Exhibit 10.15

                                 LEASE AGREEMENT


CONTROL  DATA  SYSTEMS,  INC.,  (hereinafter  referred  to  as  "Landlord")  and
DYNAMARK,  INC.,  (hereinafter  referred to as  "Tenant"),  entered into a Lease
dated April 6, 1992,  covering  premises at 4290 Fernwood  Avenue,  Arden Hills,
Minnesota.

NOW THEREFORE,  Landlord and Tenant agree to terminate the subject April 6, 1992
Lease  in its  entirety  as of the  Commencement  Date  (except  as to any  sums
remaining  owing,  whether  actual or  contingent)  and  enter  into a new Lease
Agreement, the terms and conditions of which are stated as follows:

1.       PARTIES.

         This Lease is made and  entered  into this 1st day of May 1995,  by and
between CONTROL DATA SYSTEMS,  INC.  (hereinafter referred to as "Landlord") and
DYNAMARK, INC., hereinafter referred to as "Tenant").

2.       PREMISES.

         In  consideration  of the rents and covenants  herein agreed to be paid
and  performed,  Landlord  hereby leases to Tenant and Tenant hereby leases from
Landlord, on the terms and conditions  hereinafter set forth, that certain space
(the "Premises")  consisting of approximately forty eight thousand eight hundred
four  (48,804)  rentable  square  feet and other  improvements  located  at 4290
Fernwood  Avenue,  Arden Hills,  Minnesota.  The Premises are more  particularly
designated  on the plan  attached  hereto  as  Exhibit A and made a part of this
Lease Agreement.

3.       TERM.

         The term of this Lease shall be for a period commencing on May 1, 1995,
(the  "Commencement  Date"),  and ending at midnight on August 31, 2005,  unless
sooner terminated as hereinafter provided.

4.       BASE RENT.

         (a) For the period from the  Commencement  Date of this Lease Agreement
through  July 31,  1997,  Tenant  agrees  to pay Base Rent for the  Premises  in
monthly  installments  at the rate of thirty-four  thousand five hundred dollars
($34,500.00) per month.
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         Landlord  shall provide  during this period,  included in the Base Rent
listed above at no additional cost to Tenant,  the following items:  parking lot
and grounds  maintenance,  property insurance,  property tax payments (up to the
amount paid in 1992),  sewer and water, and property  management  services.  The
Base Rent shall be adjusted  periodically  as necessary to reflect any increases
or decreases in Tenant's actual pro rata share of real estate taxes attributable
to the  Premises.  Taxes  allocated to the Premises are  currently  deemed to be
6.663713898%  of the taxes and  assessments  for the entire complex in which the
Premises are located.  Tenant may challenge such allocation if the circumstances
concerning the Premises and its relationship to the taxes and assessments change
so as to make such  allocation  inequitable.  If Landlord  incurs any reasonable
expenses as a result of real estate tax appeals or related actions which benefit
Tenant in the lowering of the Base Rent,  Tenant will be responsible for its pro
rata share of these expenses.

         During  this  period,  Tenant  shall  also pay all costs for  utilities
including electricity,  chilled water, heating, custodial services and all other
costs not specifically covered by Landlord and addressed herein. Such costs will
be invoiced  at  Landlord's  actual  cost and will not  contain  any  additional
charges.

         (b) Beginning  August 1, 1997 and  thereafter  for the remainder of the
Term of this Lease Agreement, Base Rent shall be paid according to the following
schedule:

                              Annual                    Base
           Months          Base Rent/RSF             Rent/Month
           ------          -------------             ----------
          1  -  36            $6.89                  $28,021.63
         37  -  72            $7.24                  $29,455.08
         73  -  97            $7.54                  $30,665.18

         Tenant shall pay as Additional Rent three dollars and twenty-nine cents
($3.29) per rentable  square foot per annum as a fixed charge for Tenant's share
of Operating Expenses (as defined in the OPERATING  EXPENSES  section),  payable
monthly  with Base Rent.  On each  January 1 of the Term  after  August 1, 1997,
Tenant's pro rata share of Operating  Expenses shall increase three percent (3%)
over  Tenant's  pro rata share for the  previous  year,  with the  exception  of
Tenant's  pro rata share of real estate  taxes  which  shall  reflect the actual
increases or decreases.

