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                                                                 EXHIBIT 10.16

                     STANDARD OFFICE LEASE AGREEMENT (NET)

THIS LEASE AGREEMENT (hereinafter called the "Lease Agreement") made as of the
24th day of April, 1998, by and between NORTHLAND CENTER LIMITED PARTNERSHIP, a
Minnesota limited partnership having offices at Suite 200, 3500 West 80th
Street, Bloomington, Minnesota, 55431 (hereinafter called the "Landlord"), and
CLARK/BARDES, INC. D/B/A BANK COMPENSATION STRATEGIES GROUP, a Texas
corporation (hereinafter called the "Tenant").

                                   WITNESSETH

     A.   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 depicted on Exhibit A-1 attached
hereto, and by this reference incorporated herein, and described as Suite 200
containing approximately 14,784 rentable square feet (hereinafter called the
"Premises") of the building at 3600 West 80th Street (the "3600 Building"), in
the City of Bloomington, County of Hennepin, State of Minnesota. The term
Building as it is used herein shall consist of the 3600 Building and the
building at 3500 West 80th Street, Bloomington, Minnesota and the land
thereunder all as set forth in Exhibit A-2 hereto.

     B.   Notwithstanding anything in this Lease Agreement to the contrary,
until Substantial Completion (as defined below) of the Tenant Improvements (as
defined below) to the Premises, Tenant shall occupy under this Lease Agreement
that portion of the 3600 Building consisting of (i) the Existing Premises (as
defined below) and (ii) Suite 140 (as defined below) containing approximately
2,567 rentable square feet and graphically shown on Exhibit A-3 attached hereto
("Suite 140"), which Suite 140 shall be leased by Tenant in its current "as is"
condition; provided, however, Tenant shall temporarily vacate and surrender
possession to Landlord of both Suite 230 (as defined below) and Suite 235 (as
defined below), all in accordance with the provisions of Article 5 below
(hereinafter the Existing Premises together with Suite 140 are referred to as
the "Transition Space").

ARTICLE 1 - TERM

     To have and to hold (i) said Transition Space for a term (for purposes of
Articles 3 and 6 below, the "Transition Term") commencing upon full execution
of this Lease Agreement and ending upon Substantial Completion of the Tenant
Improvements to the Premises and (ii) said Premises for a term (for purposes of
Articles 3, 5, 6 and 32 below, the "Premises Term") commencing upon Substantial
Completion of the Tenant Improvements to the Premises upon the rentals and
subject to the conditions set forth in this Lease Agreement, and the Exhibits
attached hereto (hereinafter the Transition Term and the Premises Term are
collectively referred to as the "Term").

ARTICLE 2 - USE

     The Transition Space and the Premises shall be used by the Tenant solely
for the following purposes: General office use

ARTICLE 3 - RENTALS

     During the Transition Term Tenant shall pay to the Landlord as minimum
rental (hereinafter called "Minimum Rental") for the Transition Space $8,146.00
per month without notice, set-off or demand. During the Premises Term, Tenant
shall pay to Landlord as Minimum Rental for the Premises, without notice,
set-off or demand, the following amounts per month:

<TABLE>
<CAPTION>
     Period of Premises Term           Annual Rate Per Rentable Square Foot    Monthly Minimum Rental
     -----------------------           ------------------------------------    ----------------------
<S>                                    <C>                                     <C>

Calendar months 1 to 36, inclusive                    $ 14.00                        $ 17,248.00
Calendar months 37 to 84, inclusive                   $ 15.00                        $ 18,480.00
</TABLE>

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.
Tenant agrees to pay, as Additional Rent, which shall be collectible to the
same extent as Minimum Rental, all amounts which may become due to Landlord
hereunder and any tax, charge or fee that may be levied, assessed or imposed
upon or measured by the rents reserved hereunder by any governmental authority
acting under any present or future law before any fine, penalty, interest or
costs may be added thereto for non-payment. Pursuant to Article 6 hereof,
Landlord's estimated Operating Expenses for 1998 are $6.31 per rentable square
foot and estimated Real Estate Taxes payable in 1998 are $4.92 per rentable
square foot.

