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                                                                   EXHIBIT 10.14

                     STANDARD OFFICE LEASE AGREEMENT (GROSS)

THIS LEASE AGREEMENT (hereinafter called the "Lease Agreement") made as of the
9th day of June, 1999 by and between TIMESHARE SYSTEMS, INC., a Minnesota
corporation, having offices at 511 Eleventh Avenue South, Minneapolis,
Minnesota, 55415 (hereafter called the "Landlord"), and INFLOW, INC., a
Delaware corporation (hereafter called "Tenant").

                                   WITNESSETH
                                   ----------

     FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid by
each of the parties to the other, and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, Landlord does hereby
lease and let unto Tenant, and Tenant does hereby hire, lease and take from
Landlord, that area outlined in red on Exhibit A-1 attached hereto, and by this
reference incorporated herein, and described as Suite 211, containing
approximately 15,898 contiguous, rentable square feet on the second floor,
(hereafter called the "Premises") at 511 11th Avenue South (hereafter called the
"Building") in the City of Minneapolis, County of Hennepin, State of Minnesota.
The term Building as it is used herein shall consist of the land and building
set forth in Exhibit A-2 hereto. The Premises area shall be measured from the
outside of exterior or corridor walls and from the center of demising walls to
obtain the useable area of the Premises, which shall be multiplied by a factor
of 1.15 to arrive at the rentable area of the Premises. Either of the parties
may have their architect measure the Premises at any time, and if the rentable
area differs from what is set forth above, then the other party may verify such
measurement and the finally agreed remeasurement shall be utilized with respect
to the rental amounts set forth below and with respect to calculating Tenant's
proportionate share of Real Estate Taxes and Operating Expenses. The parties
agree to execute a ratification agreement and/or lease amendment setting forth
the new square footage and Minimum Rent Schedule to reflect such remeasured
area.

ARTICLE 1 - TERM

     A. To have and to hold said Premises for a term of 122 months, commencing
on July 1, 1999 and terminating on August 31, 2009 unless extended as provided
herein (hereafter called the "Term") upon the rentals and subject to the
conditions set forth in this Lease Agreement, and the Exhibits attached hereto.
The commencement and termination dates are specifically subject to the
provisions of Article 5 hereof.

     B. Tenant shall have the right to renew the Term of the Lease Agreement for
two (2) periods of five (5) years each ("Renewal Term(s)"), subject to the
following terms, covenants and conditions: i) Tenant shall not be in default
beyond any applicable grace period in the performance of any of the terms,
covenants or conditions of this Lease Agreement, either at the time of the
exercise of the right to renew or at the commencement of the applicable Renewal
Term; ii) the Renewal Term(s) shall be on the same terms, covenants and
conditions as provided in this Lease Agreement, except the Minimum Rental during
the Renewal Term shall be at the rates as set forth in the table in Paragraph 3B
and there shall be no further renewal right after the commencement of the
second Renewal Term; and iii) Tenant shall exercise its right to renew by giving
written notice thereof to Landlord at least nine (9) calendar months prior to
the expiration of the initial Term or first Renewal Term, as the case may be,
time being of the essence. If Tenant fails to notify Landlord in the manner and
within the time as provided in this paragraph, Tenant's right to renew this
Lease Agreement shall expire and become null and void. If Tenant fails to
exercise the first Renewal Term, then the following Renewal Term shall also
terminate.

ARTICLE 2 - USE

     A. The Premises shall be used by the Tenant solely for the following
purposes: General office purposes and computer and telecommunications equipment
room. Tenant shall not have the right to use the Premises for any other
purposes.

     B. Landlord acknowledges that in connection with Tenant's use of the
Premises, it shall be installing specialized telecommunication equipment, and
various electrical equipment and facilities associated therewith
("Telecommunications Equipment"). Tenant shall be solely responsible for
ensuring that the Telecommunications Equipment can be operated consistent with
Landlord's current facilities and utilities and Tenant shall be solely
responsible for any special utility requirements created by the
Telecommunications Equipment (such as, but not limited to: all electrical power
utilized thereby, additional cooling requirements, uninterrupted power sources,
etc.) the installation of which shall be governed by Article 4 and Article 12
below. Tenant shall also be solely responsible to ensure that any
electrical/magnetic field ("EMF") is not emitted beyond the Premises at levels
exceeding those acceptable by the Food and Drug Administration for persons with
pacemakers or other electronic prosthetics (5 goss or 5,000 milligoss). In all
events, Tenant shall indemnify, defend with counsel reasonably acceptable to
Landlord, and save Landlord harmless from any claim for injury to a person or
damage to property asserted by any person against Landlord, its agents or
employees by reason of any EMF emitted from or created by the Telecommunications
Equipment. In addition, Tenant hereby assumes all risk in connection with the
presence of all EMF within the Premises emitted from or created by the
Telecommunications Equipment and hereby releases Landlord from any and all
liability or responsibility to Tenant, its agents, employees, contractors or
anyone claiming through or under Tenant by way of subrogation or otherwise for
the loss or damage to property or injury to persons arising out of or relating
to EMF emitted from or created by the Telecommunications Equipment.

     C. Tenant and its "Affiliates" (as defined in Article 15 below) shall have
the right to provide telecommunication services to other tenants in the Building
on a non-exclusive basis with other providers of such services; provided all
such tenants shall be able to freely choose their telecommunications provider,
and Tenant shall not solicit such tenants (in person) except with Landlord's
prior approval.

     D. If Landlord has space available, Tenant shall have the temporary right
and license to utilize space within the Building sufficient for use as temporary
office space by six (6) employees of Tenant (the "Temporary Use"). The Temporary
Use shall expire and terminate, automatically and without notice five (5)
business days after Tenant's receipt of a valid certificate of occupancy for its
Premises. Landlord shall have the right to terminate the Temporary Use after at
least 30 days notice; provided that Landlord will use its best efforts to
relocate Tenant to other available space in the Building for the Temporary Use
and provided further that Landlord shall only be entitled to exercise such right
to terminate if the Temporary Use space occupied by Tenant is being leased by
Landlord to a third party tenant. The Temporary Use shall be subject to the
provisions of this Lease which are not in conflict with this Paragraph, except
there shall be no payment of Minimum or Additional Rent in connection with the
Temporary Use (parking fees, if any, shall be applicable).

ARTICLE 3 - RENTALS

     A. Tenant agrees to pay to Landlord as minimum rental (hereinafter called
"Minimum Rental") for the Premises, without notice set-off or demand, monthly
installments during the Term, and if properly exercised, each of the two Renewal
Terms, all as set forth in the table in Paragraph 3B below; said monthly
installments to be due and payable by Tenant in advance on the first day of each
calendar month during the Term of this Lease Agreement, or any extension or
renewal thereof, at the office of Landlord set forth in the preamble to this
Lease Agreement or at such other place as Landlord may designate. In the event
of any fractional calendar month, Tenant shall pay for each day in such partial
month a rental equal to 1/30 of the Minimum Rental. In no event shall Tenant be
obligated to pay any Minimum Rental or Additional Rent with respect to any
Renewal Term unless Tenant exercises and is granted its right to renew for such
term as provided herein.

     B. The scheduled Minimum Rentals to be paid by Tenant are as follows:

                                      -1-


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================================================================================
                                                            Per Annum Minimum
                                                             Rental Rate per
                                                         Rentable Square Foot of
                 Time Period                              Area Contained within
                                                               the Premises
--------------------------------------------------------------------------------
    July 1, 1999 through August 31, 1999                           $0.00
--------------------------------------------------------------------------------
    September 1, 1999 through August 31, 2000                     $16.95
--------------------------------------------------------------------------------
    September 1, 2000 through August 31, 2001                     $17.45
--------------------------------------------------------------------------------
    September 1, 2001 through August 31, 2002                     $17.95
--------------------------------------------------------------------------------
    September 1, 2002 through August 31, 2003                     $18.45
--------------------------------------------------------------------------------
    September 1, 2003 through August 31, 2004                     $18.95
--------------------------------------------------------------------------------
    September 1, 2004 through August 31, 2005                     $19.45
--------------------------------------------------------------------------------
    September 1, 2005 through August 31, 2006                     $19.95
--------------------------------------------------------------------------------
    September 1, 2006 through August 31, 2007                     $20.45
--------------------------------------------------------------------------------
    September 1, 2007 through August 31, 2008                     $20.95
--------------------------------------------------------------------------------
    September 1, 2008 through August 31, 2009                     $21.45
--------------------------------------------------------------------------------
    September 1, 2009 through August 31, 2010                     $21.95
--------------------------------------------------------------------------------
    September 1, 2010 through August 31, 2011                     $22.45
--------------------------------------------------------------------------------
    September 1, 2011 through August 31, 2012                     $22.95
--------------------------------------------------------------------------------
    September 1, 2012 through August 31, 2013                     $23.45
--------------------------------------------------------------------------------
    September 1, 2013 through August 31, 2014                     $23.95
--------------------------------------------------------------------------------
    September 1, 2014 through August 31, 2015                     $24.45
--------------------------------------------------------------------------------
    September 1, 2015 through August 31, 2016                     $24.95
--------------------------------------------------------------------------------
    September 1, 2016 through August 31, 2017                     $25.45
--------------------------------------------------------------------------------
    September 1, 2017 through August 31, 2018                     $25.95
--------------------------------------------------------------------------------
    September 1, 2018 through August 31, 2019                     $26.45
================================================================================

ARTICLE 4 - CONSTRUCTION

     A. Tenant has provided or shall provide Landlord with plans and/or a
description for permanent improvements to modify the Premises to accommodate
Tenant's intended use (hereafter called the "Preliminary Plans"), which
Preliminary Plans are subject to Landlord's approval, which approval shall not
be unreasonably withheld, conditioned or delayed. The Preliminary Plans shall be
deemed approved by Landlord if Landlord fails to approve or disapprove the same
in writing within five (5) business days of receipt of such Preliminary Plans
from Tenant. Subject to the further written approval of Landlord, which approval
also shall not be unreasonably withheld, conditioned or delayed, Tenant shall
make such modifications to the Preliminary Plans as it shall require (hereafter
called the "Final Plans"). Landlord shall not be permitted to charge any
supervisory or other fees or charges with respect to, or otherwise profit from,
the Tenant Improvements. The Final Plans shall be deemed approved by Landlord if
Landlord fails to approve or disapprove the same in writing within five (5)
business days of receipt of such Final Plans from Tenant. Subject to the further
written approval of Landlord, which approval also shall not be unreasonably
withheld, conditioned or delayed, Tenant shall from time to time make such
modifications to the Final Plans as it shall require (hereafter called the
"Change Requests"). Any Change Request shall be deemed approved by Landlord if
Landlord fails to approve or disapprove the same in writing within five (5)
business days of receipt of such Change Request from Tenant. Prior to approval
of the Preliminary and Final Plans and any Change Reguests, Tenant agrees to
make its architect and engineers reasonably available to Landlord for purposes
of responding to reasonable questions of Landlord regarding such Plans or Change
Requests and their impact upon the Building. If Landlord and Tenant have not
agreed on the Final Plans by July 1, 1999, then Tenant shall have the right to
terminate this Lease Agreement at any time thereafter but prior to the time, if
at all, that Landlord has approved the Final Plans. Tenant shall have the right
to select a general contractor, construction manager, subcontractors, architects
and engineers of its choice to perform the work contemplated by the Final Plans
("Work"). The general contractor, construction manager and major subcontractors
contemplated by Tenant shall be first approved by Landlord, which approval shall
not be unreasonably withheld, conditioned or delayed. Tenant shall furnish to
the Landlord a written statement certified by Tenant and the general contractor
who shall perform the Work listing all major subcontractors and suppliers
regarding the Work. Notwithstanding that possession to the Premises shall have
been delivered to Tenant, Tenant shall not have the right and license to enter
the Premises to do the Work until it has submitted such certification to
Landlord. Tenant shall be responsible for constructing the improvements as shown
on the Final Plans (hereafter called "Tenant Improvements") at Tenant's sole
cost and expense. Article 27 below, and Tenant's obligations thereunder shall
specifically be applicable to the Tenant Improvements and all Work performed or
to be performed by Tenant. Tenant acknowledges that the Work shall begin with
the Premises in its current "as is" condition with the exception of the
following ("Landlord's Work"): the Premises shall be in broom-clean condition.
After completion of the Tenant Improvements, Tenant shall use its best efforts
to supply to Landlord lien waivers from all suppliers, subcontractors and other
entities listed on the sworn construction statement, together with a blanket
lien waiver from Tenant's contractor for the full amount of the Work. In no
event shall any Tenant Improvement which alters any existing Building system or
any Building equipment servicing more than just the Premises be deemed a trade
fixture of Tenant and, accordingly, Tenant shall not be permitted to remove the
same at the end of the Term (or last Renewal Term, if applicable). Landlord, in
connection with its approval of the Final Plans, shall provide Tenant with a
list of those improvements which Landlord will require Tenant to remove at end
of the Term (or last Renewal Term, if applicable) pursuant to Article 19 below.
Any Tenant Improvements not on such list, or if Landlord fails to supply such
list to Tenant prior to approval of the Final Plans, then Landlord shall be
deemed to have waived its rights under Article 19 to require Tenant to so remove
such Tenant Improvements. Notwithstanding the foregoing in connection with any
Tenant's equipment or other personal property and/or trade fixtures being
removed by Tenant, unless otherwise agreed in writing by Landlord, Tenant shall
remove all conduit, cabling, piping and wiring which Tenant installed in
connection with such property being removed, and shall restore the Premises
and/or repair any damage thereto resulting from such removal. Tenant shall own,
and have the right to remove at any time during or at the end of the Term (or
last Renewal Term, if applicable), all personal property installed in the
Premises by Tenant and all of Tenant's equipment, including, without limitation,
generators, removable HVAC equipment, batteries, and UPS systems.

     B. The parties acknowledge that the Tenant's Work shall include the
following matters (whether or not included within the Final Plans), and that
Tenant shall have the right to do any of the following matters to which Tenant
is entitled but which are not included in the Final Plans at a later time,
subject

                                      -2-
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to the terms of Article 12. Any of the following shall be done at Tenant's
expense unless otherwise specified, but Tenant shall not pay any additional
charge to Landlord in connection with any of the same:


     1. the following electrical systems requirements:

          (i)      reconfiguring the power distribution system in connection
     with the power to be distributed to the "Electrical Room" (as defined
     below);

          (ii)     providing of A/C electric capacity delivered to a pull box
     within the Premises at a capacity for Tenant's needs (such electrical
     capacity may exist, but Tenant is responsible for verifying same, as well
     as confirming that such is sufficient for its needs, including the "Tenant
     Generator", as defined below). If Tenant determines that its electrical
     requirements exceed the existing service to the Premises, Tenant shall be
     entitled to, at its sole cost and expense, increase such capacity, provided
     it obtains the necessary governmental approvals and no additional costs for
     service fees are incurred by Landlord. Landlord agrees to cooperate with
     any applications Tenant may be required to make to any appropriate
     governmental agencies and/or public or private utility providers in
     connection therewith, provided the same shall be without cost to Landlord;

          (iii)    Tenant shall be entitled to install UPS electrical systems
     and/or batteries all in a portion of the Premises along with the
     Telecommunications Equipment ("Electrical Room"), or at an alternate
     location reasonably acceptable to both Landlord and Tenant, and to
     integrate the Building power into such systems.

          (iv)     Tenant shall have the right to tie into the Building's
     existing grounding systems. At Tenant's option, if the existing grounding
     systems do not meet Tenant's requirements, Tenant shall have the right to
     install its own electrical grounding system.