         During  this  period,  Tenant  shall  also pay all costs for  utilities
including  electricity,  water and sewer,  chilled water usage and availability,
heating,  custodial  services  and all other costs not  specifically  covered by
Landlord and addressed herein.  If Landlord incurs any reasonable  expenses as a
result of real estate tax appeals or related actions which benefit Tenant in the
lowering  of  the  Additional  Rent  for  real  estate  taxes,  Tenant  will  be
responsible for its pro rata share of these expenses.



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         (c) Said rent is subject to late charges and other terms and conditions
of this  Agreement.  Tenant  further  agrees  to pay its pro  rata  share of any
increases in expenses  attributable  to a change in law relating to the building
and its usage.  Monthly  rental  shall be payable in advance on the first day of
each month during the term of this Lease,  without  notice or demand and without
any deduction,  off-set,  or abatement,  except as expressly provided herein, in
lawful money of the United  States to the Landlord at the address  stated herein
for notices or to such other  persons or such other  places as the  Landlord may
designate  to Tenant in  writing.  Rent not paid within ten (10) days of the due
date shall be subject to a late  charge  equal to the lesser of five (5) percent
of the amount unpaid or the maximum allowable under applicable law, which amount
shall  be  charged  against  each  installment  of rent not paid  when  due.  In
addition,  any installment of rent not paid within ten (10) days of the due date
shall bear  interest at the rate of twelve  (12)  percent per annum from the due
date  until  paid,  which  interest  shall be  immediately  due and  payable  as
additional  rent.  Any items of  additional  rent shall be invoiced on a monthly
basis by Landlord and shall be payable by Tenant within  fifteen(15) days of the
date of such invoice.

5.       OPERATING EXPENSES

         (a)  Operating  Expenses  as  Additional  Rent.  During the Term of the
Lease,  Tenant shall pay to Landlord as additional rent,  without any set-off or
deduction  except as described  herein,  the fixed charge specified in Section 4
(b) above for a prorata  share  ("Tenant's  Proportionate  Share")  of all costs
which  Landlord  may incur in owning,  maintaining  and  operating  the premises
("Operating Expenses").

         (b) Definition of Operating  Expenses.  The term  "Operating  Expenses"
shall mean all of the following: (i) all of Landlord's direct costs and expenses
of  operation,  repair and  maintenance  of the  Premises,  the property and the
common areas and supporting facilities,  as determined by Landlord in accordance
with generally  accepted  accounting  principles or other recognized  accounting
principles,  consistently  applied;  (ii) costs, or a portion thereof,  properly
allocable to the Premises,  property or common areas of any capital improvements
made to the  Premises,  property  or common  areas by  Landlord  which  comprise
labor-saving  devices  or other  equipment  intended  to improve  the  operating
efficiency of any system within the Premises,  property or common areas (such as
an energy management computer system) to the extent of cost savings in Operating
Expenses as a result of the device or  equipment,  as  reasonably  determined by
Landlord; and (iii) costs properly allocable to the Premises, property or common
areas of any capital improvements made to the Premises, property or common areas
by Landlord that are required under any  governmental law or regulation that was
not applicable to the Premises,  property