ARTICLE 4 - CONSTRUCTION

     Plans and/or a description for permanent improvements to the Premises are
attached hereto as Exhibit A-4 and by this reference incorporated herein
(hereafter called the "Plans"). The Plans have been approved by each of
Landlord and Tenant. The parties acknowledge that the Plans are to modify the
Premises to accommodate Tenant's intended use. Landlord shall be responsible
for constructing the improvements as shown on the Plans (hereafter called
"Tenant Improvements") for and on behalf of Tenant. Landlord and Tenant have
agreed that the costs of such Tenant Improvements shall be paid by Tenant,
although initially advanced by Landlord, with said costs to be reimbursed to
Landlord by Tenant as part of Tenant's payments of Minimum Rental as set forth
in Article 3 above. Any improvements to the Premises, other than as shown on
the Plans, and the furnishing of the Premises, shall be made by Tenant at the
sole cost and expense of Tenant, subject to all other provisions of this Lease
Agreement, including compliance with all applicable governmental laws,
ordinances and regulations.

ARTICLE 5 - POSSESSION

     A.   Tenant acknowledges that it is currently in possession of a portion
of the Premises hereunder in the 3600 Building consisting of (i) Suite 200
containing approximately 7,549 rentable square feet ("Suite 200"), (ii) Suite
230 containing approximately 1,368 rentable square feet ("Suite 230") and
(iii) Suite 235 containing approximately 783 rentable square feet ("Suite 235")
(hereinafter Suite 200, Suite 230 and Suite 235 are together referred to as the
"Existing Premises") pursuant to the terms of the Existing Lease (as defined in
Article 33 below). In order to accommodate the Tenant Improvements to be made
to those portions of the Premises comprising the Existing Premises, Tenant
agrees (i) upon notice from Landlord, temporarily vacate and surrender
possession of Suite 230 and Suite 235 to Landlord and (ii) the
Tenant Improvements shall be performed in phases and/or stages ("Phases") at
such times and in such areas ("Construction Areas") as Landlord and Tenant
shall mutually agree. Subject to Article 32 below, Tenant shall be responsible
for any relocating of its furniture, equipment and employees out of and into
Construction Areas and Suite 140 prior to and after completion of the given
Tenant Improvements to be performed in a Construction Area, including the
disassembling, relocating and reassembling of work stations and the
disconnecting and reconnecting of Tenant's telecommunications lines. Landlord
and Tenant shall cooperate in the scheduling and coordinating of the timing of
the Phases so as to minimize, to the extent reasonably possible, the costs of
such work and the disruption of Tenant's business. Upon Substantial Completion
of the Tenant Improvements to the Premises, Tenant shall vacate and deliver
possession of Suite 140 to Landlord leaving same in the condition required by
this Lease Agreement.


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     B.   As used in this Lease Agreement, "Substantial Completion" of the
Tenant Improvements shall mean that date when the Tenant Improvements to the
Premises have been completed to such an extent that Tenant may lawfully occupy
the entire Premises and use the entire Premises for their intended purpose. By
occupying the Premises as a Tenant, Tenant shall be conclusively deemed to have
accepted the same and to have acknowledged that the Premises are in the
condition required by this Lease Agreement, except items which are not in
compliance with the Plans and for which Tenant has given Landlord a written
"punch list" within thirty (30) days of Tenant's first occupancy of the
Premises, which "punch list" items Landlord agrees to complete, at its expense,
as soon as reasonably possible. Immediately after Substantial Completion of the
Tenant Improvements to the Premises, the Landlord and Tenant shall execute a
ratification agreement which shall set forth the commencement and termination
dates for the Premises Term and shall acknowledge the Minimum Rental, the square
footage of the Premises, and delivery of the Premises in the condition required
by this Lease Agreement.

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

     A.   During each full or partial calendar year during the Term of this
Lease Agreement, Tenant shall pay to Landlord, as Additional Rental, an amount
equal to the Real Estate Taxes and Operating Expenses (both as hereinafter
defined) per square foot of rentable area in the Building multiplied by (i)
9,700 square feet of rentable area during the Transition Term and (ii) the
number of square feet of rentable area in the Premises during the Premises Term,
prorated for the period that Tenant occupied the Transition Space or Premises,
as the case may be. Notwithstanding the preceding sentence, Tenant's share of
the following Operating Expenses shall be computed on the basis of the cost of
said expenses per rentable square foot of area within the Building actually
occupied: cleaning, management, and energy expenses.