          (v)      Tenant shall install for the Premises (including the
     Electrical Room) an electric submeter for all electrical usage therein;

     2. installation of the following:

          (i)      Tenant shall be entitled to remove or destroy any interior
     walls within the Premises, if there are any. If Tenant delivers any modular
     interior walls from within the Premises to Landlord, Landlord shall store
     the same until the completion of Tenant's Work, at which time said removed
     modular interior walls (together with any additional modular interior walls
     Landlord may have in storage) shall be made available by Landlord to Tenant
     for installation of offices and rooms (including the Electrical Room)
     utilizing Landlord's modular walls, to the extent Tenant so desires;

          (ii)     installation of floor covering and wall coverings pursuant to
     Final Plans;

          (iii)    extension of the demising walls above the ceiling to the deck
     of the third floor, pursuant to Final Plans, if Tenant is installing any
     demising walls, to the extent required by applicable building codes;

          (iv)     Tenant shall be entitled to install cabling and conduit from
     the Premises to Tenant's telecommunication antennae and related equipment
     on the roof of the Building (which placement, location and maintenance of
     such equipment shall be governed by a separate license agreement in the
     form of Exhibit B attached hereto and incorporated herein by reference).
     Tenant agrees that at no time during the Term shall it use, license or
     otherwise agree to utilize any space upon the Building or land upon which
     it is located for antennae space, except pursuant to Exhibit B, and in no
     event shall it use, license, utilize or rent space for antennae from other
     tenants or licensees of the Building without the consent of Landlord, which
     consent may be conditioned upon payment of reasonable fees to Landlord;

          (v)      Tenant shall be entitled, without charge, to use of the
     Building's existing conduit and riser space and in the event existing
     conduit is not available, the installation of conduit and cabling from the
     Premises to HVAC, power and telecommunications facilities within and
     outside of the Building. In connection therewith Landlord shall cooperate
     with Tenant to locate and utilize an appropriate riser space from the
     Premises to other necessary levels of the Building, such cooperation may
     include core drilling (subject to Paragraph 4C below). Tenant shall also
     have the right to construct dual telecommunication conduit entrances to the
     Building (as reasonably approved by Landlord), which may include the
     removal and replacement of curbing and/or sidewalks, and trenching and
     repairing portions of the parking lot and/or other common areas, all
     subject to Paragraph 4C below. Tenant agrees to use reasonable efforts to
     cooperate and coordinate with other tenants of the Building desiring or
     constructing such dual telecommunication conduit entrances, to the extent
     Landlord notifies Tenant of the same. Notwithstanding anything contained in
     this Lease Agreement to the contrary, all cabling and conduit, located on
     the exterior of the Premises shall become the property of Landlord upon the
     expiration of the Term and shall be surrendered with the Premises and
     Tenant shall have no obligation to remove any of the same.

          (vi)     Tenant shall have the right to demolish any currently
     existing tenant improvements or other similar construction within Tenant's
     Premises, including, without limitation, cabling, water lines and other
     pipes, with the exception of Building systems and except any pipes, cables
     or ducts above the ceiling in the Premises which are located between the
     existing corridor adjacent to the Premises and the first row of columns
     within the Premises. If any pipes, cables or ducts are central to Building
     systems, Tenant may relocate them (subject to paragraph 4c below) or leave
     them within the Premises, at Tenant's option.

     3. installation of the following heating, ventilation, air conditioning
     systems, equipment or facilities ("HVAC"):

          (i)      Tenant shall have the right, at any time during the lease
     Term, to install a separate and independent cooling system to provide HVAC
     to the Premises, including but not limited to, condensers or other cooling
     equipment on the roof of the Building, in the location depicted on Exhibit
     F attached hereto, provided that the footprint for such equipment on the
     roof shall not exceed 1200 square feet unless approved by Landlord
     ("Cooling Equipment"). Tenant shall not pay for such space unless it is
     required to do so pursuant to Paragraph 35B below.

          (ii)     Tenant shall have the right to tap into the Building
     water/steam supply in order to operate a humidifier system in the Premises,
     subject to Paragraph 4C below.

          (iii)    Tenant shall have the right to modify the Building's heating
     system servicing the Premises, including, without limitation, to remove,
     cap or divert the same, subject to Paragraph 4C below.

          (iv)     Tenant may modify the duct work and other modifications
     necessary to the Building's HVAC so as to service the Premises.

                                      -3-
<PAGE>

          (v)      Tenant shall have the right to install pipes at Tenant's
     expense, not to exceed a total of twelve (12) inches in diameter and any
     one pipe not to exceed six (6) inches in diameter, from the roof through
     the core of the Building to support existing or future HVAC systems in the
     Premises.

          (vi)     Landlord shall provide, at no additional charge, riser space
     and/or appropriate other common space to connect Tenant's Cooling Equipment
     to electricity sources and to the Premises.

          (vii)    Tenant shall have the right to vent through the Building
     ventilation system and to install drains for the Cooling Equipment and to
     discard any HVAC wastewater into the Building's sewage system.

     4. Subject to the prior approval of Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed, Tenant shall be entitled to
reinforce the floor load capacity of the Premises. Tenant shall be responsible
for assuring that its equipment and any of the Work performed within the
Premises does not exceed the floor capacities of the Building and/or Premises
and Tenant shall indemnify and hold Landlord harmless from all damage, liability
and costs (including reasonable attorneys' fees) in the event it over-loads the
floor capacity of the Premises, but only to the extent it exceeds 100 pounds per
useable square foot.

     5. Tenant shall have the right, subject to paragraph 4c below, in its
discretion and at its expense, to do any or all of the following: (a) convert
the present sprinkler system within the Premise to a dry-pipe, pre-action
system, (b) relocate or encase any water mains or other water pipes running
through or adjacent to the Premises, (c) install an FM 200 gas system in the
Premises, and (d) install any other fire suppression system approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed.

     6. Tenant shall have the right, at any time, to install and maintain up to
two of its own power generators, together with associated fuel storage tanks
(the "Tenant Generators") and to integrate Building power into such Tenant
Generators. Such installation and maintenance shall be in accordance with the
following:

                   (a) Landlord shall provide a pad site for the Tenant
          Generators at no additional charge, which shall be located outside the
          Building, on the ground floor, north of the East entrance, in the
          location generally depicted on Exhibit E attached, the dimensions of
          which are approximately 30 feet by 30 feet. Such pad site shall be
          delivered to Tenant "as is" on the date of execution of this Lease
          Agreement. Tenant may secure said area by fencing or other means
          reasonably approved by Landlord; however, Tenant acknowledges that an
          existing generator currently adjoins said pad location and access to
          such adjoining pad may in no instance be blocked by Tenant or Tenant's
          use of such pad. Landlord agrees for purposes of Paragraph 35B below
          that the area so secured shall be the space actually used by Tenant
          for the Tenant Generators. Tenant shall have the right, at its option
          and at no additional charge, to install one of the two Tenant
          Generators in the roof penthouse, next to the two Building generators,
          instead of the location in the foregoing sentence, provided the same
          does not exceed 1,000 square feet.

                   (b) Landlord shall provide, at no additional charge, riser
          space and/or other appropriate common space to connect such Tenant
          Generators to electrical sources and to the Premises.

                   (c) Tenant shall first obtain such governmental approvals,
          authorizations and permits as are required to install and operate the
          Tenant Generators.

                   (d) Tenant shall maintain the Tenant Generators and any
          related equipment, at its sole cost and expense, in good order and
          condition and will repair any damage to the Building and/or any other
          equipment caused by the Tenant Generators and/or its installation
          and/or removal. Landlord shall not be liable to Tenant or to any other
          person for any loss or damage to the Tenant Generator regardless of
          cause, other than the negligence or acts of Landlord, its agents or
          employees.

                   (e) Tenant shall install such spill protection and other tank
          monitoring devices for the Tenant Generators as shall be required by
          governmental codes and regulations, (iii) Tenant shall provide
          Landlord with copies of all warranties and evidence of any testing for
          the Tenant Generators required by law, and (iv) Tenant shall indemnify
          Landlord from and against any and all costs and liability arising from
          a leak from any such fuel tank comprising part of the Tenant
          Generators, including, without limitation, any clean-up costs.

                   (f) Upon the termination of the Lease Agreement, Tenant will
          have the right to remove the Tenant Generators, provided, (i) the
          Tenant Generators are removed within five (5) days following the
          termination of the Lease Agreement, and (ii) Tenant shall repair all
          damage to the Building, landscaping and/or any other equipment caused
          by the removal of the Tenant Generators and shall restore the area to
          the condition as existing prior to such installation.

     C. All of Tenant's Work shall be performed in a good and workmanlike manner
and to the extent any of such Work involves alteration or replacement of any
existing equipment or facilities of the Building, Tenant shall use a standard
and grade equal to or better than such existing equipment and facilities. To the
extent any of Tenant's Work involves areas outside the Premises ("Exterior
Work"), Tenant and its contractors shall coordinate all such Work with Landlord
and Landlord's Building Manager, on a weekly basis. Tenant shall have the right
to perform Tenant's Work 24 hours per day, seven days per week, together with
reasonable access to freight elevators, loading docks and other common areas;
provided that Tenant will use reasonable efforts to avoid undue disturbance of
other tenants of the Building between 8:00 a.m. and 5:00 p.m. weekdays. In all
events, whenever the Tenant's Work involves the alteration and/or interference
with any of the Building's systems, including, but not limited to, electrical,
water, HVAC, sprinkler, plumbing and life/health/safety systems, Tenant shall
indemnify and hold Landlord harmless with respect to any interruption of such
systems to other portions of the Building and/or other tenants and the continued
operational integrity of such systems as a result of the Work. In all events,
Tenant, at his sole cost and expense, shall obtain all applicable governmental
approvals with respect to the installation or doing of all Work including the
Exterior Work. Tenant shall cause its contractors and subcontractors to utilize
only those parking areas designated by Landlord, and to the extent such use
utilizes parking spaces, Tenant shall utilize its parking licenses (as set forth
in Paragraph 14D and Exhibit C below) for such purposes and Tenant shall be
responsible for the license fees due thereunder during such parking use by
Tenant's contractors and subcontractors. Landlord agrees to cooperate, at no
out-of-pocket cost to it, with respect to the obtaining of any such governmental
approvals, such cooperation, however, shall not extend to providing any
concessions to the governmental authority with respect to zoning, parking or
other restrictions relating to the Building.

ARTICLE 5 - POSSESSION

     A. Tenant shall have access and possession to the Premises pursuant to
Article 4 above. Construction delays affecting Tenant's Work due to material
shortages, strikes, or acts of God, or otherwise shall in no event postpone the
date of commencement of the Term of this Lease Agreement nor of the payment of
rentals. By occupying the Premises as a Tenant, or to install fixtures,
facilities or equipment, or to perform the Work, Tenant shall be conlusively
deemed to have accepted the same, except for any latent defects affecting the
Building.

ARTICLE 6 - TENANT'S PRO RATA SHARE OF REAL ESTATE TAXES AND OPERATING EXPENSES
ABOVE BASE

     A. Commencing with calendar year 2001, during each full or partial calendar
year during the Term of this Lease Agreement, Tenant shall pay to landlord, as
Additional Rental, the amounts by which actual Real Estate Taxes and Operating
Expenses (both as hereafter defined) per square foot of rentable area in the
Building multiplied by the number of square fast of rentable area in the
Premises exceed the Real Estate Tax Base and the Operating Expense Base,
respectively (both as hereafter defined) prorated for the period that Tenant
occupied the Premises. Consistency shall be used with all methods

                                      -4-
<PAGE>

in calculating the Operating Expense Base. In the event that during all or any
portion of any calendar year, the Building is not at least 95% rented and
occupied Landlord shall make any appropriate adjustment in occupancy-related
Operating Expenses for such year for the purpose of avoiding distortion of the
amount of such Operating Expenses to be attributed to Tenant by reason of
variation in total occupancy of the Building, by employing sound accounting and
management principles to determine occupancy-related Operating Expenses that
would have been paid or incurred by Landlord had the Building been 95% rented
and occupied, and the amount so determined shall be deemed to have been
Operating Expenses for such year, provided that Landlord will not be entitled to
receive from Tenant and other tenants more than 100% of the actual occupancy-
related Operating Expenses. If Landlord incurs costs or expenses associated with
or relating to separate items or categories of Operating Expenses that were not
part of Operating Expenses during the year of the Operating Expense Base, then
the Operating Expenses for the year of the Operating Expense Base will be deemed
increased by the amounts Landlord would have incurred during the year of the
Operating Expense Base with respect to such costs and expenses had such separate
items or categories of Operating Expenses been included in Operating Expenses
during the year of the Operating Expense Base. As used herein, the "Real Estate
Tax Base" shall be the actual per rentable square foot Real Estate Taxes for the
Building for the calendar year 2000, times the rentable square feet contained
within the Premises, and the "Operating Expense Base" shall be the actual per
rentable square foot Operating Expenses for the Building for the calendar year
2000, times the rentable square feet contained within the Premises. If the
actual Real Estate Taxes or Operating Expenses per square foot times the
rentable square feet contained within the Premises are less than the Real Estate
Tax Base or Operating Expense Base, respectively, Tenant shall not be entitled
to any refund or credit.

     B. Commencing with calendar year 2001, Landlord shall, each year during
the Term of this Lease Agreement, give Tenant an estimate of Operating Expenses
and an estimate of Real Estate Taxes payable per square foot of rentable area in
the Building multiplied by the number of square feet of rentable area in the
Premises for the coming calendar year. If either such estimate exceeds the
respective Real Estate Tax Base or Operating Expense Base (as defined above),
Tenant shall pay, as Additional Rental, along with its monthly Minimum Rental
payments required hereunder, one-twelfth (1/12) of such excess estimated
Operating Expenses and/or Real Estate Taxes and such Additional Rental shall be
payable until subsequently adjusted for the following year pursuant to this
Article.

     C. As soon as possible after the expiration of each calendar year beginning
with the year 2002, but in any event no later than ninety (90) days following
the close of the calendar year, Landlord shall determine and certify to Tenant
the actual Operating Expenses and Real Estate Taxes for the previous year per
square foot of rentable area in the Building and the amounts applicable to the
Premises. If such statement shows that Tenant's share of increases in Operating
Expenses and Real Estate Taxes over the Operating Expense Base and the Real
Estate Tax Base, respectively exceeds Tenant's estimated monthly payments for
the previous calendar year, then Tenant shall, within twenty (20) days after
receiving Landlord's certification, pay such deficiency to Landlord. In the
event of an overpayment by Tenant, such overpayment (not to exceed the amount of
the estimated payments) shall be refunded to Tenant, at the time of
certification, in the form of an adjustment in the Minimum Rental or Additional
Rental next coming due, or if at the end of the Term by a refund. By written
notice given to Landlord no later than six (6) months following delivery of the
written certification of Landlord, Tenant shall have the right to audit, or have
audited the written certification and the books and records from which such
certification is derived. Tenant shall pay the costs of any such audit, unless
it is determined that Tenant's overpayment was more than three percent (3%) of
the actual amount in which case Landlord shall reimburse Tenant for the
reasonable cost of the audit.

     D. For purposes of this Article, the term "Real Estate Taxes" means the
total of all taxes, fees, charges and assessments, general and special, ordinary
and extraordinary, foreseen or unforeseen, which become due and payable upon the
Building. All reasonable costs and expenses incurred by Landlord during
negotiations for or contests of the amount of Real Estate Taxes shall be
included within the term "Real Estate Taxes". For purposes of this Article, the
term "Operating Expenses" shall be deemed to mean all reasonable costs and
expenses directly related to the Building incurred by Landlord in the repair
operation, management and maintenance of the Building including interior and
exterior and common area maintenance, management fees (to the extent the same
are included in the BOMA definition of "reasonable and customary fees for
management in the building), cleaning expenses, energy expenses except as
provided below, insurance premiums, and the amortization of capital investments
made to reduce operating costs (including reroofing costs) to the extent of
reasonably anticipated savings to be achieved thereby or that are necessary due
to govermnental requirements not in effect on the date of this Lease Agreement,
all in accordance with generally accepted accounting principles. Landlord agrees
that notwithstanding anything to the contrary in this Lease Agreement, Tenant's
proportionate share of Operating Expenses shall not be increased for any
calendar year by more than 3% over the previous calendar year. The following
shall not be included in Operating Expenses:

          1. real estate brokerage and leasing commissions and other expenses
     incurred for leasing;

          2. cost of alterations or improvements of any tenant's premises;

          3. allowances or concessions provided to any tenant or occupant of the
     Building;

          4. costs incurred to make major repairs or replacements of any
     defective initial construction of the Building and related appurtenances
     regardless of how such costs are characterized under generally accepted
     accounting principles, and costs incurred for repairs or other items to the
     extent Landlord is reimbursed by third parties;

          5. legal expenses incurred in connection with the preparation or
     negotiation of leases, subleases, assignments or other lease-related
     documents with current, prior or prospective tenants or occupants of the
     Building;

          6. marketing or advertising costs to solicit new tenants;

          7. wages, salaries, fees, and fringe benefits paid to executive
     personnel or officers or partners of Landlord not having direct day to day
     responsibility for operating or providing services to the Building;

          8. the cost, above any applicable deductible, of repairs or other work
     occasioned by fire, windstorm or other casualty of an insurable nature or
     by the exercise of eminent domain;

          9. costs incurred for alterations, replacements or improvements that
     would be considered capital improvements under generally accepted
     accounting and sound management principles consistently applied, except
     current amortization (together with interest of ten percent (10%) per annum
     on the unamortized amount) of the capital improvement cost over the
     reasonable useful life of the improvement where such capital improvement is
     reasonably necessary to improve the operation or maintenance efficiency of
     the Building or as otherwise expressly permitted above, provided that the
     amortization costs charged to direct costs for capital improvements to
     improve the operation or maintenance efficiency of the Building shall be
     limited to the estimated reduction in direct costs for the relevant years
     resulting from such capital improvements;

