems remain in the Premises, Landlord shall
         be solely responsible for the repair and maintenance of Landlord's
         Systems. Upon reasonable prior notice from Landlord to Tenant, Tenant
         will provide Landlord access to the Premises to perform the maintenance
         and repair of the Landlord's Systems. Upon the removal of the
         Landlord's Systems in accordance with the Transition Services
         Agreement, Landlord will repair any and all damages caused to the
         Premises or to Tenant's remaining equipment located in the Premises.
         Landlord hereby waives and releases Tenant, its agents, officers,
         directors, and employees from any and all claims, damages, liabilities,
         or costs or any kind or nature arising out of or related to the
         maintenance or lack of maintenance of the Landlord's Systems, or any
         loss or damage thereto, unless such loss or damage was caused by the
         gross negligence or willful misconduct of Tenant."

                  "Landlord agrees that it shall, at its sole expense and as
         soon as reasonably practical, wall off the existing telephone switching
         room located within the Premises. Tenant agrees that neither the
         definition of Premises nor Tenant's Share shall be amended as a
         result."

                                       2
<PAGE>

         3.       AMENDMENT OF ARTICLE 8. Subsection (a) shall be amended by
deleting the last three sentences and replacing them with the following: "During
the Term, Tenant shall have the nonexclusive right, along with Landlord (and
other tenants of the Building), to use Tenant's pro rata share of the capacity
of the emergency generators which serve the Building, but such generators will
be the property of Landlord and will remain on the Property upon the expiration
or termination of the Lease. Landlord agrees that Tenant may inspect the
generators, upon reasonable prior notice, to insure that they are in proper
working order (which shall include a right to run a 24-hour load test once per
year)."

         4.       AMENDMENT OF ARTICLE 10. The following sentences are added:

                  "Landlord's obligation to maintain and repair the Building
         Systems shall include the Building sprinkler system and the Building
         fire suppression system, as well as the Building emergency generators.
         Notwithstanding the foregoing, Landlord shall not be responsible for
         maintenance of: (1) the UPS/Battery system; (2) the Halon fire
         suppression system that serves the Premises exclusively, (3) the
         pre-action sprinkler system; (4) the fiber optic cable system running
         within and from the Building which serves Tenant's space in the
         adjacent Gateway Building; and (5) any other systems subsequently
         determined to serve the Premises exclusively (collectively "Tenant's
         Systems"). Tenant hereby waives and releases Landlord, its agents,
         officers, directors, and employees from any and all claims, damages,
         liabilities or costs of any kind or nature arising out of or related to
         the maintenance or lack of maintenance of such systems or any loss or
         damage thereto unless such loss or damage was caused by the gross
         negligence or willful misconduct of the Landlord. Notwithstanding the
         foregoing, upon Tenant's written request, Landlord will undertake
         normal repair and replacement obligations (but only such obligations)
         for the UPS/Battery system, but all costs related thereto, whether of
         replacement or repair, shall be billed directly to Tenant and shall not
         be treated as Operating Expenses for purposes of this Lease."

         5.       AMENDMENT OF ARTICLE 11. The following paragraphs are hereby
added:

                  "Subject to the provisions of Article 10 above, Tenant shall
         be solely responsible for maintenance of Tenant's Systems and for
         procuring whatever licenses or permits may be required in order to
         maintain or operate such systems. Landlord makes no representations or
         warranties whatsoever as the permissibility of any such systems under
         local ordinances or regulations, or their adequacy or fitness to
         operate for their intended purposes. ALL ASPECTS OF ALL TENANT'S
         SYSTEMS ARE ENTIRELY THE RESPONSIBILITY OF TENANT. Tenant shall
         indemnify, defend and save the Landlord, its officers, employees,
         directors, and agents harmless from and against any and all claims,
         damages, costs, liabilities or causes of action of any kind or nature
         arising out of or related to Tenant's Systems. This indemnity shall
         survive the expiration or termination of the Lease.

         Unless Landlord directs otherwise in writing, Tenant shall remove, at
         its sole expense, all of Tenant's Systems at the expiration or
         termination of this Lease and

                                       3
<PAGE>

         shall repair and restore any damage arising from such removal. In the
         event Tenant fails to do so, Landlord may remove all such systems at
         its expense, all such amounts expended being deemed rent hereunder, and
         charge Tenant for such amounts which shall be immediately reimbursed to
         Landlord. Tenant's reimbursement obligations hereunder shall also
         survive the expiration or termination of this Lease."