     B.   Landlord shall, each year during the Term of this Lease Agreement, 
give Tenant an estimate of Operating Expenses and Real Estate Taxes payable per
square foot of rentable area for the coming calendar year. Tenant shall pay, as
Additional Rental, along with its monthly Minimum Rental payments required
hereunder, one twelfth (1/12) of such estimated Operating Expenses and 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,
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 amount applicable to the Premises. If such statement
shows that Tenant's share of Operating Expenses and Real Estate Taxes 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 shall be refunded to Tenant, at the time of certification, in the
form of an adjustment in the Additional Rental next coming due, or if at the
end of the Term by a refund.

     D.   For the 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 or payable
upon the Building. All 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 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, cleaning expenses, energy expenses,
insurance premiums, and the amortization of capital investments made to reduce
operating costs that are necessary due to governmental requirements, all in
accordance with generally accepted accounting principles.

     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
building for the fiscal year which is less than 12 calendar months.

     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.

ARTICLE 7 - UTILITIES AND SERVICE

     A.   Landlord agrees to furnish water, electricity, elevator service, and
janitorial service. In the event Tenant's requirements and/or usage of such
utilities and services is substantially greater than is customarily supplied to
a typical tenant in the Building, Landlord or Tenant may request that the
difference in such requirement and/or usage be determined and that appropriate
adjustments be made in the Minimum Rental provided for in Article 3 of this
Lease Agreement.

     B.   Landlord agrees to furnish heat during the usual heating season and
air conditioning during the usual air conditioning season, all during normal
business hours as defined in this Lease Agreement.

     C.   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.

     D.   for the purposes of this Article 7, normal business hours shall be
deemed to mean the period of time between 8:00 a.m. and 5:00 p.m., Monday
through Friday, and specifically excluding Saturdays, Sundays and legal
holidays.

ARTICLE 8 - NON-LIABILITY OF LANDLORD

     Except in the event of negligence of Landlord, its agents, employees or
contractors. 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 gross negligence.

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;
     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 waste 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;
     5.   To preserve and protect all carpeted areas; and
     6.   To obtain Landlord's prior approval 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.


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     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.

ARTICLE 10 - NON-PERMITTED USE

     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. Tenant, at its
expense, shall comply with all governmental laws, ordinances, rules and
regulations applicable to the use of the Premises and its occupancy 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 the Premises or Tenant's use or occupancy 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 or otherwise and shall not do or permit
to be done in or about the Premises anything which will be dangerous to life or
limb.

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
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 the Landlord
to make any repairs, alterations or improvements.

ARTICLE 12 - ALTERATIONS

     Tenant will not make any alterations, repairs, 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 components of
the Building without the prior written consent of the Landlord as to the
character of the alterations, additions or improvements to be made, the manner
of doing the work, and the contractor doing the work. Such consent shall not be
unreasonably withheld or delayed, if such alterations, repairs, additions or
improvements are required of Tenant or are the obligation of Tenant pursuant to
this Lease Agreement. All such work shall comply with all applicable
governmental laws, ordinances, rules and regulations. The Landlord as a
condition to said consent may require a surety performance and/or payment bond
from the Tenant for said actions. Tenant agrees to indemnify and hold Landlord
free and harmless from any liability, loss, cost, damage or expense (including
attorney's fees) by reasons of any said alteration, repairs, additions or
improvements.

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.
Tenant shall have the right to have its name listed on the directory in the
lobby of the 3600 Building and, in addition, to have listed said directory up
to two (2) additional suites for subtenants of Tenant.

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 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. Tenant agrees that no awnings, curtains, drapes or shades
shall be used upon the Premises except as may be approved by the Landlord.

     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, 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.

     C.   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.
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. 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
areas shall be leased only by separate license agreement with Landlord. Tenant
further agrees not to use or permit its employees, visitors or invitees to use
the parking areas for overnight storage of vehicles.