          10. expenses in connection with services or other benefits of a type
     which are not provided or available to Tenant but which are provided to
     another tenant of the Building or to some other third party. Tenant
     acknowledges that janitorial expenses for the Building and for individual
     tenant spaces are included within Operating Expenses notwithstanding that
     janitorial services shall be supplied only to the office portions of the
     Premises;

          11. costs incurred due to violation by Landlord or any tenant of the
     Building of the terms or conditions of any lease;

          12. Landlord's general overhead except as it directly relates to the
     management and operation of the Building;

          13. all items and services for which any tenant reimburses Landlord or
     pays third persons;

                                      -5-
<PAGE>

          14. ground lease rentals, principal or interest payments, refinancing
     charges or points, or penalties resulting from late payments by the
     Landlord, or depreciation;

          15. costs incurred in connection with the cure or correction of latent
     defects at the Building and cost incurred in connection with the clean-up
     of Hazardous Substances from the Project or Building;

          16. Landlord's cost of services sold separately to tenants for which
     Landlord is entitled to be reimbursed by such tenants as an additional
     charge;

          17. costs incurred in connection with negotiations or disputes with
     tenants of the Building and costs incurred due to the violation by Landlord
     of the terms of any lease or other contract;

          18. costs incurred in connection with renovating or otherwise
     improving or decorating leased space for other tenants or other occupants
     or vacant tenant space, other than common areas, and costs incurred in
     connection with any construction or improvement of any portion of the
     Building except the common areas and with construction or improvement of
     any additional building or structure on the land on which the Premises is
     located;

          19. any particular item or service for which Tenant otherwise
     reimburses Landlord by direct payment;

          20. any expense for which Landlord is compensated through proceeds of
     insurance or agreements of indemnity or surety bonds or guaranties or for
     which Landlord is reimbursed by third parties;

          21. any fines or penalties or other expenses incurred due to actual or
     alleged violations by the Building of any governmental law, rule or
     authority which is in effect on the date of this Lease Agreement and any
     fines or penalties or other expenses incurred due to actual or alleged
     violations by Landlord of any governmental law, rule or authority whether
     or not in effect on the date of this Lease Agreement;

          22. cost of legal, accounting and other professional services incurred
     by Landlord in connection with leasing activities or other activities which
     are not Operating Expenses, and costs of audits of any kind performed by
     tenants;

          23. any bad debt loss, rent loss, or reserves for bad debt or rent
     loss;

          24. Landlord's general corporate overhead and general administrative
     expenses;

          25. Costs arising from Landlord's charitable or political
     contributions;

          26. Real Estate Taxes; and

          27. Any types of utility services (including, without limitation,
     electricity, water, gas, sewer and telephone) that at any time during the
     Term of this Lease Agreement (any Renewal Terms) are separately metered or
     contracted for and paid for by Tenant directly, to the extent serving any
     other tenant portions of the Building, except that Landlord may include
     within Operating Expenses electrical usage by tenants not currently
     separately submetered (but such tenants shall not exceed 10% of the
     Building's area).

     E. Landlord may at any time designate a fiscal year in lieu of a calendar
year and in such event, at the time of such a change, there may be a billing for
the fiscal year which is less than 12 calendar months. Any such change shall not
increase the amounts that Tenant would otherwise owe hereunder.

     F. Landlord reserves, and Tenant hereby assigns to Landlord, the sole and
exclusive right to contest, protest, petition for review, or otherwise seek a
reduction in the Real Estate Taxes. In the event of any reductions in the Real
Estate Taxes due to Landlord's contesting the same which relate to taxes due and
payable for a year during the Term (or any Renewal Terms), such tax reduction,
after payment of Landlord's reasonable costs and expenses incurred in connection
with effectuating such reduction (unless such costs and expenses have already
been reimbursed as part of prior Real Estate Tax payments), shall be
retroactively given effect, and Tenant shall be refunded its Proportionate Share
of said reduction (but not below the Real Estate Tax Base).

     G. Landlord shall keep and maintain records of all Operating Expenses and
Real Estate Taxes for a period of not less than two (2) years, which records
shall be made available to Tenant at reasonable times at Landlord's offices for
inspection and copying by Tenant or its representatives, at Tenant's cost. If
Tenant in good faith disputes the accuracy of the total amount of Operating
Expenses or Real Estate Taxes, Tenant may audit Landlord's books and records by
Tenant's representative. If such audit establishes that any of the actual
Operating Expenses or Real Estate Taxes are less than Landlord's final
determination thereof by three percent (3%) or more, then Landlord shall pay the
cost of such audit. Any over-charged or under-paid amounts shall be reimbursed
by the responsible party within thirty (30) days following delivery of such
audit to Landlord, provided Landlord does not contest the same. Any amounts
payable pursuant to this Lease Agreement shall continue to be paid during the
pendency of any audit or dispute, but upon final determination or resolution of
such dispute, any amounts payable by one party to the other hereunder shall bear
interest at the rate of twelve percent (12%) per annum.

      H. Tenant agrees to pay as Additional Rent, which shall be collectable to
the same extent as Minimum Rental, any tax, charge or fee which may be levied,
assessed or imposed upon or measured by the rents reserved hereunder by any
governmental authority acting under any present of future law, before any fine,
penalty, interest or costs may be added thereto for non-payment. The foregoing
shall not be construed to include any form of income tax.

ARTICLE 7 - UTILITIES AND SERVICE; ACCESS, COLOCATION AND INTERCONNECTION

     A. Landlord agrees to provide water and sanitary sewer services to the
common area restrooms of the Building, together with janitorial supplies and
cleaning services to such restroom facilities.

     B. Landlord agrees to furnish standard heat, ventilation and air
conditioning, adequate for normal office operations, to the Premises, or, at
Tenant's option, exclusively to the office areas of the Premises (provided
Tenant does not remove and/or relocate the HVAC duct work serving the office
areas of the Premises), during normal business hours, at no additional charge.
Landlord shall also provide electricity and janitorial services to the office
areas of the Premises (specifically excluded from the Electrical Room), on a 24-
hour basis. Electricity to the Premises shall be by separate submeter installed
by Tenant at its expense, if not currently existing.

     C. Tenant shall make arrangements to connect the Premises to Building power
in the high voltage room in the "penthouse" and equipment rooms, or otherwise as
approved by Landlord, which approval shall not be unreasonably withheld.
Thereafter, Landlord shall deliver to the Premises at all times, through the
duration of the Term and any Renewal Terms, a minimum of 1200 amps of 480 volt
a/c three phase power.

     D. No temporary interruption or failure of such services incidental to the
making of repairs, alterations or improvements, or due to accidents or strike or
conditions or events not under Landlord's control, shall be deemed as an
eviction of the Tenant or relieve the Tenant from any of the Tenant's
obligations hereunder. Notwithstanding the foregoing, if for any reason
whatsoever, except due to force majeure or by any negligent act or omission or
intentional misconduct of Tenant and as a result: (i) all or any portion of the
Premises shall become untenantable (the "Untenantable Premises") for the normal
conduct of Tenant's business for a period of three (3) consecutive days, (ii)
Tenant shall vacate the Untenantable Premises and cease doing business therein
in (provided, however, that the continued presence of Tenant's security
personnel therein for the purposes of preservation of Tenant's property shall
not constitute a failure by Tenant to vacate the Untenantable Premises) and
(iii) Tenant shall give notice to Landlord of the facts set forth in clauses (i)
and (ii) above, then in such event, the portion of the Rents allocable to the
Untenantable Premises shall be fully abated for the period commencing on the day
that all

                                      -6-
<PAGE>

the conditions set forth in (i), (ii) and (iii) above shall first be satisfied
and ending on the date that the Untenantable Premises shall be rendered usable
for the normal conduct of Tenant's business and Landlord shall have given notice
thereof (or the date Tenant shall re-occupy the Untenantable Premises for the
normal conduct of its business, if earlier).

        E. For the purposes of this Article 7, normal business hours shall be
deemed to mean the period of time between 8:00 am. and 6:00 p.m., Monday through
Friday, and 8:00 a.m. to 1:00 p.m. Saturdays, and specifically excluding Sundays
and legal holidays. Landlord agrees that Tenant and its customers and vendors
shall have access to the Premises, common areas, power and telephone closets
serving the Premises, the elevator and parking area, freight elevators and
loading dock and any of Tenant's equipment in the Building or otherwise within
Landlord's control, 24 hours per day, 7 days per week, 52 weeks per year. After
normal business hours such access may be subject to the use of security cards
and other rules and regulations which Landlord may adopt from time to time with
respect to the Building, provided the same are reasonable and are equally
applicable to all tenants of the Building and are not inconsistent with the
foregoing and do not materially interfere with the conduct of Tenant's business.
Landlord specifically acknowledges that Tenant's business requires regular
access to the Premises for Tenant's customers after normal business hours.
Landlord also agrees that it will establish procedures that permit access to
areas other than the Premises after normal business hours, which procedures will
include a mechanism for access without advance notice for repairs and other
urgent matters that are unanticipated.

        F. Tenant shall have all of the rights provided in this Section 7(F), at
no additional charge. Tenant shall have the right to place telecommunications
equipment of its customers within the Premises ("Co-Location") without
Landlord's consent and such Co-Location shall not be deemed an assignment or
sublease or restricted license under the terms of this Lease Agreement
regardless whether a written agreement exists between Tenant and its customers,
Tenant shall have the right in addition to Co-Location to provide rights to
temporarily use portions of the Premises (not to exceed 3 weeks in duraton) to
its customers and vendors without Landlord's consent. Tenant shall have the
right to connect customer equipment to telecommunications facilities in the
Building. Tenant shall have the right to interconnect its telecommunications
facilities with, and/or to provide telecommunications services to, other tenants
of the Building. Landlord shall provide access to and space within building
risers for the foregoing purposes at no additional charge.

        G.  Tenant shall have the right to make its own arrangements for power.

ARTICLE 8- NON-LIABILITY OF LANDLORD AND YEAR 2000 READINESS DISCLOSURE

       A. Except in the event of negligence of Landlord, its agents, employees
or contractors, or as specifically provided herein, Landlord shall not be liable
for any loss or damage for failure to furnish heat, air conditioning,
electricity, elevator service, water, sprinkler system or janitorial service.
Landlord shall not be liable for personal injury, death or any damage from any
cause about the Premises or the Building except if caused by Landlord's
negligence or willful misconduct.

        B. Landlord shall provide Tenant with a list of the Building's major
equipment ("Major Equipment") manufacturers, as reasonably requested by Tenant,
including model numbers and software version numbers of any software utilized
with such equipment, to the extent known or reasonably ascertainable by
Landlord. Major Equipment shall be deemed to include, without limitation, the
Building's fire surpression system. Landlord shall use its good faith efforts to
obtain from its vendor/servicors of its Major Equipment a Y2K compliance
statement with respect to such Major Equipment and shall utilize its good faith
efforts to conform any such Major Equipment so as to be Y2K compliant, to the
extent it discovers that any such Major Equipment is not Y2K compliant. The
foregoing is not a guaranty nor an indemnification that no interruptions or
malfunctions will result as a passage from the year 1999 to the year 2000, but
rather to simply disclose to Tenant the steps Landlord has and/or will take and
Tenant specifically releases Landlord from damages, liabilities or costs or
expenses which may arise out of such interruption and/or malfunction, unless
Landlord has breached the representations set forth in this Article.

ARTICLE 9- CARE OF PREMISES

       A.  Tenant agrees:

                1.  To keep the Premises in as good condition and repair as they
       were in at the time Tenant took possession of same, reasonable wear and
       tear and damage from fire and other casualty for which insurance is
       normally procured excepted;

                2.  To keep the Premises in a clean and sanitary condition and
       to be responsible for janitorial services for the switch room;

                3.  Not to commit any nuisance or waste on the Premises,
       overload the Premises or the electrical, water and/or plumbing facilities
       in the Premises or Building, throw foreign substances in plumbing
       facilities, or wastefully use any of the utilities furnished by Landlord;

                4.  To abide by such rules and regulations as may from time to
       time be reasonably promulgated by Landlord and of which Tenant has
       received written notice, except to the extent any of the same conflict
       with the terms and provisions of this Lease;

                5.  To obtain Landlord's prior approval (not to be unreasonably
       withheld, conditioned or delayed) of the interior design of any portion
       of the Premises visible from the common areas or from the outside of the
       Building. "Interior design" as used in the preceding sentence shall
       include but not be limited to floor and wall coverings, furniture, office
       design, artwork and color scheme; and

                6.  Landlord shall have no obligation to maintain, repair or
       replace any equipment and/or trade fixtures which services, or is
       dedicated, solely or exclusively to the Premises and/or Tenant.

      B. If Tenant shall fail to keep and preserve the Premises in the state of
condition required by the provisions of this Article 9, the Landlord may at its
option put or cause the same to be put into the condition and state of repair
agreed upon, and in such case the Tenant, on demand, shall pay the cost thereof.

      C. Landlord agrees to keep and maintain the common areas of the Building
consistent with other Class B buildings in the Minneapolis central business
district and to supply janitorial services for only the office and common areas.


ARTICLE 10- NON-PERMITTED USE

      A. Tenant agrees to use the Premises only for the purposes set forth in
Article 2 hereof. Tenant further agrees not to commit or permit any act to be
performed on the Premises or any omission to occur which shall be in violation
of any statute, regulation or ordinance of any governmental body or which will
increase the insurance rates on the Building or which will be in violation of
any insurance policy carried on the Building by the Landlord. Landlord agrees
that Tenant's use of the Premises as expressly permitted in this Lease Agreement
will not increase the insurance rates on the Building or violate any insurance
policy carried on the Building by Landlord. Tenant, at its expense, shall comply
with all governmental laws, ordinances, rules and regulations applicable to
Tenant's particular use of the Premises and shall promptly comply with all
governmental orders, rulings and directives for the correction, prevention and
abatement of any violation upon, or in connection with Tenant's particular use
of the Premises, including the making of any alterations or improvements to the
Premises, all at Tenant's sole cost and expense. The Tenant shall not disturb
other occupants of the Building by making any undue or unseemly noise and shall
not do or permit to be done in or about the Premises anything which will be
dangerous to life or limb. In connection with the foregoing provision, Tenant
covenants and agrees that it shall not store, process, produce or dispose of any
flammables, explosives, radioactive materials, ACM's, polychlorinated biphenyls
(PCB's), chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous waste, toxic substances, petroleum and petroleum
products, chloraflora carbons (CFC's) and substances declared to be hazardous or
toxic (collectively "Hazardous Substances") in violation of any present or
future federal, state or local environmental law, ordinance or regulation
("Environmental Laws") upon the Premises or any part thereof without first
obtaining Landlord's written consent, which consent may be withheld or denied in
Landlord's sole discretion, provided that Landlord hereby consents to Hazardous
Substances in small quantities as are typically used in an office building (such
as, toner, cleaning fluids,


                                      -7-
<PAGE>

etc.) and in a telecommunications and computer equipment room. Tenant agrees to
indemnify and defend and hold Landlord harmless from and against all fines
suits, claims, actions, damages, liabilities, costs and expenses (including
reasonable attorneys' fees) asserted against Landlord arising out of and in any
way connected with Tenant's failure to comply with its obligations of this
Paragraph or arising from the consented to presence of Hazardous Substances
which Landlord has consented to under this paragraph (specifically including any
diesel fuel), which indemnification shall survive the expiration of the
termination of this Lease Agreement.

     B. Landlord represents that it was not the owner of the Building during
construction. Landlord warrants and represents that, to the best of its
knowledge, there are no Hazardous Substances in the Building, including, without
limitation, lead-based paint, except as may be disclosed in the environmnental
Report" (as defined hereafter). Landlord warrants and represents that, to the
best of its knowledge, there is no asbestos in the Building. Landlord shall make
available that certain Phase I Environmental Report prepared on behalf of the
FDIC/RTC ("Environmental Report") to Tenant. Landlord warrants and represents
that there is nothing contained in the Environmental Report which would
materially interfere with Tenant's use of the Premises and or construction of
its Work. Landlord hereby covenants that if, at any time during the Term of the
Lease Agreement, as the same may be extended, "Hazardous Substances" are
required to be removed, encapsulated or otherwise remediated by any legal
governmental authority having jurisdiction over the Building, the presence for
which Landlord is the "responsible party" and Tenant is not a "responsible
party" (as defined by Environmental Laws) then Landlord shall so remediate the
same as so required, at Landlord's sole cost and expense and not as a part of
Operating Expenses. Landlord agrees to indemnify and defend and hold Tenant
harmless from and against all fines, suits, claims, actions, damages,
liabilities, costs and expenses (including attorneys' fees) asserted by such
governmental authorities against Tenant arising out of or in any way connected
with Landlord's failure to comply with its obligations in the preceding
sentence, which indemnification shall survive the expiration or the termination
of this Lease Agreement.