         6.       AMENDMENT OF ARTICLE 13. The following subparagraphs should be
added to the end:

         "(d)     Notwithstanding the foregoing, all costs and expenses incurred
                  with Tenant's Systems shall be borne exclusively by the Tenant
                  and not be treated as Operating Expenses hereunder.

         (e)      The maintenance and repair of the generator systems in the
                  Building shall be performed by Landlord, but shall not be
                  treated as Operating Expenses, but rather shall be shared
                  between Landlord, Tenant, and any other tenant in the Building
                  based on their respective usage of such generators. All such
                  expenses shall constitute additional rent and shall be
                  immediately reimbursable to Landlord upon its presentation of
                  invoices therefor.

         (f)      To the extent that Landlord subsidizes the costs of the items
                  sold in the cafeteria, all such subsidies shall be treated as
                  Operating Expenses (in addition to the normal expenses
                  incurred by the Landlord in connection with the operation of
                  such cafeteria; provided, however, Tenant shall have the
                  right to discontinue using such cafeteria, in which case, all
                  such subsidies will, thereafter, not be included in Operating
                  Expenses.

         (g)      Certain specific charges related to parking or Building
                  security, such as the issuance of automobile identification or
                  Building security badges may be directly assessed against
                  Tenant on a per user or per employee basis."

         7.       AMENDMENT OF ARTICLE 14. The following should be added at the
end of the paragraph:

                  "Should Tenant not remove such satellite dishes as and when
         required, Tenant hereby authorizes Landlord to remove and dispose of
         such dishes and Tenant shall be responsible for all reasonable costs
         and expenses incurred by Landlord in so doing, all such amounts
         expended being deemed rent hereunder, and which shall be immediately
         reimbursed to Landlord, Tenant's reimbursement obligations hereunder
         shall also survive the expiration or termination of this Lease.

                  Anything in this section to the contrary notwithstanding,
         Landlord, at its sole option, may require Tenant at any time prior to
         the expiration of the Term, to terminate the operation of a dish if it
         is causing physical damage to the structural integrity of the Building,
         Landlord may at any time elect by notice to Tenant to relocate the
         satellite dish(es) provided that such relocation is solely at
         Landlord's

                                       4
<PAGE>

         expense and does not unreasonably interfere with Tenant's use of such
         dishes. Any and all licensing and/or governmental approvals required
         for the construction, operation or maintenance of such dishes is solely
         the responsibility of Tenant. Tenant shall operate such dishes in
         accordance with all applicable laws and shall maintain them at its sole
         risk and expense. Tenant hereby agrees to indemnify, defend and save
         the Landlord, its officers, employees, directors, and agents harmless
         from and against any and all claims, damages, costs, liabilities or
         causes of action of any kind or nature arising out of or related to the
         satellite dishes. This indemnity shall survive the expiration or
         termination of the Lease. The satellite dishes shall be used solely for
         Tenant's business purposes."

         8.       AMENDMENT OF ARTICLE 18. Section 18 is hereby deleted and the
following inserted in its place:

                  "At the expiration or termination of this Lease, at the
         written direction of Landlord, Tenant shall remove (i) all trade
         fixtures and equipment (but Tenant shall have no obligation whatsoever
         to remove any leasehold improvements) which it has placed on the
         Premises, and (ii) any subsequent leasehold improvements made by Tenant
         and which are, as a precondition to Landlord's consent thereto,
         required to be removed at the expiration or termination of the Term or
         any extended Term. Tenant shall repair and replace all damages to the
         Premises caused by such removal. If Tenant fails to so remove, title to
         all equipment shall be deemed to have passed to the Landlord as though
         by bill of sale, and Landlord may remove and sell all such trade
         fixtures and equipment, and repair and restore the Premises all for the
         account of Tenant. All such sums expended by Landlord shall be deemed
         additional rent hereunder, and shall be immediately due and payable to
         the Landlord. All of Tenant's reimbursement obligations hereunder shall
         survive the expiration or termination of this Lease."