ARTICLE 15 - ASSIGNMENT AND SUBLETTING

     A.   Tenant agrees not to assign, sublet, license, mortgage 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 in each instance. Notwithstanding anything herein to the contrary,
(i) Tenant shall have the right to sublease up to approximately 1,562 rentable
square feet of the Premises to Lawrence H. Hendrickson and up to approximately
720 rentable square feet of the Premises to Walter H. Hilgenberg, without the
consent of Landlord (the "Approved Subtenants") and (ii) Tenant may assign this
Lease Agreement to any Affiliate of Tenant without the consent of Landlord. As
used herein, an "Affiliate" shall be any entity which either controls, is
controlled by or is under common control with Tenant. If Tenant is a
corporation or a partnership, transfer of a controlling interest of Tenant
other than by the issuance of shares of stock of Tenant in a public offering of
such stock shall be considered an assignment of this Lease Agreement for
purposes of this Article. 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 assigns this Lease Agreement, whether to an Affiliate or an
approved Subtenant, Tenant shall give written notice to Landlord at least
thirty (30) days prior to the proposed subletting or assignment, which notice
shall provide 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, including to an Affiliate or an
Approved Subtenant, 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.
At Landlord's option, Landlord may terminate the Lease Agreement in lieu of
giving its consent to any proposed assignment of this Lease Agreement or
subletting of the Premises (which termination may be contingent upon the
execution of a new lease with the proposed assignee or subtenant).


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<PAGE>   4
     B.   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,
Landlord shall thereupon be entirely freed of all obligations of the Landlord
hereunder 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

     If the Building is damaged or destroyed by fire or other casualty, 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 such
damage or destruction. If a portion of the Premises is damaged by fire or other
casualty, and Landlord does not elect to terminate this Lease Agreement, the
Landlord shall, at its expense, restore the Premises to as near the condition
which existed immediately prior to such damage or destruction, as reasonably
possible, and the rentals shall abate during such period of time as the Premises
are untenantable, in the proportion that the untenantable portion of the
Premises bears to the entire Premises. Notwithstanding anything herein to the
contrary, if the Premises are damaged or destroyed and in the reasonable opinion
of Landlord, Landlord is unable to restore the Premises to as near the condition
thereof which existed immediately prior to such damage or destruction within six
(6) months from the date of such damage or destruction, then Tenant shall have
the right to terminate this Lease agreement effective on the date of such damage
or destruction by giving written notice to Landlord of such termination.

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 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 and this Lease Agreement is not terminated
by Landlord, the Landlord shall, at its expense, restore the Premises 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 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.

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. All alterations, additions and fixtures other than tenant's
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, at the
option of Landlord, 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, wordprocessing, 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 same is due and payable; (2) Tenant shall
violate or default on any of the other covenants, agreements, stipulations or
conditions herein, 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 (3) if Tenant shall commence or have commenced against Tenant
proceedings under a bankruptcy, receivership, insolvency or similar type of
action; then 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 or without 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 $500.00 if any sum due Landlord hereunder has not been
received within ten (10) days from the date said payment becomes due and
payable, or cleared by Landlord's bank within three (3) business days after
deposit. Tenant agrees to pay interest at the highest permissible rate of
interest allowed under the usury statutes of the State of Minnesota, or in case
no such maximum rate of interest is provided, at the rate of 12% per annum, 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.

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.


                                      -4-
 
<PAGE>   5
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 the Landlord may, at its option, serve written
notice upon Tenant that such holdover constitutes any one of (i) renewal of this
Lease Agreement for one year, and from year to year thereafter, or (ii)
creation of a month-to-month tenancy, or (iii) 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 double 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. 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 or 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 the
mortgagee named in such mortgage(s) shall agree to recognize this Lease
Agreement or Tenant in the event of foreclosure provided the Tenant is not in
default. In confirmation of such subordination, Tenant shall promptly execute
and deliver any instrument, in recordable form, as required by Landlord's
mortgagee. In the event of any mortgagee electing to have the Lease Agreement a
prior incumbrance to its mortgage, then and in such event upon such mortgagee
notifying Tenant to that effect, this Lease Agreement shall be deemed prior in
incumbrance to the said mortgage, whether this Lease Agreement is dated prior
to or subsequent to the date of said mortgage.