ARTICLE 11 - INSPECTION

      The Landlord or its employees or agents shall have the right without any
diminution of rent or other charges payable hereunder by Tenant to enter the
office portion of the Premises at all reasonable times for the purpose of
exhibiting the Premises to prospective tenants or purchasers, inspection,
cleaning, repairing, testing, altering or improving the same or said Building,
but nothing contained in this Article shall be construed so as to impose any
obligation on Landlord to make any repairs, alterations or improvements.
Landlord's rights under this section shall be exercised in such a manner as to
create the least practicable interference with Tenant's use and occupancy of the
Premises. Except in the case of an emergency posing imminent danger to any
person, the Premises, or any other portion of the Building which makes notice to
Tenant impractical, any entry on the Premises by Landlord shall be made at
reasonable times after reasonable notice to Tenant. In exercising Landlord's
rights of entry, Landlord shall comply with Tenant's reasonable security
regulations of which Landlord has been advised of in writing. Landlord hereby
recognizes that Tenant is engaged in a business that involves access to
privileged and confidential matters and information and agrees to take
reasonable precautions as to not compromise such confidentiality or Tenant's
security procedures. Therefore Landlord agrees that Landlord may enter and pass
through the Premises only when accompanied by a representative of Tenant,
provided that Tenant agrees to make such representative available. Landlord
agrees that it shall not enter the Premises for the purpose of exhibiting the
Premises to prospective tenants, except during the last nine (9) months of the
Term, as the same may be extended, or at any time when Tenant is in default.

ARTICLE 12 - ALTERATIONS

     Except as provided in Section 4(B)(2)(v), Tenant will not make any
alterations, additions or improvements in or to the Premises or add, disturb or
in any way change any plumbing, wiring, life/safety or mechanical systems,
locks, or structural portions of the Building (any of the same, "Alterations")
without the prior written consent of the Landlord as to the character of the
Alterations, the manner of doing the work, and the contractor doing the work
(approval of the Preliminary Plans, Final Plans and any Change Requests shall be
governed by Article 4 and shall not require separate consent under this Article
12). Such consent shall not be unreasonably withheld, conditioned or delayed. If
Landlord fails to approve or disapprove any proposed Alterations in writing
within five (5) business days of receipt of a request therefor from Tenant, then
such Alterations shall be deemed approved by Landlord. All such work shall
comply with all applicable governmental laws, ordinances, rules and regulations.
Landlord shall not be permitted to charge any supervisory or other fees or
charges with respect to, or otherwise profit from, any Alterations. Tenant shall
have the right to perform approved Alterations 24 hours per day, seven days per
week, together with reasonable access to freight elevators, loading docks and
other common areas; provided that Tenant will use reasonable efforts to avoid
undue disturbance of other tenants of the Building between 8:00 a.m. and 5:00
p.m. weekdays. Landlord, in connection with its approval of any Alterations,
shall provide Tenant with a list of those improvements which Landlord will
require Tenant to remove at the end of the Term (or last Renewal Term, if
applicable) pursuant to Article 19 below. Any improvements not on such list, or
if Landlord fails to supply such list to Tenant prior to the approval of the
Alterations, then Landlord shall be deemed to have waived its rights under
Article 19 to require Tenant to so remove such improvements. Notwithstanding the
foregoing in connection with any Tenant's equipment or other personal property
and/or trade fixtures being removed by Tenant, unless otherwise agreed in
writing by Landlord, Tenant shall remove all conduit, cabling, piping and wiring
which Tenant installed in connection with such property being removed, and shall
restore the Premises and/or repair any damage thereto resulting from such
removal. Tenant shall own, and have the right to remove at any time during or at
the end of the Term (or last Renewal Term, if applicable), all personal property
installed in the Premises by Tenant and all of Tenant's equipment, including,
without limitation, generators, removable HVAC equipment, batteries, and UPS
systems.

ARTICLE 13 - SIGNS

     Tenant agrees that no signs or other advertising materials shall be
erected, attached or affixed to any portion of the interior or exterior of the
Premises or the Building without the express prior written consent of Landlord.
Landlord, at its sole cost and expense, shall install Building standard tenant
graphics at the main entry to the Premises (which, if Tenant requests, may
incorporate Tenant's logo as may be agreed to between Landlord and Tenant) and
an indentification strip for Tenant on the Building's lobby directory. Tenant
shall have the right to use its standard graphics at the entrance inside
the Premises, and Landlord hereby consents thereto.

ARTICLE 14 - COMMON AREAS

     A. Tenant agrees that the use of all corridors, passageways, elevators,
toilet rooms, parking areas and landscaped area in and around said Building, by
the Tenant or Tenant's employees, visitors or invitees, shall be subject to such
reasonable rules and regulations as may from time to time be made by Landlord
for the safety, comfort and convenience of the owners, occupants, tenants and
invitees of said Building and of which Tenant has received written notice,
except to the extent any of the same conflict with the terms and provisions of
this Lease. Tenant agrees that no awnings, curtains, drapes or shades shall be
used upon the Premises except as may be approved by Landlord, such approval not
to be unreasonably withheld, delayed or conditioned.

     B. In addition to the Premises, Tenant shall have the right of non-
exclusive use, in common with others, of (a) all unrestricted automobile parking
areas, driveways and walkways, and (b) loading facilities, freight elevators and
other facilities as may be constructed in the Building, and (c) public restrooms
cafeteria, hallways, the lobby, elevators, sidewalks, hallways, stairways,
common entrances and other similar public areas and access ways, all to be
subject to the terms and conditions of this Lease Agreement and to reasonable
rules and regulations for the use thereof as prescribed from time to time by
Landlord and of which Tenant has received written notice, except to the extent
any of the same conflict with the terms and provisions of this Lease.

     C. Provided that none of the same shall unreasonably interfere with the
conduct of Tenant's business or unreasonably increase the amount of Operating
Expenses or Real Estate Taxes that Tenant would otherwise owe: (a) Landlord
shall have the right to make changes or revisions in the site plan and in the
Building so as to provide additional leasing area, (b) Landlord shall also have
the right to construct additional buildings on the land described on Exhibit A-2
for such purposes as Landlord may deem appropriate, (c) subject to Tenant's
rights in respect of the Tenant Improvements, Landlord also reserves all
airspace rights above, below and to all sides of the Premises, including the
right to make changes, alterations or provide additional leasing areas.

     D. Landlord and Tenant agree that Landlord will not be responsible for any
loss, theft or damage to vehicles, or the contents thereof, parked or left in
the parking areas of the Building and Tenant agrees to so advise its employees,
visitors or invitees who may use such parking areas. The parking areas shall
include those areas designated by Landlord, in its sole discretion, as either
restricted or unrestricted parking areas. Any restricted parking area shall be
leased only by separate license agreement with Landlord. Landlord agrees to
provide Tenant unassigned parking spaces pursuant to the license agreement in
the form of Exhibit C, and assigned parking spaces pursuant to the license
agreement in the form of Exhibit C-l. The parking spaces being made available to
Tenant pursuant to this Paragraph shall be made available at the commencement of
the Term and through January 1, 2000 and continuing thereafter during the
balance of the Term and Renewal Terms, but only to the extent Tenant continues
the initial number of parking spaces continuously. If

                                      -8-
<PAGE>

Tenant should cease one or more such parking spaces after January 1, 2000, then
Landlord shall not and does not guaranty that Tenant shall be entitled to
subsequently have such parking spaces available to it, provided that Landlord
agrees to make such parking spaces available to Tenant again if the same become
available.

     E. Landlord shall finalize reinstallation of carpeting in common areas
within the Building with due diligence after major construction of tenant areas
(including the Premises) has been finalized.

ARTICLE 15- ASSIGNMENT AND SUBLETTING

     A. Tenant agrees not to assign, sublet, license, or encumber this Lease
Agreement, the Premises, or any part thereof, whether by voluntary act,
operation of law, or otherwise without the specific prior written consent of
Landlord; provided however, Landlord agrees not to unreasonably withhold,
condition, delay or deny such consent if: i) such assignment or sublease is in
writing and the assignee or sublessee assumes all the obligations of Tenant
under this Lease Agreement; ii) the remaining provisions of this Lease Agreement
continue to be applicable; and iii) Tenant shall remain liable hereunder.
Landlord further hereby gives its consent to an assignment of this Lease
Agreement or sublease of the Premises to any entity which controls, is
controlled by, or is under common control with Tenant or to any entity into or
with which Tenant is merged or to the purchaser of all or substantially all the
ownership interests or assets of Tenant. Any such assignment of subletting for
which consent is deemed given pursuant to the prior sentence, shall comply with
clauses i) through iii) of the first sentence of this Article. Tenant agrees to
give Landlord notice within ten 10 days after the occurrence of any such
event, together with a copy of any assignment and assumption agreement. Consent
by Landlord in one such instance shall not be a waiver of Landlord's rights
under this Article as to requiring consent for any subsequent instance. In the
event Tenant desires to sublet a part or all of the Premises, or assign this
Lease Agreement, and Landlord's consent is required hereunder, Tenant shall give
written notice to Landlord at least thirty (30) days prior to the proposed
subletting or assignment, which notice shall state the name of the proposed
subtenant or assignee, the terms of any sublease or assignment documents and
copies of financial reports or other relevant financial information of the
proposed subtenant or assignee. At Landlord's option, any and all payments by
the proposed assignee or sublessee with respect to the assignment of sublease
shall be paid directly to Landlord. In any event no subletting or assignment
shall release Tenant of its obligation to pay the rent and to perform all other
obligations to be performed by Tenant hereunder for the Term of this Lease
Agreement. The acceptance of rent by Landlord from any other person shall not be
deemed to be a waiver by Landlord of any provision hereof.

     B. Notwithstanding anything to the contrary contained in this Article,
Tenant may collaterally assign, mortgage, pledge, or hypothecate, without
Landlord's consent, its interest in this Lease Agreement to any financing
entity, or agent on behalf of any financing entity to whom Tenant: i) has
obligations for borrowed money or in respect of guarantees thereof, ii) has
obligations evidenced by bonds, debentures, notes, or similar instruments, or
iii) has obligations under or with respect to letters of credit, bankers'
acceptances and similar facilities or in respect of guarantees thereof.

     C. Landlord's right to assign this Lease Agreement is and shall remain
unqualified upon any sale or transfer of the Building and, providing the
purchaser succeeds to the interests of Landlord under this Lease Agreement and
assumes the Landlord's obligations hereunder, Landlord shall thereupon be
entirely freed of all obligations of the Landlord accruing hereunder after such
conveyance and shall not be subject to any liability resulting from any act or
omission or event occurring after such conveyance.

ARTICLE 16- LOSS BY CASUALTY

     A. If the Building is damaged or destroyed by fire or other casualty,
Landlord shall promptly repair the same unless this Lease is terminated as
provided herein. If 25% or more of the Building is damaged by fire or other
casualty, and in the reasonable opinion of Landlord: i) the Premises cannot be
restored to tenantable condition within a period of ninety (90) days following
the commencement of such restoration work, and/or ii) the cost of performing
such restoration work exceeds the proceeds of Landlord's casualty insurance or
the casualty insurance that Landlord is required to carry pursuant to this Lease
Agreement, whichever is greater, by more than $100,000, excluding any applicable
deductible, then Landlord shall not be required to make any repairs and
Landlord, if it elects not to make repairs, shall have the right to terminate
this Lease Agreement upon written notice to Tenant within thirty (30) days of
the date of such fire or other casualty, in which event, this Lease Agreement
shall terminate as of the date specified in such notice, which date shall be at
least 30 not more than sixty days after such notice, and Landlord and Tenant
shall be released from any and all liability thereafter accruing hereunder.
Landlord shall notify Tenant of its decision to rebuild or not within said
thirty (30) day period. Anything herein to the contrary notwithstanding, if the
Premises or any other portions of the Building providing essential services or
access to the Premises are destroyed or so damaged that they cannot be repaired
and made tenantable within ninety (90) days following commencement of such
restoration work, or so damaged that Landlord shall decide not to repair or
rebuild, or Landlord decides to repair or rebuild, but does not restore the
Premises or any such other portions of the Building to a tenantable condition
within ninety (90) after commencement of such restoration work (subject to an
extension of up to an additional sixty (30) days due to causes beyond Landlord's
control), or if for any other reason the Premises is not restored to a
tenantable condition within 150 days of the date of the fire or other casualty,
then, in any of such instances, Tenant may terminate this Lease Agreement by
giving notice to Landlord within thirty (30) days after Tenant's receipt of
Landlord's notice or the expiration of said ninety (90) day period (as extended
due to causes beyond Landlord's control, as set forth above) or the expiration
of the 150 day period as set forth above, as applicable, in which event this
Lease Agreement shall terminate as of the date of such notice and Landlord and
Tenant shall be released from any and all liability thereafter accruing
hereunder. If this Lease Agreement has not been terminated by either Landlord or
Tenant, then the rents due hereunder shall abate during such period of time as
the Premises are untenantable, in the proportion that the untenantable portion
of the Premises bears to entire Premises and, if necessary, shall be refunded to
Tenant. If the Premises is damaged so that Tenant cannot reasonably conduct its
business therein, then immediately following such damage, Tenant shall have the
right to relocate the Premises for the balance of the Term, including any
renewals, to any other space in the Building which may then be "Available for
Leasing" (as defined in Article 34 below), by notice given to Landlord within 45
days after such damage (but prior to the date when, if at all, the Premises is
restored). Landlord shall cooperate with Tenant in identifying such space which
is Available for Leasing and, if Tenant exercises such right, in arranging for
the relocation. If such relocated space varies in size from the Premises, a
ratification agreement pursuant to first substantive paragraph of this Lease
Agreement shall be entered into.

     B. If the Premises are to be repaired under this Article 16, Landlord shall
repair any injury or damage to the Building itself and the Premises in
substantially the condition the same were in at the execution of this Lease
Agreement, specifically excluding any leasehold improvements constructed by
Tenant, Tenant's Equipment or any Collateral, all of which shall be restored to
the extent Tenant deems necessary, at Tenant's sole cost and expense. Tenant
shall at its own cost and expense, remove all of its furniture and other
personal property from the Premises as Landlord shall reasonably require in
connection with its repair and restoration of the Premises under this Article
16.


ARTICLE 17- WAIVER OF SUBROGATION

     Landlord and Tenant hereby release the other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property caused by fire or
any of the extended coverage or supplementary contract casualties, even if such
fire or other casualty shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible, provided however,
that this release shall be applicable and in force and effect only with respect
to loss or damage occurring during such times as the releasing party's policies
shall contain a clause or endorsement to the effect that any such release would
not adversely affect or impair said policies or prejudice the right of the
releasing party to recover thereunder. Landlord and Tenant agree that they will
request their insurance carriers to include in their policies such a clause or
endorsement. If extra cost shall be charged therefore, each party shall advise
the other of the amount of the extra cost, and the other party, at its election,
may pay the same, but shall not be obligated to do so.

ARTICLE 18 - EMINENT DOMAIN

     If the entire Building is taken by eminent domain, this Lease Agreement
shall automatically terminate as of the date of taking. If a portion
constituting more than twenty-five percent (25%) of the Building is taken by
eminent domain, the Landlord shall have the right to terminate this Lease
Agreement, provided it gives written notice thereof to the Tenant within ninety
(90) days after the date of taking. If a portion of the Premises is taken by
eminent domain, Tenant shall have the right to terminate this Lease Agreement,
provided it gives written notice thereof to Landlord within ninety (90) days
after the date of taking or ninety (90) days after the date Tenant receives
notice of the taking, whichever is later. If neither Landlord nor Tenant
terminates, then the Landlord shall, at its expense, restore the Premises and
the Building to as near the condition which existed immediately prior to the
date of taking as reasonably possible, and the rentals shall abate during such
period of time as the Premises are untenantable, in the proportion that the
untenantable

                                      -9-
<PAGE>

portion of the Premises bears to the entire Premises. All damages awarded for
such taking under the power of eminent domain shall belong to and be the sole
property of Landlord, irrespective of the basis upon which they are awarded,
provided, however, that nothing contained herein shall prevent Tenant from
making a separate claim to the condemning authority for its moving expenses and
trade fixtures. For purposes of this Article, a taking by eminent domain shall
include Landlord's giving of a deed under threat of condemnation, and shall be
deemed to occur on the earlier of the date fee simple title has vested or
possession has been obtained by the taking authority.