         9.       AMENDMENT TO ARTICLE 19. Section 19 is amended by adding the
phrase "or to make such repairs, perform maintenance and provide other services
to Landlord's space in the Building" after the word "tenants" in the seventh
line.

         10.      AMENDMENT TO ARTICLE 20. Subsection (c) is amended by deleting
the phrase "three (3)" in the seventh line and replacing it with "seven (7)".

         11.      AMENDMENT TO ARTICLE 21. Article 21 is amended by adding the
phrase "or which arise out of Tenant's use of any Hazardous or toxic material"
after the parenthetical phrase in the fourth line. It is further amended by
replacing the reference to Section 22(d) with one to Section 22(e).

         12.      AMENDMENT TO ARTICLE 22. Article 22 is hereby amended as
follows: subsection a(ii) is modified to provide that Tenant's responsibility
for insuring the HVAC System is replaced by Tenant's obligation to insure
Tenant's Systems; subsection b(ii) is modified to provide that Tenant shall only
be obligated to provide certificates of insurance, not the actual policies; and
subsection b(iii) is modified to provide that Tenant's insurer shall only be
obligated

                                       5
<PAGE>

to give Landlord thirty (30) days advance notice of any cancellation,
termination, or lapse of coverage.

         13.      AMENDMENT TO ARTICLE 26. Article 26 is amended by adding the
following phrase after the word "Landlord" in the third line; "provided however
that Landlord need give no more than two notices of monetary default within any
given calendar year."

         Article 26 is further amended by adding the phrase "but in all events
within ninety (90) days" after the phrase "thirty (30) days" in the sixth line.

         14.      AMENDMENT TO ARTICLE 32. Article 32 is amended by adding the
phrase "and such other factual matters regarding the status of the Lease that
Landlord may reasonably request" following the second parenthetical phrase of
the article.

         15.      AMENDMENT TO ARTICLE 34. Article 34 is amended by adding the
following at the end of the article:

         "provided however that Tenant shall be responsible for any amounts
         assessed or required to be paid to any governmental authority on
         account of the parking of motor vehicles for spaces provided to Tenant.
         If Landlord institutes an automobile identification procedure, Tenant
         shall cooperate with Landlord's reasonable requirements therefor.
         Landlord reserves the right to reserve a reasonable number of parking
         spaces for itself and its business invitees, the location of which will
         not unreasonably interfere with Tenant's enjoyment of the Premises."

         16.      AMENDMENT TO ARTICLE 37. Article 37 is amended by deleting (a)
the balance of the first sentence after the word "therefrom," and (b) the second
sentence.

         17.      AMENDMENT TO ARTICLE 46. Article 46 is amended by adding the
phrase "subject to the terms hereof at the end of the first sentence.

         18.      AMENDMENT OF ARTICLE 52. Article 52 is amended by adding the
following at the end of the clause:

         "provided however that nothing contained in this Section shall be
         deemed to excuse or permit any delay in the payment of Rent or any
         delay in the cure of any default which may be cured by the payment of
         money. Neither Landlord nor Tenant shall be entitled to rely upon an
         event of Force Majeure unless such party shall give the other party
         notice of the existence of any Force Majeure preventing its performance
         of its obligation hereunder within five (5) days after the commencement
         of the Force Majeure."

         19.      NEW ARTICLE 53. A new Article 53 is added as follows:

                  "Landlord shall notify Tenant prior to commencing any
         excavation or landscaping on the Property in the vicinity of the fiber
         optic cables which Tenant is entitled to install on the Property
         pursuant to Article 54 so that Tenant can mark the location of such
         fiber optic cables. Landlord will conduct any such excavation

                                       6
<PAGE>

         in the vicinity of the fiber optic cables in accordance with the
         provisions of the Fiber Optic Agreement (as defined in Article 54)."

         20.      NEW ARTICLE 54. A new Article 54 is added as follows:

                  "Landlord acknowledges that a series of fiber optic cables run
         from the Building and service an adjacent building known as the Gateway
         Building, in which Tenant leases space. Landlord hereby grants Tenant a
         license to maintain such existing fiber optic cables, and to install
         new fiber optic cables, on the terms and conditions set forth in
         Exhibit B attached hereto and made a part hereof ("Fiber Optic
         Agreement").