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 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 contractual liability coverage
by endorsement. Tenant shall further provide for business interruption
insurance to cover a period of not less than six (6) months. 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 act or omission by
Tenant, Tenant's employees or anyone claiming through or by Tenant in, at, or
around the Premises or the building; ii) the conduct or management of any work
or thing whatsoever done by Tenant in or about the Premises; or iii) Tenant's
failure to comply with any and all governmental laws, rules, ordinances or
regulations applicable to the use of the Premises and its occupancy. 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. Tenant represents that it is
satisfied that the construction of the Building and the Premises, including the
floors, walls, windows, doors and means of access thereto are suitable for the
particular needs of Tenant's business. Tenant further represents that it is
satisfied with the security of said Building and Premises for the protection of
any property which may be owned, held, stored or otherwise caused or permitted
by Tenant to be present upon the Premises. The placement and sufficiency of all
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 contents
of the Premises, including that owned by others and 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 insurance policy on the Building, but not contents
owned, leased or otherwise in possession of Tenant. The cost of such insurance
shall be an Operating Expense.

ARTICLE 25 - NOTICES

     All notices from Tenant to Landlord required or permitted by any
provisions of this Lease Agreement shall be directed to Landlord postage
prepaid, certified or registered mail, 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 directed to Tenant,
postage prepaid, certified or registered mail, at the Premises and at the
address, if any, set forth on page 6 of this Lease Agreement. 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. If Tenant shall fail to cause such lien forthwith to be discharged
within Five (5) days after being notified of the filing thereof, 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.

ARTICLE 28 - SECURITY INTEREST

     (Intentionally Omitted)

ARTICLE 29 - BROKERAGE

     Each of the parties represents and warrants that with the exception of any
brokerage commissions payable to United Properties Brokerage Company which
shall be paid by Landlord, 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
such claim, including without limitation, the cost of attorney's fees in
connection therewith.

ARTICLE 30 - SUBSTITUTION

     (Intentionally Omitted)




                                     - 5 -
<PAGE>   6
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 in a form acceptable to Landlord. Tenant agrees to provide
Landlord (but not more often than twice in any calendar year), within ten (10)
days of request, the then most current financial statements of Tenant and any
guarantors of this Lease Agreement, which shall be certified by Tenant, and if
available, shall be audited and 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 - ALLOWANCES

     Upon commencement of the Premises Term, Landlord shall pay to Tenant
allowances for the following purposes:

          Cabling                       -    $15,000.00; and
          Dismantling Workstations      -    $10,000.00

ARTICLE 33 - EXISTING LEASE

     The parties hereto acknowledge that Tenant is currently in possession of
the Existing Premises pursuant to that certain lease agreement entered into by
Tenant's predecessor in interest with Landlord dated March 30, 1990, as amended
on July 23, 1990, January 20, 1994, March 28, 1994, October 3, 1995, March 31,
1997 and again on December 9, 1997 (the "Existing Lease"). Upon full execution
of this Lease Agreement (the "Effective Date") by the parties hereto, the
Existing Lease shall terminate and be of no further force or effect, provided,
however, the Existing Lease shall continue in full force and effect with
respect to events or conditions occurring prior to the Effective Date.

ARTICLE 34 - OPTION TO RENEW

     Provided Tenant is not in default under this Lease Agreement at the time
of giving the Renewal Notice (as defined below) or at any time thereafter to
and including the commencement of the Extended Term (as defined below), Tenant
shall have the right to extend the Term of this Lease Agreement for one (1)
additional period of at Tenant's option, two (2) years, three (3) years or (5)
years (the "Extended Term"). Tenant shall exercise its right to extend the Term
of this Lease Agreement by giving written notice to Landlord of Tenant's
intention to do so no later than seven (7) months prior to commencement of the
Extended Term and specifying therein whether a two (2) year, a three (3) year
or a five (5) year Extended Term has been elected by Tenant, time being of the
essence (the "Renewal Notice"). If no such renewal Notice is timely given, the
Lease Agreement shall expire as of the end of the initial Term.  If such
Renewal Notice is timely given, all of the terms, covenants and conditions of 
this Lease Agreement shall apply to the Extended Term; provided, however, Tenant
shall have no further right to extend the Term of this Lease Agreement, the 
Premises shall be leased by Tenant during the Extended Term in their then
current "as is" condition without any obligation of Landlord to make any 
improvements or betterments of any kind, and the Minimum Rental payable during
the Extended Term shall be at the market rate as reasonably determined by
Landlord.