ARTICLE 19 - SURRENDER

     On the last day of the Term of this Lease Agreement or on the sooner
termination thereof in accordance with the terms hereof, Tenant shall peaceably
surrender the Premises in good condition and repair consistent with Tenant's
duty to make repairs as provided in Article 9 hereof. On or before said last
day, Tenant shall at its expense remove all of its equipment from the Premises,
repairing any damage caused thereby, and any property not removed shall be
deemed abandoned, with the exception of any "Collateral" (as defined in Article
28 below) to the extent of any security interests by third parties. All
alterations, additions and fixtures other than Tenant's personal property and
equipment and trade fixtures, which have been made or installed by either
Landlord or Tenant upon the Premises shall remain as Landlord's property and
shall be surrendered with the Premises as a part thereof, or shall be removed by
Tenant (unless such right to remove has been waived by Landlord pursuant to
Article 4 above), in which event Tenant shall at its expense repair any damage
caused thereby. It is specifically agreed that any and all telephonic, coaxial,
ethernet, or other computer, word-processing, facsimile, or electronic wiring
installed by Tenant within the Premises (hereafter "Wiring") shall be removed at
Tenant's cost at the expiration of the Term, unless Landlord has specifically
requested in writing that said Wiring shall remain, whereupon said Wiring shall
be surrendered with the Premises as Landlord's property. If the Premises are not
surrendered at the end of the Term or the sooner termination thereof, Tenant
shall indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the Premises, including, without limitation, claims
made by any succeeding tenant founded on such delay. Tenant shall promptly
surrender all keys for the Premises to Landlord at the place then fixed for
payment of rental and shall inform Landlord of combinations on any locks and
safes on the Premises.

ARTICLE 20 - NON-PAYMENT OF RENT, DEFAULTS

     If any one or more of the following occurs: (1) a rent payment or any other
payment due from Tenant to Landlord shall be and remain unpaid in whole or in
part for more than ten (10) days after written notice from Landlord that the
same is due and payable; (2) Tenant shall violate or default on any of the other
covenants, agreements, stipulations or conditions herein, or in any parking
agreement(s) or other agreements between Landlord and Tenant relating to the
Premises, and such violation or default shall continue for a period of thirty
(30) days after written notice from Landlord of such violation or default or if
such violation or default shall reasonably require longer than thirty (30) days
to cure, if Tenant shall fail to commence the cure of such default or violation
within thirty (30) days after receipt of notice thereof and/or fail to prosecute
a cure to completion with due diligence; or (3) if Tenant shall commence or have
commenced against Tenant proceedings under a bankruptcy, receivership,
insolvency or similar type of action and the same shall not be dismissed or
vacated within ninety (90) days; then the same shall be deemed a default under
this Lease Agreement and it shall be optional for Landlord, without further
notice or demand, to cure such default or to declare this Lease Agreement
forfeited and the said Term ended, or to terminate only Tenant's right to
possession of the Premises, and to re-enter the Premises, with process of law,
using such force as may be necessary to remove all persons or chattels
therefrom, and Landlord shall not be liable for damages by reason of such re-
entry or forfeiture; but notwithstanding re-entry by Landlord or termination
only of Tenant's right to possession of the Premises, the liability of Tenant
for the rent and all other sums provided herein shall not be relinquished or
extinguished for the balance of the Term of this Lease Agreement and Landlord
shall be entitled to periodically sue Tenant for all sums due under this Lease
Agreement or which become due prior to judgment, but such suit shall not bar
subsequent suits for any further sums coming due thereafter. Tenant shall be
responsible for, in addition to the rentals and other sums agreed to be paid
hereunder, the cost of any necessary maintenance, repair, restoration, reletting
(including related cost of removal or modification of tenant improvements) or
cure as well as reasonable attorney's fees incurred or awarded in any suit or
action instituted by Landlord to enforce the provisions of this Lease Agreement,
regain possession of the Premises, or the collection of the rentals due Landlord
hereunder. Tenant shall also be liable to Landlord for the payment of a late
charge in the amount of 5% of the rental installment or other sum due Landlord
hereunder if said payment has not been received within ten (10) days from the
date said payment becomes due and payable, or if any check is dishonored due to
insufficient funds. Tenant agrees to pay interest at the highest permissible
rate of interest allowed under the usury statutes of the State of Minnesota or
12% per annum, whichever is less, on all rentals and other sums due Landlord
hereunder not paid within ten (10) days from the date same become due and
payable. Each right or remedy of Landlord provided for in this Lease Agreement
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease Agreement now or hereafter existing at law or in
equity or by statute or otherwise. In no event shall Landlord be entitled to
withhold utility services under this Lease Agreement as a remedy for Tenant's
default or to enter the Premises and remove or interfere with Tenant's property
or the property of Tenant's customers without judicial process.

ARTICLE 21 - LANDLORD'S DEFAULT

     Landlord shall not be deemed to be in default under this Lease Agreement
until Tenant has given Landlord written notice specifying the nature of the
default and Landlord does not cure such default within thirty (30) days after
receipt of such notice or within such reasonable time thereafter as may be
necessary to cure such default where such default is of such a character as to
reasonably require more than thirty (30) days to cure. If Landlord commits a
default under this Lease, Tenant may pursue any remedies given in this Lease or
any remedies available at law or in equity.

ARTICLE 22 - HOLDING OVER

     Tenant will, at the expiration of this Lease Agreement, whether by lapse of
time or termination, give up immediate possession to Landlord. If Tenant fails
to give up possession Landlord may, at its option, serve written notice upon
Tenant that such holdover constitutes any one of (i) creation of a month to
month tenancy, or (ii) creation of a tenancy at sufferance. If Landlord does not
give said notice, Tenant's holdover shall create a tenancy at sufferance. In any
such event the tenancy shall be upon the terms and conditions of this Lease
Agreement, except that the Minimum Rental shall be 150% the Minimum Rental
Tenant was obligated to pay Landlord under this Lease Agreement immediately
prior to termination (in the case of tenancy at sufferance such Minimum Rental
shall be prorated on the basis of a 365 day year for each day Tenant remains in
possession); excepting further that in the case of a tenancy at sufferance, no
notices shall be required prior to commencement of any legal action to gain
repossession of the Premises. In the case of a tenancy at sufferance, Tenant
shall also pay to Landlord all damages sustained by Landlord resulting from
retention of possession by Tenant, provided such damages shall not include
consequential damages. The provisions of this paragraph shall not constitute a
waiver by Landlord of any right of re-entry as otherwise available to Landlord;
nor shall receipt of any rent or any other act in apparent affirmance of the
tenancy operate as a waiver of the right to terminate this Lease Agreement for a
breach by Tenant hereof.

ARTICLE 23 - SUBORDINATION

    Tenant agrees that this Lease Agreement shall be subordinate to any
mortgage(s) that may now or hereafter be placed upon the Building or any part
thereof, and to any and all advances to be made thereunder, and to the interest
thereon, and all renewals, replacements, and extensions thereof, provided that
this Lease Agreement shall continue in the event of any foreclosure and Tenant's
quiet possession shall not be disturbed. Tenant agrees to execute a specific
subordination agreement (in a form reasonably requested by mortgagee) if so
requested by Landlord, provided the mortgagee named in such subordination shall
agree to recognize this Lease Agreement or Tenant in the event of foreclosure
provided the Tenant is not in default by including non-disturbance language in
recordable form. In the event of any mortgagee electing to have the Lease
Agreement a prior encumbrance to its mortgage, then and in such event upon such
mortgagee notifying Tenant to that effect, this Lease Agreement shall be deemed
prior in encumbrance to the said mortgage, whether this Lease Agreement is dated
prior to or subsequent to the date of said mortgage. Landlord shall use its best
efforts to obtain a non-disturbance agreement from the existing mortgagee and
any future mortgagees, in a form reasonably satisfactory to such mortgagee and
Tenant.

ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY

    A. Tenant will keep in force at its own expense for so long as this Lease
Agreement remains in effect public liability insurance with respect to the
Premises in which Landlord shall be named as an additional insured, in companies
and in form reasonably acceptable to Landlord with a minimum combined limit of
liability of Two Million Dollars ($2,000,000.00). This limit shall apply per
location. Said insurance shall also provide for

                                     -10-
<PAGE>

contractual liability coverage. Tenant shall further provide for business
interruption insurance to cover the equivalent of six (6) months of lease
payments. Tenant will further deposit with Landlord the policy or policies of
such insurance or certificates thereof, or other acceptable evidence that such
insurance is in effect, which evidence shall provide that Landlord shall be
notified in writing thirty (30) days prior to cancellation, material change, or
failure to renew the insurance. Tenant further covenants and agrees to indemnify
and hold Landlord and Landlord's manager of the Building harmless for any claim,
loss or damage, including reasonable attorney's fees, suffered by Landlord,
Landlord's manager or Landlord's other tenants caused by: i) any bodily injury
or property damage caused by the negligence or willful misconduct of Tenant,
Tenant's employees or its agents in, at, or around the Premises; and ii)
Tenant's failure to comply with any and all governmental laws, rules, ordinances
or regulations applicable to Tenant's particular use of the Premises. If Tenant
shall not comply with its covenants made in this Article 24, Landlord may, at
its option, cause insurance as aforesaid to be issued and in such event Tenant
agrees to pay the premium for such insurance promptly upon Landlord's demand.

       B. Tenant shall be responsible for the security and safeguarding of the
Premises and all property kept, stored or maintained in the Premises. Landlord
will make available to Tenant, at Tenant's request, the plans and specifications
for construction of the Building and the Premises. Landlord shall also provide
Tenant with any existing CAD drawings of the second floor and common areas such
as the UPS room, generator area, and other mechanical and electrical areas.
Landlord shall provide Tenant with one-line drawings of the Building's
mechanical and electrical systems, if existing. Landlord shall provide
documentation regarding Building systems, including without limitation
mechanical systems, electrical systems, generators, UPS and HVAC, as reasonably
requested by Tenant, if existing. All documentation shall be provided in
electronic format if available. Tenant acknowledges that Landlord makes no
representations, except as expressly set forth herein, that the configuration of
the Building and the Premises, including the location and dimensions of the
floors, walls, windows, doors and means of access thereto are suitable for the
particular needs of Tenant's business. The placement and sufficiency of safes,
vaults, cash or security drawers, cabinets or the like placed upon the Premises
by Tenant shall be at the sole responsibility and risk of Tenant. Tenant shall
maintain in force throughout the Term, insurance upon all of Tenant's property
within the Premises, including Tenant's equipment and any alterations,
additions, fixtures, or improvements in the Premises acknowledged by Landlord to
be the Tenant's.

       C. Landlord shall carry and cause to be in full force and effect a fire
and extended coverage and other perils insurance policy on the Building in the
amount of the full replacement value of the Building from time to time, and all
of the property and fixtures of Landlord, but not contents owned by Tenant.
Landlord will also keep in force during this Term comprehensive general
liability insurance, including public liability and property damage, with
respect to the Building with a minimum combined limit of liability of
$2,000,000. This limit shall apply per location. The cost of such insurance
shall be an Operating Expense. Landlord will further deposit with Tenant the
policy or policies of such insurance or certificates thereof, or other
acceptable evidence that such insurance is in effect, which evidence shall
provide that Tenant shall be notified in writing thirty (30) days prior to
cancellation, material change, or failure to renew the insurance. Landlord
further covenants and agrees to indemnify and hold Tenant harmless for any
claim, loss or damage, including reasonable attorney's fees, suffered by Tenant
caused by: i) any bodily injury or property damage caused by the negligence or
willful misconduct of Landlord or Landlord's employees or agents in, at, or
around the Building (but specifically excluding the Premises); and ii)
Landlord's failure to comply with any and all governmental laws, rules,
ordinances or regulations applicable to the Building (but specifically excluding
the Premises) on the date of this Lease Agreement including, without limitation,
of the Americans with Disabilities Act of 1990, as amended.

ARTICLE 25- NOTICES

       All notices from Tenant to Landlord required or permitted by any
provisions of this Lease Agreement shall be in writing, directed to Landlord
postage prepaid, certified or registered mail or sent by U.S. express mail or
any nationally recognized overnight carrier with a signed receipt obtained upon
delivery, at the address provided for Landlord in the preamble to this Lease
Agreement or at such other address as Tenant shall be advised to use by
Landlord. All notices from Landlord to Tenant required or permitted by any
provision of this Lease Agreement shall be in writing, directed to Tenant,
postage prepaid, certified or registered mail or sent by U.S. express mail or
any nationally recognized overnight carrier with a signed receipt obtained upon
delivery, at: INFLOW, Inc., 1860 Lincoln Street, Suite 305, Denver, Colorado
80295, attention: Art Zeile, or at such other address as Landlord shall be
advised to use by Tenant. Landlord and Tenant shall each have the right at any
time and from time to time to designate one (1) additional party to whom copies
of any notice shall be sent.

ARTICLE 26- APPLICABLE LAW

       This Lease Agreement shall be construed under the laws of the State of
Minnesota.

ARTICLE 27- MECHANICS' LIEN

       In the event any mechanic's lien shall at any time be filed against the
Premises or any part of the Building by reason of work, labor, services or
materials performed or furnished to Tenant or to anyone holding the Premises
through or under Tenant, Tenant shall forthwith cause the same to be discharged
of record. Tenant shall and hereby does indemnify Landlord from and against all
costs, damages and expenses (including reasonable attorney's fees) incurred by
Landlord as a result of any such mechanic's lien. If Tenant shall fail to cause
such lien forthwith to be discharged within twenty (20) days after being
notified of the filing thereof, or, within such twenty-day period, to otherwise
post security sufficient to bond over or discharge such lien, in a form
reasonably acceptable to Landlord, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge the
same by paying the amount claimed to be due, or by bonding, and the amount so
paid by Landlord and all costs and expenses, including reasonable attorney's
fees incurred by Landlord in procuring the discharge of such lien, shall be due
and payable in full by Tenant to Landlord on demand. Landlord shall have the
right to post on the Premises notices of nonresponsibility for payment of labor
and materials supplied to the Premises pursuant to applicable law.


ARTICLE 28- SECURITY DEPOSIT

       Intentionally deleted

ARTICLE 29- BROKERAGE

       Except with respect to Tenant's Agent as set forth below, each of the
parties represents and warrants that there are no claims for brokerage
commissions or finder's fees in connection with this Lease Agreement and agrees
to indemnify the other against, and hold it harmless from all liabilities
arising from any other such claim, including without limitation, the cost of
attorney's fees in connection therewith. Landlord agrees to pay a commission to
Liberty-Greenfleld, LLLP, acting in connection with Griffin Companies,
(collectively "Tenant's Agent"), in an amount of $4.00 per square foot of
rentable area contained within the Premises in three (3) equal installments
payable with the first three (3) payments of Minimum Rent by Tenant to Landlord;
provided that in the event Tenant terminates this Lease Agreement or it is
otherwise canceled prior to the end of the fifth (5th) month of the Term, then
such commission shall not become due and any payments previously made shall be
returned to Landlord, Tenant's Agent shall be deemed a third party beneficiary
of Landlord's covenants contained in this Article.

ARTICLE 30- EXCULPATION

       Tenant agrees to look solely to Landlord's interest in the Building
(including rental income and other income generated by the Building and any
proceeds from sale and any insurance or condemnation proceeds available for use
by Landlord) for the recovery of any judgment from Landlord, it being agreed
that Landlord and Landlord's partners, whether general or limited (if Landlord
is a partnership) or its directors, officers or shareholders (if Landlord is a
corporation) shall never be personally liable for any such judgment.

ARTICLE 31- ESTOPPEL CERTIFICATES

       Each party hereto agrees that at any time, and from time to time during
the Term of this Lease Agreement (but not more often than twice in each calendar
year), within ten (10) days after request by the other party hereto, it will
execute, acknowledge and deliver to such other party or to any prospective
purchaser, assignee or mortgagee designated by such other party, an estoppel
certificate regarding this Lease Agreement in a form reasonably acceptable to
the party delivering the same. Tenant agrees to provide Landlord (but no more
often than twice in any calendar year), within ten (10) days of

                                     -11-
<PAGE>

request, the then most current financial statements of Tenant, which shall be
certified by Tenant, and if available, shall be certified by a certified public
accountant. Landlord shall keep such financial statements confidential, except
Landlord shall, in confidence, be entitled to disclose such financial statements
to existing or prospective mortgagees or purchasers of the Building.