         21.      NEW ARTICLE 55. A new Article 55 is added as follows:

         "Landlord reserves the right to reconfigure the Building (excluding the
         Premises) for security or other reasons so long as there is no
         unreasonable interference with Tenant's operations on the Premises and
         Tenant's access is not materially, adversely affected. For example, but
         not by way of limitation, Landlord may wish to install a separate
         entrance to the second floor."

                            [SIGNATURES ON NEXT PAGE]

                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.

                                      HARTFORD LIFE AND ANNUITY INSURANCE
                                      COMPANY, a Connecticut corporation

                                      By: /s/ Craig R. Raymond
                                         -----------------------------------

                                      Its: Senior VP & Chief Actuary

                                      FORTIS, INC., a Nevada corporation

                                      By: /s/ William D. Greiter
                                         -----------------------------------

                                      Its: Senior Vice President

STATE OF Georgia  )
                  )      SS
COUNTY OF Fulton  )

         I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that Craig R. Raymond, personally known to me to be
the Senior VP and Chief Actuary of HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
a Connecticut corporation, and personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that as such Senior VP and Chief Actuary he/she
signed and delivered the said instrument pursuant to authority given under the
Board of Directors of said corporation as his/her free and voluntary act, and as
the free and voluntary act and deed of said corporation, for the uses and
purposes therein set forth.

         GIVEN under my hand and notarial seal this 1st day of April 2001.

                                                   /s/ Linda V. Lutz
                                                   --------------------
                                                       Notary Public
                                         Notary Public, Gwinnett County, Georgia
                                            My Commission Expires Aug. 6, 2001

                                       8
<PAGE>

STATE OF Georgia  )
                  )      SS
COUNTY OF Fulton  )

         I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY that William D. Greiter, personally known to me to
be the Senior VP of FORTIS INC., a Nevada corporation, and personally known to
me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that as such Senior VP
he/she signed and delivered the said instrument pursuant to authority given
under the Board of Directors of said corporation as his/her free and voluntary
act, and as the free and voluntary act and deed of said corporation, for the
uses and purposes therein set forth.

         GIVEN under my hand and notarial seal this 1st day of April 2001.

                                                          /s/ Linda V. Lutz
                                                          ---------------------
                                                             Notary Public

                                       9
<PAGE>

                                    EXHIBIT B

                              FIBER OPTIC AGREEMENT

         In consideration of the rent paid by Tenant under the Lease to which
this Fiber Optic Agreement ("Agreement") is attached, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Landlord
grants to Tenant and Tenant accepts from Landlord a license to use the Licensed
Area, shown on Exhibit 1 attached hereto. Any term used herein and not otherwise
defined shall have the same meaning given to it in the Lease.

         The use of the Licensed Area shall be subject to the terms and
conditions set forth in the Lease for use of the Premises to the extent
applicable and except as may otherwise be set forth below.

         The duration of this License (License Period) shall be from the
Commencement Date of the Lease to the earlier of: (a) the Expiration Date of the
Lease (as such date may be extended or sooner terminated pursuant to the terms
of the Lease), or (b) or the date on which Tenant's lease in the Gateway
Building, Woodbury, Minnesota is terminated; provided however that Tenant may
terminate this License for any reason, by notice to Landlord specifying when,
not sooner than 30 days after the receipt of such notice, the termination shall
be effective.

         Tenant has installed certain fiber optic cables for the sole use of the
named Tenant herein in its business operations within the Licensed Area.
Detailed plans and specifications are attached hereto as Exhibit 2 showing such
existing fiber optic cables. Tenant shall have the right to install additional
fiber optic cables in the Licensed Area, subject to the terms and conditions
hereinafter set forth. The existing fiber optic cables and any new fiber optic
cables installed by Tenant pursuant to this Agreement are hereinafter
collectively referred to as "Fiber Line." The plans and specifications for any
new Fiber Line, as well as the modification of any existing Fiber Line, shall be
subject to Landlord's prior approval, which approval shall not be unreasonably
withheld, conditioned or delayed; except that if any such new lines or any such
modification shall materially increase the nature or size of the Fiber Line, or
its use or consumption of services from that currently existing or shall
materially interfere with the use of the Land by Landlord, then Landlord may
withhold its approval to such new lines or such modification in its sole
discretion. Tenant represents that the Fiber Line was (or will be) installed
strictly in accordance with the approved plans and specifications. To the extent
that Tenant desires to install new Fiber Line or to modify the existing Fiber
Line, such new installations or modifications shall be done, at Tenant's
expense, by a contractor approved by Landlord, which approval shall not be
unreasonably withheld, conditioned, or delayed, and Tenant shall provide
Landlord with evidence of the contractor's liability insurance coverage which
shall be reasonably satisfactory to Landlord. Tenant agrees to perform any and
all excavation work to the extent reasonably possible, during weekends. Tenant
shall be obligated to restore the land (and any landscaping) to its previous
condition and to repair any damage to the Premises, Building, or Licensed Area
caused by such installation. Subject to Landlord's reasonable requirements and
conditions, Tenant shall be permitted use of those Building shafts and Common
Areas, so long as this Agreement remains in effect, to the extent reasonably
necessary to install the Fiber Line and connect it to the Premises.