ARTICLE 35 - 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 and 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. (Neither party shall record this Lease Agreement or any memorandum
thereof, and any such recordation shall be a breach of this Lease Agreement
void, and without effect.) 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 36 - EXCULPATION

     Tenant agrees to look solely to Landlord's interest in the Building for
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.

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

TENANT:                                   LANDLORD:

CLARK/BARDES, INC.                        NORTHLAND CENTER LIMITED PARTNERSHIP
  D/B/A BANK COMPENSATION                 By: The Northland Company
  STRATEGIES GROUP                            Managing General Partner


By: /s/ RICHARD C. CHAPMAN                By: /s/ BOYD B. STOFER
   ------------------------                   ------------------------
        Richard C. Chapman                        Boyd B. Stofer
        President & CEO,                          Vice President
        BCS Division

                                          By: /s/ FRANK J. DUTKE
                                              ------------------------
                                                  Frank J. Dutke
                                                  Assistant Secretary


                                     - 6 -

<PAGE>   7
                                                                     EXHIBIT A-1


                                  [FLOOR PLAN]


SUITE #200
NORTHLAND EXECUTIVE OFFICE CENTER
SECOND FLOOR
3600 W. 80TH STREET
BLOOMINGTON, MINNESOTA

<PAGE>   8
                                                                     EXHIBIT A-2

                                     [MAP]

Legal Description:

Lot 1 (3500 W. 80th Street) and Lot 2 (3600 W. 80th Street), Block 1, Northland
Center 2nd Addition according to the recorded plat thereof, Hennepin County,
Minnesota.


                       NORTHLAND EXECUTIVE OFFICE CENTER

                           3500/3600 WEST 80TH STREET

                          BLOOMINGTON, MINNESOTA 55431

<PAGE>   9
                                                                     EXHIBIT A-3


                                  [FLOOR PLAN]

SUITE #140

NORTHLAND EXECUTIVE OFFICE CENTER
FIRST FLOOR
3600 W. 80TH STREET
BLOOMINGTON, MINNESOTA
<PAGE>   10
                                                                     EXHIBIT A-4

                                  [FLOOR PLAN]

<PAGE>   11
                                  STORAGE AREA
                               LICENSE AGREEMENT

     This License Agreement made this 24th day of April, 1998, by and between
NORTHLAND CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership
("Licensor") and CLARK/BARDES, INC. D/B/A/ BANK COMPENSATION STRATEGIES GROUP,
a Texas corporation ("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:

     1.   GRANT: Licensor hereby grants to Licensee, for the sole purpose of
storage of files, papers and other office business property, 127 square feet of
storage space located in the basement level of the building at 3600 West 80th
Street, Bloomington, Minnesota, and (if so attached) covering the specific area
designated on Exhibit A to this License.

     2.   TERM: The term of this License shall be coterminous with the term of
the Office Lease (as defined below).

     3.   LICENSE FEE: Licensee shall pay as its fee for this License for the
storage space the sum of $9.00 per square foot per year in 12 equal installments
of $95.00 on or before the first day of each month to United Properties,
Northland Executive Office Center, 3500 West 80th Street, Suite 200,
Bloomington, Minnesota, 55431, or at such other address that Licensor may
designate. 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.

     4.   RIGHT OF RE-ENTRY: Licensee agrees that this License is made upon the
condition that if the Licensee shall fail to pay the license fee when due, fail
to keep any term or condition of this license, 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 storage area, then in any
of said cases the Licensor may immediately or at any time thereafter and
without notice or demand, retake possession of the storage area, without such
re-taking working a forfeiture of the license fee to be paid by Licensee for
the full term of this License and may, at Licensor's election, license the
storage area on such terms and conditions and for such fees and for such time as
Licensor may elect. In the event of such retaking Licensee agrees to return to
Licensor any and all keys and/or admittance cards, upon notice from Licensor.

     5.   STORAGE AREA OPERATION: It is specifically understood and agreed that
the storage area is operated without constant staffing and that Licensor shall
not be responsible for any loss, damage or casualty sustained by Licensee for
the loss of any articles, personal property or any such other items from
Licensee's licensed storage area. Licensor shall not be liable to Licensee for
any water damage to Licensee's property by reason of water leakage or water
seepage through concrete or dampness.