ARTICLE 32 -- GENERAL

        This Lease Agreement does not create the relationship of principal and
agent or of partnership or of joint venture or of any association between
Landlord and Tenant, the sole relationship between Landlord and Tenant being
that of landlord and tenant. No waiver of any default of Tenant hereunder shall
be implied from any omission by Landlord to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated. The covenants of Tenant
to pay the Minimum Rental and the Additional Rental are each independent of any
other covenant, condition, or provision contained in this Lease Agreement. The
marginal or topical headings of the several Articles, paragraphs and clauses are
for convenience only and do not define, limit or construe the contents of such
Articles, paragraphs or clauses. All preliminary negotiations are merged into
and incorporated in this Lease Agreement. This Lease Agreement can only be
modified or amended by an agreement in writing signed by the parties hereto. All
provisions hereof shall be binding upon the heirs, successors and assigns of
each party hereto. If any term or provision of this Lease Agreement shall to any
extent be held invalid or unenforceable, the remainder shall not be affected
thereby, and each other term and provision of this Lease Agreement shall be
valid and be enforced to the fullest extent permitted by law. If Tenant is a
corporation, each individual executing this Lease Agreement on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease Agreement on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation or in
accordance with the Bylaws of said corporation, and that this Lease Agreement is
binding upon said corporation in accordance with its terms. No receipt or
acceptance by Landlord from Tenant of less than the monthly rent herein
stipulated shall be deemed to be other than a partial payment on account for any
due and unpaid stipulated rent; no endorsement or statement of any check or any
letter or other writing accompanying any check or payment of rent to Landlord
shall be deemed an accord and satisfaction, and Landlord may accept and
negotiate such check or payment without prejudice to Landlord's rights to (i)
recover the remaining balance of such unpaid rent or (ii) pursue any other
remedy provided in this Lease Agreement. Either party may record a memorandum of
this Lease Agreement and the parties agree to execute a reasonable form
memorandum as presented by the other party. Time is of the essence with respect
to the due performance of the terms, covenants and conditions herein contained.
Submission of this instrument for examination does not constitute a reservation
of or option for the Premises, and this Lease Agreement shall become effective
only upon execution and delivery thereof by Landlord and Tenant.

ARTICLE 33 -- QUIET ENJOYMENT

        Landlord covenants that Tenant, upon paying the rental and other charges
due hereunder and performing all of Tenant's obligations under this  Lease
Agreement, shall peacefully and quietly hold, occupy and enjoy Premises
throughout the Term hereof, without molestation or hindrance by Landlord or any
person holding, under or through Landlord, subject, however, to the provisions
of this Lease Agreement and to any mortgages or ground or underlying leases
referred to in Article 23 hereof. Any diminution or shutting off of light, air
or view by any structure which may be erected on lands adjacent to the Building
shall in no way affect this Lease Agreement or impose any liability on Landlord.


ARTICLE 34 -- LIMITED EXPANSION RIGHT

        A. Provided Tenant is not then in default under this Lease Agreement
beyond the applicable grace period, Tenant shall have a first right of leasing
on the space(s) on the second floor of the Building as it currently exists or on
the second floor of any expansion wing of the Building, if constructed by
Landlord in the future (hereafter referred to as the "Option Space"), in the
event such Option Space is now vacant or becomes "Available for Leasing" (as
defined below) during the original Term, the first Renewal Term (if applicable)
and the first two years of the second Renewal Term (if applicable), subject to
and conditioned upon the provisions of this Article (the "Expansion Right").

        B. Landlord shall notify Tenant ("Landlord's Notice") in the event any
portion of the Option Space becomes "Available for Leasing"; or in the event
Landlord has a third party interested in leasing any portion of the Option Space
which is then "Available for Leasing". Tenant shall notify Landlord ("Tenant's
Leasing Notice") within seven (7) business days after its receipt of Landlord's
Notice as to whether Tenant intends to exercise its Expansion Right with respect
to said Option Space as so identified in Landlord's Notice, time being of the
essence. If Tenant exercises its Expansion Right, it must do so with respect to
all the Option Space as so identified in Landlord's Notice. In such event,
Landlord and Tenant shall execute an amendment to the Lease Agreement
incorporating the Option Space as so identified into the Premises at the Minimum
Rent at the then applicable rates as set forth in the table of paragraph 3B
above with respect to Option Space in the Building as it exists on the date of
this Lease Agreement, or at the market rate (for comparable space) with respect
to Option Space in any expansion of the Building constructed after the date of
this Lease Agreement. In the event Tenant fails to notify Landlord within the
time period set forth above, Tenant's rights under this Article shall be null
and void with respect to any lease entered into for the Option Space as so
identified in Landlord's Notice; provided such Expansion Right shall again be
applicable in the event Landlord does not lease such Option Space within nine
(9) months of the Landlord's Notice or if such space becomes available again
thereafter.

        C. Tenant's Expansion Right shall also include Tenant's providing
Landlord a Tenant's Leasing Notice (in the first instance and not in response to
Landlord's Notice) with respect to any Option Space contiguous to the Premises
which is then "Available for Leasing" provided no Landlord's Notice has been
given to Tenant with respect to any portion of such Option Space within the
previous nine (9) months.

        D. The leasing of said Option Space shall commence as of the "Effective
Date" (as set forth below) and shall be in said Option Space's, then "AS-IS"
condition without any improvements, improvement allowances or other
modifications to be made by Landlord. For purposes of this Article, the
"Effective Date" shall mean the date on which Tenant shall begin paying rentals
upon the Option Space after it has exercised its rights to said space; which
shall be the later of thirty (30) days after Tenant's Leasing Notice under this
Article to Landlord exercising its rights hereunder (or such sooner date as
Tenant may elect to take possession of such Option Space) or the date when
Landlord delivers possession of the Option Space to Tenant. The provisions of
this Lease Agreement governing alterations of the Premises shall apply with
respect to the construction of any leasehold improvements Tenant desires to make
to such Option Space.

        E. Notwithstanding anything to the contrary in the foregoing, if Tenant
exercises its rights under this Article and there remains less than thirty-six
(36) months from the Effective Date to the expiration of the Term, then the
Tenant shall not be entitled to exercise its rights under this Article unless it
exercises its Option to Renew the Term.

        F. For purposes of this Article, "Available for Leasing" shall mean the
Option Space is not subject to any existing (as of the date of this Lease
Agreement) lease or first rights of refusal, first rights of negotiation, first
rights of leasing, expansion rights, or renewal rights and/or similar rights of
any other third party tenant, or any future lease or renewal right of any other
third party tenant acquired after the date hereof following a Landlord's Notice
and Tenant's waiver of its rights hereunder, or such rights have been waived in
writing (provided if all such rights are to expire within six (6) months,
Landlord may make such Option Space Available for Leasing contingent upon the
expiration of such rights).

        G. If the Lease Agreement or Tenant's right to possession of the
Premises shall terminate in any manner whatsoever before Tenant shall exercise
its rights under this Article, then immediately upon such termination, this
Article and Tenant's rights hereunder shall simultaneously terminate and become
null and void. Such right is personal to Tenant; under no circumstances
whatsoever shall an assignee or subtenant which is not an affiliate or successor
to Tenant's business have any right to exercise any rights under this Article or
have any right to receive any Landlord's Notice.

ARTICLE 35- ADDITIONAL MATTERS.

        Notwithstanding anything to the contrary in the foregoing provisions of
this Lease Agreement, Landlord and Tenant agree as follows. In the event of any
conflict between the foregoing provisions of the Lease Agreement and this
Article 35, the terms and provisions of this Article 35 shall control.

        A. Landlord represents and warrants to Tenant: (i) the Building and the
Premises, as of the date hereof, are not subject to any ground lease, mortgage
or deed of trust except the mortgage originally in favor of Northland Financial
Company; (ii) Landlord has the full power and authority to enter into this Lease
without the consent or approval of any third party; (iii) the party executing
this Lease Agreement on behalf of Landlord has full power and

                                     -12-
<PAGE>

authority to enter into this Lease Agreement on behalf of Landlord and to bind
Landlord to the terms of this Lease Agreement; and (iv) no other party has any
right to use or occupy the Premises from and after the Commencement Date.

      B. Tenant shall have the right, throughout the Term and any Renewal Terms,
to utilize or create additional space in, on, or adjacent to the Building (at no
additional rental) to accommodate Tenant's equipment and facilities (e.g., the
construction at Tenant's expense of a structural platform to support an HVAC
cooling tower or an enclosure for a power generator) subject to Landlord's
consent, such consent not to be unreasonably withheld, conditioned or delayed.
If the space actually used by Tenant outside the Premises for (i) the foregoing
purposes and (ii) Tenant's generators, HVAC equipment, and UPS equipment,
exceeds 10% of the rentable square footage of the Premises (but specifically
excluding Roof Space for Equipment as defined in Exhibit B), then Tenant shall
pay rent for that portion of such space that exceeds the 10% threshold, at the
applicable per-square-foot rate for the Premises set forth in Paragraph 3B of
this Lease.

      C. Tenant shall have the right, at no additional charge, to all of the
following: (a) to use existing fiber optic cabling in the Building or, at
Tenant's election, to construct additional telecommunications entrances into the
Building and into the Premises. Landlord acknowledges that Tenant will require
redundant entrances for its data center operations; (b) to use riser space for
conduit or cables between the Premises and the lowest level in the Building and
between the Premises and any telecommunications services located elsewhere in
the building, subject to approval by Landlord which shall not be unreasonably
withheld; and (c) to use existing riser space and available conduit, or at
Tenant's option, to install any additional conduit and facilities required in
order to connect Tenant's backup or supplemental generator, power, dry cooler,
HVAC equipment and piping, antennas, grounding, and related equipment and for
other purposed not inconsistent with the design of such conduits or risers.

      D. Tenant shall have the right, at its expense, to do any or all of the
following subject to paragraph 4c: (a) to reinforce floor load capacities; (b)
to remove, cover or block up windows; (c) to install up to three manholes
adjacent to the Building for bringing telecommunications fiber into the
Building; and (d) to fence in any equipment or facilities located or installed
outside the Premises.

       E. Tenant shall have the right to install its own security system for the
Premises and/or Tenant's equipment room within the Premises. Tenant shall have
the right to install security for such area with non-building-standard locks and
other access controls which restrict access to Tenant and its customers and
vendors, provided that Landlord shall be provided with keys or other entry
mechanisms which may be used in accordance with the terms of this Lease
Agreement. Landlord shall not enter Tenant's secured equipment room or permit
any janitorial, maintenance, repair or other service to such area except as
approved and supervised by Tenant. Any entry by Landlord will be conducted with
reasonable caution under the circumstances to prevent damage to or interference
with any of the equipment in the area.

       F. Tenant shall have the right to install dishes, antennas and other
telecommunications equipment on the roof of the Building. Tenant's rights to do
so will be governed by a separate antenna license agreement in the form attached
hereto as Exhibit B. The total area to be used by Tenant for such purposes shall
not exceed two hundred (200) square feet. Landlord shall provide, at no charge,
easements, riser space and conduits from such rooftop area to the Premises.
Tenant shall be responsible for expenses associated with installation,
maintenance, operation, repair and removal of said items.

      G. Landlord shall use reasonable efforts to confine noise and odors from
the cafeteria on the second floor to the space occupied by such cafeteria so
the same have negligible impact on the Premises.

      H. Landlord acknowledges that it may have access to certain confidential
information of Tenant concerning Tenant's business, facilities, operations,
plans, customers, proprietary software, technology, and products ("Confidential
Information"). Landlord agrees that it will not use in any way, for its own
account or the account of any third party, except as expressly permitted by this
Lease, nor disclose to any third party (except as required by law or to its
attorneys, accountants, and other advisors and mortgagees and prospective
purchasers of the Premises as reasonably necessary and subject to the
confidentiality provisions hereof), any of Tenant's Confidential Information and
will take reasonable precautions to protect the confidentiality of such
information.

      I. Any controversy or claim arising out of or relating to this Lease
Agreement which involves less than $50,000 or which relates to a denial of any
consent or approval shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitation Rules, including the
Expedited Procedures, and judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction; provided however, that in no
event shall a failure to pay rent or any claim of offset against rental payments
be subject to arbitration, nor shall Landlord be required to arbitrate rather
than commence or otherwise utilize an unlawful detainer action for Tenant's
failure or claimed failure to pay rent. Any arbitration of this Lease shall
be conducted in Hennepin County, Minnesota, unless the parties specifically
agree in writing to another location in Minnesota.

      J. Notwithstanding anything to the contrary in any rules and regulations
adopted by Landlord, Tenant shall have the right to (i) install, maintain,
repair and replace computer, telecommunication, and other equipment in the
Premises, in any locations of Tenant's choosing, so long as the floor loads of
such equipment do not exceed the limitations set forth previously in this Lease
Agreement; and (ii) move computer, telecommunication, and other equipment in and
out of the Premises from time to time in the course of its business and Landlord
hereby consents thereto.

      K. Notwithstanding anything to the contrary in any rules and regulations
adopted by Landlord, Tenant shall have the right to hang such signs, notices,
pictures, shelves, and similar items as are commonly located in office space
provided that the same are not visible from any common areas of the Building.

      L. Landlord shall provide, at no additional charge, access to Building
garbage disposal facilities, such as dumpsters or temporary storage areas for
garbage, for use by Tenant.

      M. The rules and regulations attached as Exhibit D are not incorporated
into this Lease Agreement to the extent they contradict any provision hereof.

      IN WITNESS WHEREOF, this Lease Agreement has been duly executed by the
parties hereto as of the day and year indicated above.

TENANT: INFLOW, INC.                            LANDORD: TIMESHARE SYSTEMS,INC.

By: [illegible]                                 By: [illegible]
   ---------------------------                     ---------------------------
Its:        CEO, President                      Its:        President
      ------------------------                        ------------------------
DATE           6/9/99                           DATE        6/9/99
    --------------------------                      --------------------------

                 SCHEDULE OF EXHIBITS

        Exhibit A-1              Graphical depiction of Premises
        Exhibit A-2              Legal Description of Land and Building
        Exhibit B                License Agreement (Antenna)
        Exhibit C                License Agreement (Parking Lot Unassigned)
        Exhibit C-1              License Agreement (Parking Lot Assigned)
        Exhibit D                Rules and Regulations
        Exhibit E                Tenant Generator Pad Location
        Exhibit F                Roof Cooling Equipment Location

                                     -13-
<PAGE>

                                  EXHIBIT A-1

                                   [DIAGRAM]

                           FLOOR-II (ENTRANCE LEVEL)
<PAGE>

                                  EXHIBIT A-2

                               LEGAL DESCRIPTION


All of Block 7, Atwaters Addition to the Town of Minneapolis; all of Block 8,
Morrison, Smith and Hancocks Addition to Minneapolis; and that part of 12th
Avenue South, Morrison, Smith and Hancocks Addition to Minneapolis; and Atwaters
Addition to the Town of Minneapolis, lying Southwesterly of a line connecting
the most Easterly corner of Block 7, Morrison, Smith and Hancocks Addition to
Minneapolis; and the most Northerly corner of Block 8, Morrison, Smith and
Hancocks Addition to Minneapolis and Northeasterly of a line connecting the most
Southerly corner of Block 7, Atwaters Addition to the Town of Minneapolis and
the most Westerly corner of Block 8, Atwaters Addition to the Town of
Minneapolis and that part of Block 8, Atwaters Addition to the Town of
Minneapolis; except that part of said Block 8 which lies Northeasterly of the
following described line:

Beginning at a point on the Southeasterly line of Lot 7, Block 8, distant 116.50
feet Southwesterly of the most Easterly corner thereof; thence run Northwesterly
to a point on the Northwesterly line of the Southeasterly half of Lot 9, said
Block 8, distant 10 feet Southwesterly of the Northeasterly line of said lot 9,
and there terminating.

Also except that part of the Northwesterly 1/2 of Lot 9, Block 8, Atwater's
Addition to the Town of Minneapolis which lies Northeasterly of the following
described line: Beginning at a point on the Southeasterly line of the
Northwesterly 1/2 of Lot 9, Block 8, said Addition, distant 5 feet Southwesterly
of the most Easterly corner thereof; thence run Northwesterly to the most
Northerly corner of Lot 9 and there terminating.

All of Block 7, Morrison, Smith and Hancocks Addition to Minneapolis, except
that part of Lots 9, 10, 11 and 12 of said Block 7, described as follows:

Beginning at the most Northerly corner of said Lot 12; thence south 30 degrees
04 minutes 33 seconds West, on an assumed bearing, along the Northwesterly line
of said Lot 12, a distance of 127.58 feet; thence Easterly, a distance of 259.94
feet along a non-tangential curve concave to the South having a radius of 240.00
feet, a central angle of 62 degrees 03 minutes 21 seconds and the chord of said
curve bears North 89 degrees 04 minutes 43 seconds East; thence North 30 degrees
06 minutes 24 seconds East along the prolongation of a radial line of said
curve, a distance of 0.08 feet to the Northeasterly line of said Lot 9; thence
North 59 degrees 54 minutes 07 seconds West along the Northeasterly line of said
Block 7, a distance of 212.08 feet to the point of beginning.

All according to the plats thereof on file and of record in the Hennepin County
Recorders Office and in the Office of the Registrar of Titles, and situate in
Hennepin County, Minnesota.