                                       10
<PAGE>

         Tenant shall be responsible for procuring whatever licenses or permits
may be required from third parties for the use or operation of the Fiber Line,
and Landlord makes no warranties or representations as to the permissibility of
the Fiber Line under applicable Laws or its adequacy or ability to function as
required by Tenant. The Fiber Line shall not unreasonably interfere with the
operations of Landlord or other tenants occupying the Building or the project in
which the Building is located. Tenant shall operate and maintain the Fiber Line
at its sole risk and expense and in accordance with all Laws and shall indemnify
Landlord against all costs, claims, losses, liabilities and expenses (including
reasonable attorneys' fees) arising out of the installation, operation,
maintenance and removal of the Fiber Line. Such indemnity shall survive the
Term. Tenant, at its expense, shall procure the satisfaction or discharge of
record of all liens and encumbrances filed in connection with the same within 10
business days after Tenant is notified of the filing thereof. Landlord shall
have the right to perform maintenance in the Licensed Area and shall use all
commercially reasonable efforts to avoid disruption of the Fiber Line. Landlord
shall give Tenant notice, at least 24 hours prior to doing any excavation work
in the Licensed Area, so that Tenant can mark the location of the Fiber Line,
Landlord agrees to perform any and all excavation work, to the extent reasonably
possible, during weekends. Landlord will use all commercially reasonable efforts
to avoid damaging the Fiber Line, in any way, as a result of such excavation
work. Landlord hereby agrees to reimburse Tenant for all costs necessary to
repair any damage caused by Landlord or its contractors or agents to the Fiber
Line. The Fiber Line shall remain Tenant's Property and Tenant may, but shall
not be obligated, at its sole cost and expense, to remove the Fiber Line on or
before the Expiration Date. If Tenant elects to remove the Fiber Line, Tenant
shall be obligated to repair any damage to the Premises, Building, Licensed Area
or Land caused by such removal, and such removal shall otherwise be conducted in
accordance with Landlord's reasonable requirements. If Tenant does not elect to
remove the Fiber Line, Tenant hereby authorizes the Landlord to remove and
dispose of the Fiber Line.

         Anything in this Schedule I to the contrary notwithstanding, Landlord,
at its sole option, may require Tenant at any time prior to the expiration of
the Term, to terminate the operation of the Fiber Line if it is causing physical
damage to the structural integrity of the Building, interfering with any other
service provided by the Building or interfering with any other occupant of the
Building's business; provided, however, Tenant shall have the right to correct
the damage or interference caused by the Fiber Line to Landlord's reasonable
satisfaction within 30 days and, if Tenant does so, Tenant may restore the
operation of the Fiber Line, at Tenant's expense. If the damage or interference
is not corrected within 30 days, Landlord, at its sole option, may require that
Tenant remove the Fiber Line at Tenant's expense, Landlord may, at any time,
upon not less than 30 days prior notice to Tenant elect to relocate the Fiber
Line, provided that: (i) such relocation shall be at Landlord's sole expense,
(ii) the work shall be done during non-business hours, at a time mutually agreed
upon by Landlord and Tenant, and (iii) such relocation shall not unreasonably
interfere with Tenant's use or operation of the Fiber Line. Landlord shall have
no responsibility for performing any maintenance or repair of the Fiber Line,
nor shall Tenant be entitled to any services with respect to the Fiber Line.

                                       11