     6.   OFFICE LEASE: Licensee presently has (or is contemporaneously
executing) a lease for office space within the building or building complex in
which the storage area is located ("Office Lease"). For purposes of this License
Agreement, the following terms and conditions of the Office Lease are
incorporated herein by reference and shall be applicable to the storage space:
     
     Article 8 (Non-liability of Landlord); Article 9 (Care of Premises);
     Article 10 (Non-Permitted Use); Article 11 (Inspection); Article 12
     (Alterations); Article 16 (Loss by Casualty); Article 17 (Waiver of
     Subrogation); Article 18 (Eminent Domain); Article 19 (Surrender); Article
     21 (Landlord's Default); Article 23 (Subordination); Article 24 (Indemnity,
     Insurance and Security); Article 25 (Notices); and Article 31 (Estoppel
     Certificates).

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

     7.   SUBSTITUTION: Licensor has the right to substitute storage space at a
location other than as shown in Exhibit A, provided, however that the
substituted space shall contain substantially the same square footage, shall be
within the same building or building complex and the cost of moving any of
Licensee's stored property shall be at Licensor's sole expense.

(LICENSEE)                                 (LICENSOR)

CLARK/BARDES, INC.                         NORTHLAND CENTER LIMITED PARTNERSHIP
D/B/A/ BANK COMPENSATION STRATEGIES GROUP  By: The Northland Company
                                           Managing General Partner

By: /s/ RICHARD C. CHAPMAN                By: /s/ FRANK J. DUTKE
    ------------------------                  ------------------------
        Richard C. Chapman                       Frank J. Dutke
        President and CEO, BCS Division          Assistant Secretary

        

                                          
                                             
                                           
<PAGE>   12
                        PARKING GARAGE LICENSE AGREEMENT

Parking Stalls:  46, 48, 52 and 65         Address:  3600 West 80th Street
                                                    Bloomington, Minnesota

     This License Agreement made this 24th day of April, 1998, by and between
NORTHLAND CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership
("Licensor") and CLARK/BARDES, INC. D/B/A/ BANK COMPENSATION STRATEGIES GROUP,
a Texas corporation ("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:

     1.   GRANT: Licensor hereby grants to Licensee, for the sole purpose of
parking the automobile(s) described in Licensee's application attached hereto,
four (4) assigned parking stall(s) in the parking garage ("GARAGE") located in
the basement level of the building at the above referenced address and covering
the specific stall(s) designated at the top of the page of this License.

     2.   TERM: This License shall be coterminous with the term of the Office
Lease (as defined below).

     3.   LICENSE FEE: During the initial Term of the Office Lease, Licensee
shall pay as its fee for this License the sum of $85.00 per month per parking
stall on or before the first day of each month to United Properties, 3500 West
80th Street, Bloomington, Minnesota 55431, or at such other address that
Licensor may designate; together with any sales, use or other tax (excluding
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 GARAGE door 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 GARAGE door operator(s)
and/or admittance card(s) whichever occurs last. The fee for GARAGE parking may
be adjusted from time to time beginning June 1, 2001, to whatever fee Licensor
is then charging for GARAGE parking stalls.

     4.   NEGATIVE COVENANTS: Licensee shall not:

     a)   Park more than one (1) standard sized (or smaller) automobile per
parking stall licensed herein, in the GARAGE, at the same time.

     b)   Allow any non-authorized automobile to be parked in Licensee's
parking stall(s).

     c)   Allow any automobile to be stored overnight in the Parking Garage.

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 $30.00 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.

     5.   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 when due, fail to keep any term or condition of this License, 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
GARAGE, 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 and may, at Licensor's
election, license the parking stall(s) on such terms and conditions and for
such fees and for such time as Licensor may elect. In the event of such
retaking or at the end of the Term, Licensee agrees to return to Licensor any
and all GARAGE door 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.

     6.   PARKING GARAGE OPERATION: It is specifically understood and agreed
that the GARAGE 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, unless cause by the willful acts
or negligence of Licensor, its agents and employees. Licensor shall not be
liable to Licensee for any water damage to Licensee's property by reason of
water leakage or water seepage through concrete into or on the automobile.