Part of the above shown below as Parcels 1 through 4, is Registered Property as
evidenced by Certificate No. 830754. Said Registered Property is described as
follows:

Parcel 1: Lots 3, 6, 8 and 9, Block 7;

That part of Lot 7, Block 7 lying Northeasterly of a line drawn parallel with
and distant 96 feet Southwesterly of the Southwesterly boundary line of 5th
Street;


The Northeasterly 60 feet of the Southwesterly 105 feet of Lot 1, Block 8;

Lots 2, 3, 4, 5, 6 and 10, Block 8;

That part of the Northwesterly 1/2 of vacated 12th Avenue South lying between
the extensions across it of the Northeasterly and Southwesterly lines of said
Lot 6, Block 7 and

That part of the Southeasterly 1/2 of vacated 12th Avenue South lying between
the extensions across it of the Northeasterly and Southwesterly lines of said
Northeasterly 60 feet of the Southwesterly 105 feet of Lot 1, Block 8,

all at Atwaters Addition to the Town of Minneapolis.

Parcel 2: That part of the following described Tract:

The Northwesterly 27 feet of the Northeasterly 100 feet of Lot 7;

Southwesterly 39 feet of the Northeasterly 139 feet of Lot 7;

The Northwesterly 1/2 of Lot 8 and

The Southeasterly 1/2 of Lot 9,

all in Block 8, Atwaters Addition to the Town of Minneapolis, which lies
Southwesterly of a line drawn from a point on the Southeasterly line of said Lot
7, distance 116.50 feet Southwesterly of the most Easterly corner thereof to a
point on the Northwesterly line of said Southeasterly 1/2 of Lot 9, distant 10
feet Southwesterly of the Northeasterly line thereof.

Parcel Lots: 3 and 8, Block 7,

That part of Lot 7, Block 7 lying Northeasterly of a line drawn parallel with
and distant 96 feet Southwesterly of the Southwesterly boundary line of 5th
Street and

Lot 9, Block 7 except that part thereof lying Northerly of the following
described line: Beginning at the most Northerly corner of Lot 12, said Block 7;
thence South 30 degrees 04 minutes 33 seconds West, on an assumed bearing, along
the Northwesterly line of said Lot 12, a distance of 127.58 feet; thence
Easterly, a distance of 259.94 feet along a non-tangential curve concave to the
South, having a radius of 240.00 feet, a central angle of 62 degrees, 03
minutes, 21 seconds and the chord of said curve bears North 89 degrees, 04
minutes, 43 seconds East, thence North 30 degrees, 06 minutes, 24 seconds East
along the prolongation of a radial line of said curve, a distance of 0.08 feet
to the Northeasterly line of said Lot 9 and said line there terminating,

all in Morrison, Smith and Hancocks Addition to Minneapolis.

Parcel 4: That part of the Northwesterly 1/2 of vacated 12th Avenue south lying
between the extensions across it of the Northeasterly line of Lot 7, Block 7,
Morrison, Smith and Hancocks Addition to Minneapolis and a line drawn parallel
to and distant 96 feet Southwesterly of the Northeasterly line of said Lot 7

Subject to minerals and mineral rights reserved by the State of Minnesota; (As
to all of above land except Lot 3, Block 7 in Parcel 1; Lot 3, Block 7 in Parcel
3 and the above portion of Lot 9, Block 8 in Parcel 2; and except that part of
Lot 6, Block 7 and of that part of the Northwesterly 1/2 of vacated 12th Avenue
South in Parcel 1 lying Northeasterly of extensions across it of the
Southwesterly lien of said Lot 6 and its extension);

Subject to covenants, restrictions, reservations and conditions subsequent,
including a right of re-entry and forfeiture of title upon default as contained
in Deed Doc. No. 1488605; (See Inst)

                                     A-2-1
<PAGE>

                                   EXHIBIT B

                          ANTENNAE LICENSE AGREEMENT

     This License Agreement (the "Agreement"), dated as of this 9th day of June,
1999, is between TIMESHARE SYSTEMS, INC. (the "Licensor"), having an address at
511 Eleventh Avenue South, Minneapolis, MN 55415 and Inflow, Inc. (the
"Licensee"), having an address at Suite 211, 511 Eleventh Avenue South,
Minneapolis, MN 55415 (the "Premises").

     N. Licensor agrees to permit Licensee to utilize for purposes provided
herein, the roof space (the exact location to be determined by Licensor with the
reasonable consent of Licensee, but in no event shall such space exceed 200
contiguous square feet without Licensor's consent, nor less than 200 square feet
without Licensee's consent) on the building ("Building") in which the Premises
are located (the "Roof Space"). Upon termination of Licensee's lease for the
Premises for any reason (including the failure to renew the Term), this License
Agreement and the license created hereby shall automatically expire with said
termination. The termination, cancellation or expiration of this License
Agreement or the license created hereunder shall not be cause or grounds for the
cancellation or termination of Licensee's lease for the Premises.

    O.  Licensee may install, use and maintain on such Roof Space equipment
("Equipment") from time to time as described in Exhibit A attached hereto. If so
requested by Licensor, Licensee shall, prior to installation of any Equipment in
the Roof Space, or if desired by Licensee, Licensee may at any time, at its sole
expense, install a screening and protective fence ("Fence") around the perimeter
of the Roof Space. The Fence style and installation shall be subject to
Licensor's prior approval, which shall not be unreasonably withheld, conditioned
or delayed.

    P.  Licensor agrees that Licensee may run cables (the "Cables") between the
Roof Space and the Licensee's Premises. Any damages to the Building or fixtures
or equipment located upon or within the Building resulting therefrom shall be
promptly repaired by Licensee. Landlord shall provide, at no charge, easements,
riser space and conduits from the Roof Space to the Premises.

    Q. The Equipment and Fence shall remain the property of the Licensee or its
contractor. Licensee shall at its cost remove such Equipment and Fence (and if
so requested by Licensor, the Cables) at the expiration or sooner termination of
the license granted hereunder or this License Agreement, and restore the Roof
Space and Building to the condition they were in prior to Licensee's
installation of the Equipment, Fence and Cables. The obligations to remove the
Equipment, Fence and Cables and to restore and repair the Roof Space and
Building shall survive the expiration or sooner termination of the license and
this License Agreement

    R.  Licensee and/or its contractor shall bear all expenses in connection
with the installation, use and maintenance of such Equipment, Fence and Cables
and removal of the same. Licensee and/or its contractor shall maintain in force
during the term of this License Agreement comprehensive liability insurance in
amounts and in such form as reasonably satisfactory to Licensor and shall supply
the appropriate certificates of such insurance upon request.

    S.  Licensee and its contractors shall comply with all applicable federal,
state and local laws, regulations, and building codes in connection with the
installation, use, maintenance and removal of the Equipment, Fence and Cables.
In the event any such laws, regulations, or codes requires physical improvements
be made to the Building or other expenditures by or on behalf of the Building
and/or its owner, the costs of the same shall be borne by Licensee.
Notwithstanding the foregoing, any physical improvements, whether required by
law, regulation, code or otherwise, shall be subject to Licensor's approval,
which approval may be given or denied in Licensor's sole discretion. If any law,
regulation or code prohibits or disallows the Equipment, Fence and/or Cables or
the effective use of the license granted hereby, whether now or in the future,
Licensor shall be entitled to terminate the license granted hereby, without
penalty; and Licensee shall take such action so as to allow the Building to
again be in compliance with such law, regulation or code, including, if
necessary, the removal of the Equipment, Fence and/or Cables.

    T.  Licensor agrees to permit Licensee reasonable access to the Roof Space
and other areas so as to facilitate the installation, use, maintenance and
removal of the Equipment, Fence, and Cables. Licensee shall have access to the
Roof Space on a 24 hour per day, 7 days per week, 52 weeks per year basis, in
order to facilitate maintenance and repairs. Licensee agrees to sign the
Building's log book on each occasion Licensee enters the Roof Space, during
normal business hours. At times other than normal business hours, or when the
log book is not available for signing, Tenant shall page the Building Engineer
at 612-235-3000 or 612-522-0068 or Landlord at 651-470-4500 or shall leave a
message by calling 612-481-9999 or shall notify Landlord by such other
reasonable means as Landlord shall inform Tenant in writing.

    U.  Notwithstanding anything else contained herein to the contrary, the
license granted herein is subject to the non-interference of Licensee's
Equipment with the normal operation, functioning and use of any other equipment
(whether owned by Licensor or by other licensees and/or tenants of Licensor)
currently existing upon the roof of the Building. In the event of any such
interference, Licensor may terminate the License granted hereunder if such
interference is not corrected within three (3) days notice from Licensor to
Licensee. Notwithstanding anything else contained herein to the contrary,
Licensor does not guaranty nor warrant the reception, noninterference or
effective use of Licensee's antenna, or Equipment, either at initial
installation nor thereafter.

    V.  Licensee shall be required to get prior approval from Licensor
pertaining to the Equipment size, color, Fence specifications, location on roof,
method of mounting and the location of all Cables. In no instance shall this
installation breach or penetrate the roof membrane.

    W. Any notice required or desired under this License Agreement shall be
deemed sufficiently given if given in compliance with the Licensee's lease
agreement for the Premises.

    X. Licensee shall pay to Licensor, without set-off, or demand the sum of
$0.00 for the first Antenna and $750.00 per month for each additional Antennae
(as listed on Exhibit A, or otherwise located on the Building pursuant to this
License Agreement or the license created hereunder) during any months such
antenna or antennae are actually installed in the Roof Space, for use of the
roof space ("License Fee") during the Term of this License Agreement. Failure by
Licensee to pay said License Fee within ten (10) days of receiving notice from
Licensor that the same is due and payable shall entitle Licensor, upon 10 days
written notice to Licensee, to terminate this License Agreement and the license
created hereunder, and to such other relief as may be allowed by law or equity.
For purposes of this License, "Antenna" or "Antennae" shall mean any one
transmitting or receiving cell.

    Y.  In the event of default by either party of any of the terms and
conditions set forth in this License Agreement, whether suit be commenced or
not, the defaulting party agrees to pay the attorneys' fees, costs and expenses
of the prevailing party incurred in enforcing or attempting to enforce this
License Agreement.

    Z.  Licensee shall operate the Licensee facilities in a manner that will not
cause interference to Licensor and other Licensees of the Property provided that
their installations predate that of the Licensee's facilities. All operations by
Licensee shall be in compliance with all Federal Communications Commission
("FCC") requirements.

    AA. Licensor waives any lien rights it may have concerning the Equipment
which are deemed Licensee's personal property and not fixtures, and Licensee has
the right to remove the same at any time without Licensor's consent.

    BB. This Agreement may be terminated without further liability on thirty
(30) days prior written notice as follows: (i) by either party upon a default of
any covenant or term hereof by the other party, which default is not cured
within sixty (60) days of receipt of written notice or default provided that the
grace period for any monetary default is ten (10) days from receipt of notice;
or (ii) by Licensee for any reason or for no reason, provided Licensee delivers
written notice of early termination to Licensor with a thirty (30) day notice
provision prior to termination; or (iii) by Licensee if it does not obtain or
maintain any license, permit or other approval necessary for the construction
and operation of the Equipment; or (iv) by Licensee if Licensee is unable to
occupy and utilize the Premises under Licensee's lease due to an action of the
FCC, including without limitation, a take back of channels or change in
frequencies; or (v) by Licensee if Licensee determines that the Premises are not
appropriate for its operations for technological reasons, including, without
limitation, signal interference.

    CC. If the Premises or Equipment are damaged, destroyed, condemned or
transferred in lieu of condemnation, Licensee may elect to terminate this
Agreement as of the date of the damage, destruction, condemnation or transfer in
lieu of condemnation by giving notice to Licensor no more than forty-five (45)
days following the date of such damage, destruction, condemnation or transfer in
lieu of condemnation.

                                      B-1
<PAGE>

     DD. Licensee may not assign, or otherwise transfer all or any part of its
interest in this Agreement without the prior written consent of Licensor,
provided, however, that Licensee may assign its interest without Licensor's
consent to any party to which it is assigning its interest in the Premises under
its lease, and provided further that Tenant may use the Roof Space for
colocation of customers equipment, otherwise in accordance with the terms of
this Agreement, without Licensor's consent.

     EE. Licensor shall be responsible for compliance with all marking and
lighting requirements of the Federal Aviation Administration ("FAA") and the
FCC. Should Licensee be cited because the Property is not in compliance and,
should Licensor fail to cure the conditions of noncompliance, Licensee may
either terminate this Agreement or proceed to cure the conditions of
noncompliance at Licensor's expense, which accounts may be deducted from the
rent under Licensee's lease.

     FF. In no event shall Licensee be entitled to erect any mono pole or other
tower-type structure.

     GG. In the event the Equipment, Fence and/or Cables should interfere with
any roof maintenance, repair and/or replacement which Licensor reasonably deems
necessary to perform, Licensor shall first notify Licensee and then Licensee
shall cooperate with Licensor and its contractors with reasonably requirements
to remove such interference, including if necessary, the relocation and/or
temporary relocation of the Equipment, Fence and/or Cables. Such cooperation
including such relocations and/or temporary relocations shall be at the cost and
expense of Licensee.

                                                    LICENSOR:
                                                    --------

                                                    TIMESHARE SYSTEMS, INC.


                                                  By:       /s/ illegible
                                                     --------------------------
                                                   Its:      President
                                                       -------------------------


                                                  LICENSEE:
                                                  --------
                                                  INFLOW, INC.


                                                  By /s/ ILLEGIBLE
                                                     ---------------------------
                                                   Its  CEO, President
                                                      --------------------------


--------------------------------------------------------------------------------


                     EXHIBIT A TO ANTENNAE LICENSE AGREEMENT

                                    Equipment

Antennae, dishes and other telecommunications equipment as well as related
structures and base site cabinets and any other appropriate ancillary equipment
so long as all of the same are contained within 200 square feet of roof space
and do not exceed 10 feet in height.

                                      B-2
<PAGE>

                                   EXHIBIT C

                              LICENSE AGREEMENT
                        MINNEAPOLIS TECHNOLOGY CENTER
                        WEST PARKING LOT (UNASSIGNED)

           This License Agreement is made as of the ___ day of ________,1999,
by and between TIMESHARE SYSTEMS, INC., a Minnesota corporation ("Licensor") and
Inflow, Inc. ("Licensee),

           In consideration of the covenants and agreements contained herein,
and other good and valuable consideration, receipt and sufficiency of which
is acknowledged, Licensor and Licensee mutually agree as follows:

     A. GRANT: Licensor hereby grants to Licensee, for the sole purpose of
parking the automobile(s) described in Licensee's application attached hereto,
fifteen (15) unassigned parking space(s) in the restricted parking areas of the
West parking lot ("Lot") located at Minneapolis Technology Center, 511 South
Eleventh Avenue South, Minneapolis, Minnesota.

     B. TERM: Subject to Paragraph I below, the term of this License commences
this date and expires when the "Office Lease" (as defined below) expires or
earlier terminates; provided Licensee may terminate this License Agreement at
any time as to any parking space or spaces or in its entirety upon 30 days prior
notice.

     C. LICENSE FEE: Licensee shall pay as its fee for this License the sum of
$75 per admittance card on or before the first day of each month to Timeshare
Systems, Inc., 511 South Eleventh Avenue South, Minneapolis, Minnesota, 55415,
or at such other address that Licensor may designate; together with any use,
sales or other tax (excepting income tax) payable or which may become payable by
Licensor as a result of said fee. In the event the term of this License
commences on other than the first day of a month, the fee will be prorated for
such month. The license fee shall commence on the date Licensor delivers a Lot
gate operator(s) or admittance card(s) to Licensee. The license fee shall
terminate on the expiration date of the license or on the date the Licensee
returns the Lot gate operator(s) and/or admittance card(s) whichever occurs
last. The fee for this License may be adjusted from time to time beginning
January 1, 2001 to whatever fee Licensor is then charging for Lot parking
stalls; provided that such charge shall not exceed the market rate for similar
parking in the area; and provided further that Licensor shall give thirty (30)
days prior written notice of any such increase and Licensee may, at any time
prior to (30) days subsequent to any such increase, terminate this License by
giving ten (10) days written notice to Licensor.

     D. NEGATIVE COVENANTS: Licensee shall not:

                1. Park more than one (1) standard sized (or smaller) automobile
per admittance card in the Lot, at any one time.

                2. Allow any non-authorized automobile to be parked in the Lot
through use of Licensee's issued admittance card.

                3. Allow any automobile to be stored overnight in the Lot.

     Upon breach of any covenant set forth in this Paragraph 4 by Licensee,
Licensor may, at its option, and in addition to Licensor's remedies provided in
paragraph 5 hereof, charge Licensee the sum of $25.00 for each day of any such
violation, and/or may tow or have towed any automobile which is parked in
violation of any covenant set forth in this paragraph 4, and in such case
Licensee agrees to pay Licensor as an additional license fee hereunder all
towing and storage costs associated with said towing.

     E. RIGHT OF RE-ENTRY AND EXPIRATION: Licensee agrees that this License is
made upon the condition that if the Licensee shall fail to pay the license fee
within ten (10) days after notice from Licensor that the same is due, fail to
keep any term or condition of this license and fail to remedy such failure
within ten (10) days after receiving notice from Licensor of the same, or shall
neglect or fail to keep, observe and perform any of the rules and regulations
from time to time adopted and promulgated by Licensor for the operation of the
Lot and fail to remedy the same within ten (10) days after receiving notice from
Licensor, then in any of said cases the Licensor may immediately or at any time
thereafter and without notice or demand, retake posession of the parking
stall(s), without such re-taking working a forfeiture of the license fee to be
paid by Licensee for the full term of this License. In the event of such
retaking or at the end of the Term, Licensee agrees to return to Licensor any
and all Lot gate operator(s) and/or admittance cards, upon notice from Licensor.
Licensee shall pay to Licensor, Licensor's replacement/lost fee for all such
operator(s) and/or admittance cards not returned.

     F. PARKING LOT OPERATION: It is specifically understood and agreed that the
Lot area is operated without constant staffing and that Licensor shall not be
responsible for any loss, damage or casualty sustained by Licensee's automobile
or for the loss of any articles, personal property or any such other items from
Licensee's automobile.

     G. OFFICE LEASE: Licensee presently has (or is contemporaneously executing)
a lease for office space within the Minneapolis Technology Center ("Office
Lease").


                1. A termination of the Office Lease, whether by expiration of
the term or otherwise, shall automatically constitute a termination of this
License Agreement.

      H. AUTHORIZED VEHICLES: Licensee agrees, upon request from Licensor, to
furnish Licensor or its authorized agent, the state automobile license number(s)
assigned to those automobile(s) of those persons employed on the premises and
who are designated by Licensee to use the Lot. Any such designation shall not
exceed the number of stalls licensed hereunder. If any automobile of Licensee or
of Licensee's officers, agents or employees who is not designated to park in the
Lot is parked therein, then Licensee shall pay to Licensor an amount equal to
$25 per day for each such vehicle for each day, or a part thereof, such amount
to be due and payable by Licensee within three (3) days after demand therefor.

      I. CANCELLATION: Licensor shall have the right, upon thirty (30) days
prior written notice to Licensee, to cancel this License Agreement and allow
the Parking Lot to be used on an unrestricted basis for all tenants and their
invitees, provided that at least the same number of spaces shall remain
available for use by Licensee. Licensee from and after the cancellation date
specified in such written notice, shall have no further obligation for the
payment of the fee hereunder but the use of such Parking Lot shall be subject to
the terms of paragraphs 4(c), 6 and 7 hereof.

                                      B-1
<PAGE>

    J. LICENSE HOURS: Notwithstanding anything else contained herein to the
contrary, the license granted hereunder shall be limited to the following hours:
Monday through Friday (legal holidays specifically excluded) from 7:00 a.m. to
6:00 p.m. Licensee specifically agrees that should Licensee violate the
foregoing hours during a time period in which there is an event ("Event") at the
Hubert H. Humphrey Metrodome (located across 11th Avenue from the Minneapolis
Technology Center) Licensee shall pay to Licensor $25.00 for each such Event
violation (or such higher rate which Licensor may then be charging for dome
Event parking).


(LICENSEE)     INFLOW, INC.         (LICENSOR)    TIMESHARE SYSTEMS, INC.

By _________________________        By _________________________

 Its _______________________         Its _______________________

Date: ______________________        Date: ______________________


                                      B-2
<PAGE>

                                  EXHIBIT C-1

                               LICENSE AGREEMENT

                         MINNEAPOLIS TECHNOLOGY CENTER

                            PARKING LOT (ASSIGNED)

     This License Agreement is made as of this ___ day of _______,1999, by and
between Timeshare Systems, Inc., a Minnesota corporation ("Licensor") and
Inflow, Inc. ("Licensee").

     WITNESSETH:

     In consideration of the covenants and agreements contained herein, and
other good and valuable consideration, receipt and sufficiency of which is
acknowledged, Licensor and Licensee mutually agree as follows:

     A. GRANT: Licensor hereby grants to Licensee, for the sole purpose of
parking the automobile(s) described in Licensee's application attached hereto,
ten (10) assigned parking space(s) in the restricted parking areas of the East
parking lot ("Lot") located at Minneapolis Technology Center, 511 South Eleventh
Avenue South, Minneapolis, Minnesota. The assigned parking spaces shall be the
following:_________________________________________________ .

     B. TERM: The term of this License shall be coterminous with the "Office
Lease" (as defined below) ; provided Licensee may terminate this License
Agreement at any time as to any parking space or spaces or in its entirety upon
30 days prior notice.

     C. LICENSE FEE: Licensee shall pay as its fee for this License the sum of
$150 per parking space on or before the first day of each month to Timeshare
Systems, Inc., 511 South Eleventh Avenue South, Minneapolis, Minnesota, 55415,
or at such other address that Licensor may designate; together with any use,
sales or other tax (excepting income tax) payable or which may become payable by
Licensor as a result of said fee. In the event the term of this License
commences on other than the first day of a month, the fee will be prorated for
such month. The license fee shall commence on the date Licensor delivers a Lot
gate operator(s) or admittance card(s) to Licensee. The license fee shall
terminate on the expiration date of the license or on the date the Licensee
returns the Lot gate operator(s) and/or admittance card(s) whichever occurs
last. The license fee may be adjusted from time to time beginning January 1,
2000 to whatever fee Licensor is then charging for Lot parking stalls; provided
that such charge shall not at any time exceed the market rate for similar
parking in the area; and provided further that Licensor shall give thirty (30)
days prior written notice of any increase and Licensee may, at any time prior to
thirty (30) days subsequent to any such increase, terminate this License by
giving ten (10) days written notice to Licensor. Licensee shall be entitled to
one admitted card per stall for each such fee.

     D. COVENANTS: Licensee shall:

                1. Not park more than ten (10) automobiles in the Lot, at any
one time.

     Upon breach of any covenant set forth in this Paragraph 4 by Licensee,
Licensor may, at its option, and in addition to Licensor's remedies provided in
paragraph 5 hereof, charge Licensee the sum of $25.00 for each day of any such
violation, and/or may tow or have towed any automobile which is parked in
violation of any covenant set forth in this paragraph 4, and in such case
Licensee agrees to pay Licensor as an additional license fee hereunder all
towing and storage costs associated with said towing.

     E. RIGHT OF RE-ENTRY AND EXPIRATION: Licensee agrees that this License is
made upon the condition that if the Licensee shall fail to pay the license fee
after notice from Licensor that the same is due, fail to keep any term or
condition of this license and fail to remedy such failure within ten (10) days
after receiving notice from Licensor of the same, or shall neglect or fail to
keep, observe and perform any of the rules and regulations from time to time
adopted and promulgated by Licensor for the operation of the Lot and fail to
remedy the same within ten (10) days after receiving notice from Licensor, then
in any of said cases the Licensor may immediately or at any time thereafter and
without notice or demand, retake possession of the parking stall(s), without
such re-taking working a forfeiture of the license fee to be paid by Licensee
for the full term of this License. In the event of such retaking or at the end
of the Term, Licensee agrees to return to Licensor any and all Lot gate
operator(s) and/or admittance cards, upon notice from Licensor. Licensee shall
pay to Licensor, Licensor's replacement/lost fee for all such operator(s) and/or
admittance cards not returned.

     F. PARKING LOT OPERATION: It is specifically understood and agreed that the
Lot area is operated without constant staffing and that Licensor shall not be
responsible for any loss, damage or casualty sustained by Licensee's automobile
or for the loss of any articles, personal property or any such other items from
Licensee's automobile.

     G. OFFICE LEASE: Licensee presently has (or is contemporaneously executing)
a lease for space within the Minneapolis Technology Center ("Office Lease").

                1. A termination of the Office Lease, whether by expiration of
the term or otherwise, shall automatically constitute a termination of this
License Agreement

     H. AUTHORIZED VEHICLES: Licensee agrees, upon request from Licensor, to
furnish Licensor or its authorized agent, the state automobile license number(s)
assigned to those automobile(s) of those persons employed on the premises and
who are designated by Licensee to use the Lot, which may be revised from time to
time by Licensee. Any such designation shall not exceed the number of admittance
cards issued hereunder. After October 1, 1999, Licensor agrees to issue 2
admittance cards for each designated parking space so long as Tenant does not
park more automobiles at any one time than the number of designated spaces. If
Tenant violates the preceding sentence Landlord may terminate such number of
admittance cards so that they again equal the number of assigned number of
spaces. If any automobile of Licensee or of Licensee's officers, agents or
employees who is not designated to park in the Lot is parked therein, then
Licensee shall pay to Licensor an amount equal to $25 per day for each such
vehicle for each day, or a part thereof, such amount to be due and payable by
Licensee within three (3) days after demand therefor.

(LICENSEE) INFLOW, INC.                       (LICENSOR) TIMESHARE SYSTEMS, INC.

By______________________________                By______________________________

 Its____________________________                 Its____________________________


Date:___________________________                Date:___________________________

                                      C-1
<PAGE>

                                   EXHIBIT D

                             RULES AND REGULATIONS

     1. No sign, placard, picture, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside of the Building
without the prior written consent of the Landlord. Landlord shall have the right
to remove, at Tenant's expense and without notice, any sign installed or
displayed in violation of this rule. All approved signs or lettering on doors
and walls shall be printed, painted, affixed or inscribed at the expense of
Tenant by a person or vendor chosen by Landlord. In addition, Landlord reserves
the right to change from time to time the format of the signs or lettering and
to require previously approved signs or lettering to be appropriately altered.

     2. If Landlord objects in writing to any curtains, blinds, shades or
screens attached to or hung in or used in connection with any window or door of
the Premises, Tenant shall immediately discontinue such use. No awning shall be
permitted on any part of the Premises. Tenant shall not place anything or allow
anything to be placed against or near any glass partitions or doors or windows
which may appear unsightly, in the opinion of Landlord, from outside the
Premises.

     3. Tenant shall not obstruct any sidewalks, halls, passages, exits,
entrances, elevators, escalators or stairways of the Building. The halls,
passages, exits, entrances, shopping malls, elevators, escalators and stairways
are not for the general public, and Landlord shall in all cases retain the right
to control and prevent access to the Building of all persons whose presence in
the judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its tenants provided that nothing
contained in this rule shall be construed to prevent such access to persons with
whom any tenant normally deals in the ordinary course of its business, unless
such persons are engaged in illegal activities. No tenant and no employee or
invitee of any tenant shall go upon the roof of the Building.

     4. The directory of the Building will be provided exclusively for the
display of the name and location of tenants only and Landlord reserves the
right to exclude any other names therefrom.

     5. Tenant shall not cause any unnecessary labor by carelessness or
indifference to the good order and cleanliness of the Premises. Landlord shall
not in any way be responsible to any Tenant for any loss of property on the
Premises, however occurring, or for any damage to any Tenant's property by the
janitor or any other employee or any other person.

     6. Landlord will furnish Tenant free of charge with two keys to each door
in the Premises. Landlord may make a reasonable charge for any additional keys,
and Tenant shall not make or have made additional keys, and Tenant shall not
alter any lock or install a new or additional lock or bolt on any doors of its
Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord
the keys of all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord therefor.

     7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions in
their installation.

     8. No equipment, materials, furniture, packages, supplies, merchandise or
other property will be received in the Building or carried in the elevators
except between such hours and in such elevators as may be designated by
Landlord.

     9. Tenant shall obtain Landlord's consent prior to placing a load upon any
floor which may exceed the load per square foot which such floor was designed to
carry and which is allowed by law. Landlord shall have the right to prescribe
the weight, size and position to all equipment, materials, furniture or other
property brought into the Building. Heavy objects shall stand on such platforms
as determined by Landlord to be necessary to properly distribute the weight.
Business machines and mechanical equipment belonging to Tenant which cause noise
or vibration that may be transmitted to the structure of the Building or to any
space in the Building to such a degree as to be objectionable to Landlord or to
any tenant shall be placed and maintained by Tenant, at Tenant's expense on
vibration eliminators or other devices sufficient to eliminate noise or
vibration. The persons employed to move such equipment in or out of the Building
must be acceptable to Landlord. Landlord will not be responsible for loss of, or
damage to, any such equipment or other property from any cause, and all damage
done to the Building by maintaining or moving such equipment or other property
shall be repaired at the expense of Tenant.

     10. Tenant shall not waste electricity, water or air conditioning. Tenant
shall keep corridor doors closed.

     11. Landlord reserves the right to exclude from the Building between the
hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays any
person unless that person is known to the person or employee in charge of the
Building as being an employee of Tenant and has a pass or is properly
identified. Tenant shall be responsible for all persons for whom it requests
passes and shall be liable to Landlord for all acts of such persons. Landlord
shall not be liable for damages for any error with regard to the admission to or
exclusion from the Building of any person.

     12. Tenant shall close and lock the doors of its Premises and entirely shut
off all water faucets or other water apparatus and electricity, gas or air
outlets before Tenant and its employees leave the Premises. Tenant shall be
responsible for any damage or injuries sustained by other tenants or occupants
of the Building or by Landlord for noncompliance with this rule.

     13. The toilet rooms, toilets, urinals wash bowls and other apparatus shall
not be used for any purpose other than that for which they were constructed, no
foreign substance of any kind whatsoever shall be thrown into any of them, and
the expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the Tenant who, or whose employees or invitees,
shall have caused it.

     14. Tenant shall not install any radio or television antenna, satellite
dish, loudspeaker or other device on the roof or exterior walls of the Building
except by virtue of a separate license negotiated with Landlord. Tenant shall
not interfere with radio or television broadcasting or reception from or in the
Building or elsewhere.

     15. Except as approved by Landlord, Tenant shall not mark, drive nails,
screw or drill into the partitions, woodwork or plaster or in any way deface the
Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix
any floor covering to the floor of the Premises in any manner except as approved
by Landlord. Tenant shall repair any damage resulting from noncompliance with
this rule.

     16. No animals are allowed in the Building with the exception of seeing-eye
or hearing animals. In the event any injuries are caused to Tenant's employees
or invitees, the owner of said animal agrees to indemnify and hold the Landlord
and its managing agent and all other tenants harmless from all costs (including
reasonable attorneys' fees) with respect to the presence of any animals in the
Building.

     17. Tenant shall store all its trash and garbage within its Premises.
Tenant shall not place in any trash box or receptacle any material which cannot
be disposed of in the ordinary and customary manner of trash and garbage
disposal. All garbage and refuse disposal shall be made in accordance with
directions issued from time to time by Landlord.

     18. No cooking shall be done or permitted by any Tenant on the Premises,
except by the Tenant of Underwriters' Laboratory approved microwave oven or
equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted provided that such equipment and use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
regulations.

                                      D-1
<PAGE>

     19. Tenant shall not use in any space or in the public halls of the
Building any hand trucks except those equipped with the rubber tires and side
guards or such other material-handling equipment as Landlord may approve. Tenant
shall not bring any other vehicles of any kind into the Building.


     20. Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address.

     21. The requirements of Tenant will be attended to only upon appropriate
application to the office of the Building by an authorized individual. Emplyees
of Landlord shall not perform any work or do anything outside of their regular
duties unless under special instruction from Landlord, and no employee of
Landlord will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.

     22. Parking is allowed between the hours of 7:00 am, to 6:00 p.m., Monday
through Friday, holidays excepted, in the east parking lot only, subject to
availability and at such rates as Landlord is then charging. Notwithstanding the
foregoing, no parking is allowed during professional sporting events and/or
other events occurring at the Hubert H. Humphrey Metrodome located at across
11th Avenue South from the Building. All visitors to the Building parking in
such parking lot shall pay the then prevailing parking charges. Any visitor
drop-offs are allowed only on the east side of the Building. Notwithstanding the
foregoing, parking by Tenant pursuant to a specific license agreement shall be
24 hours per day, 7 days a week.

     23. Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building. The
foregoing shall not be construed to allow Landlord to discriminatorily enforce
these Rules and Regulations as against Tenant and not other tenants of the
Building.

     24. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.

     25. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation of
good order in and about the Building. Tenant agrees to abide by all such rules
and regulations in this Exhibit stated and any additional rules and regulations
which are adopted.

     26. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.

                                      D-2
<PAGE>

                                  FLOOR PLAN

                             PENTHOUSE/ROOF LEVEL


                                   [DIAGRAM]


                                   EXHIBIT E
<PAGE>

                                   [DIAGRAM]

                               FUTURE EXPANSION

                                   EXHIBIT F