     7.   OFFICE LEASE: Licensee presently has (or is contemporaneously
executing) a lease for office space within the building in which the Garage is
located.

     a.   A default in this License Agreement shall constitute a default under
Licensee's Office Lease with Licensor and entitle Licensor to all remedies
provided therein including the termination of the Office Lease.

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

     IN WITNESS WHEREOF the parties hereto have executed this License Agreement
as of the day and year first above written.

   
(LICENSEE)                                (LICENSOR)

CLARK/BARDES, INC.                        NORTHLAND CENTER LIMITED PARTNERSHIP
D/B/A/ BANK COMPENSATION STRATEGIES GROUP By: The Northland Company,
                                          Managing General Partner

By: /s/ RICHARD C. CHAPMAN                By: /s/ FRANK J. DUTKE
   ------------------------                  ------------------------
        Richard C. Chapman                       Frank J. Dutke
        President and CEO, BCS Division          Assistant Secretary

        

                                          
                                             
<PAGE>   13
                                  LICENSE AGREEMENT
                       NORTHLAND EXECUTIVE OFFICE CENTER
                                  PARKING RAMP

     This License Agreement made this 24th day of April, 1998, by and between
NORTHLAND CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership
("Licensor") and CLARK/BARDES, INC. D/B/A/ BANK COMPENSATION STRATEGIES GROUP,
a Texas corporation ("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:

     1.   GRANT: Licensor hereby grants to Licensee, for the sole purpose of
parking the automobile(s) described in Licensee's application attached hereto,
30 unassigned parking space(s) in the restricted parking areas of the parking
ramp ("RAMP") located at the Northland Executive Office Center, 3500-3600 West
80th Street, Bloomington, Minnesota.

     2.   TERM: The term of this License shall be coterminous with the term of
the Office Lease (as defined below).

     3.   LICENSE FEE: Licensee shall pay as its fee for this License the sum of
$10.00 per admittance card on or before the first day of each month to United
Properties, Northland Executive Office Center, 3500 West 80th Street,
Minneapolis, Minnesota, 55431, 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 RAMP 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 RAMP gate operator(s) and/or admittance
card(s) whichever occurs last. The fee for RAMP may be adjusted from time to
time beginning June 1, 2001, to whatever fee Licensor is then charging for RAMP
parking stalls.

     4.   NEGATIVE COVENANTS: Licensee shall not:

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

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

               c)   Allow any automobile to be stored overnight in the RAMP.

     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.


     5.   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
when due, fail to keep any term or condition of this license, 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 RAMP, 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 RAMP 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.

     6.   PARKING RAMP OPERATION: It is specifically understood and agreed that
the RAMP 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. Licensor shall not be liable to Licensee for
any water damage to Licensee's automobile by reason of water leakage or water
seepage through concrete into or on the automobile.

     7.   OFFICE LEASE:  Licensee presently has (or is contemporaneously
executing) a lease for office space within Northland Executive Office Center
("Office Lease").

          a.   A default in this License Agreement shall constitute a default
          under Licensee's Office Lease with Licensor and entitle Licensor to
          all remedies provided therein including the termination of the Office
          Lease.

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

     8.   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 RAMP. 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
RAMP 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.

     9.   Licensor shall have the right, upon thirty (30) days prior written
notice to Licensee, to cancel this License Agreement and allow the Parking RAMP
to be used on an unrestricted basis for all tenants and their invitees.
Licensee from and after the cancellation date specified in such written notice,
shall have no further obligation for the payment of rental hereunder but the use
of such Parking RAMP shall be subject to the terms of paragraphs 4(c), 6 and 7
hereof.

(LICENSEE)                                (LICENSOR)

CLARK/BARDES, INC.                        NORTHLAND CENTER LIMITED PARTNERSHIP
D/B/A BANK COMPENSATION STRATEGIES GROUP  By: The Northland Company
                                          Managing General Partner

By: /s/ RICHARD C. CHAPMAN                By: /s/ FRANK J. DUTKE
   ------------------------------------       ----------------------------------
        Richard C. Chapman                        Frank J. Dutke
        President and CEO, BCS Division           Assistant Secretary