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<PAGE>

and  common  areas at the time they  were  constructed,  or that are  reasonably
required for the health and safety of tenants in the  property or Premises,  the
costs,  or allocable  portion  thereof,  to be amortized over its useful life as
reasonably  determined  by Landlord and Tenant will pay  Tenant's  Proportionate
Share based on the time remaining in the lease term, together with interest upon
the  unamortized  balance at the  interest  rate or such higher rate as may have
been paid by Landlord on funds  borrowed  for the  purpose of  constructing  the
capital  improvements.  The term "Operating Expenses" shall include the costs of
all utilities (including  surcharges) for the property and Premises; the cost of
all  insurance  which  Landlord or  Landlord's  lender deems  necessary  for the
property and Premises;  a property  management fee equal to ten percent (10%) of
Operating  Expenses;  and  the  Real  Property  Taxes.  If  Landlord  elects  to
self-insure or includes the Premises under blanket  insurance  policies covering
multiple  properties,  then the term  "Operating  Expenses"  shall  include  the
portion of the cost of such self-insurance properly allocated by Landlord to the
Premises.  Without limiting the foregoing,  Operating Expenses shall include the
costs set forth on Exhibit C  attached  hereto,  showing  the  breakdown  of the
initial $3.29 per square foot charge.  After August 1, 1997, Landlord agrees not
to unreasonably withhold its agreement to modifications of the services provided
by Landlord as part of Operating  Expenses,  as requested by Tenant,  so long as
such  modifications  do not  result in  increased  costs to  Landlord,  deferred
maintenance  of the  Premises,  increased  casualty or theft risk to property or
premises, or other detriment to Landlord; and upon such modification of services
the fixed  charge for  Operating  Expenses  shall be  appropriately  adjusted to
reflect the reduced or increased costs to Landlord of providing such services at
the time of such modification.

         (c) Exclusions From Operating Expenses.  The term "Operating  Expenses"
shall not include (i) costs paid directly by Tenant; (ii) principal and interest
payments on loans secured by deeds of trust  recorded  against  property;  (iii)
real estate sales or leasing brokerage  commissions;  or (iv) executive salaries
of off-site  personnel  employed by Landlord  except for the charge (or pro rata
share) of the manager of the  property and  building;  (v) any costs or expenses
resulting  from the  presence of Hazardous  Substances  as are  attributable  to
Tenant, (as described in Exhibit B) on the date hereof or at any time during the
Term.

6.       OPTION TO EXTEND LEASE.

         Tenant  shall have the right and option (the  "Option")  to extend this
Lease for all (but not part) of the Premises, as hereinafter  provided,  for two
(2) periods of five (5) years each  (hereinafter  referred  to as "Renewal  Term
One" and  "Renewal  Term Two")  provided  that (i) there is not then an Event of
Default at the time of exercise of the Option nor at the  commencement of either
of the Renewal Terms;  or (ii) that Tenant has not received  written notice from
Landlord

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of a default in rent  payments  more than five (5) times during the last two (2)
years of the lease  term or  renewal  period.  Tenant's  right to extend for any
Renewal Term shall lapse without further act or deed if Tenant has not exercised
its option to extend for all available preceding Renewal Terms.

         The  Option  shall be  exercised  by Tenant  giving  written  notice to
Landlord of Tenant's  intention  to exercise  said Option on or before that date
which is not more than twelve (12) months nor less than nine (9) months prior to
the then applicable  expiration date for the Term.  Unless Landlord has received
such written  notice of Tenant's  intention to exercise  said Option  within the
time period specified herein,  then Landlord shall have no further obligation to
offer the  Premises to the  Tenant.  If Tenant has not  exercised  its Option to
extend the Terms as  outlined  herein,  Landlord  shall be  entitled to show the
Premises at least nine (9) months prior to the expiration of each Term and offer
the  Premises for lease to any other  prospective  tenants.  Landlord  will give
Tenant at least 24 hours notice prior to such showings to  prospective  tenants.
The Option  contained  herein is personal to Tenant and shall not be assigned or
sublet to  another  party,  except as to such  party  that  purchases  Tenant or
Tenant's assets.

         Rental  rates will be at then Fair Market Rate,  but, in no case,  less
than the current Base Rent then in effect for the Premises. The Fair Market Rent
shall be established by agreement between Landlord and Tenant in accordance with
the FAIR MARKET RENT  DEFINITION  section or, failing  agreement,  in accordance
with the ARBITRATION PROCEDURES section.

7.       FAIR MARKET RENT DEFINITION

         "Fair  Market  Rent" shall mean the base rent that the  Landlord  would
receive as of the commencement  date in question if it were to lease to a tenant
with a credit  standing  which Landlord  reasonably  determines is comparable to
that of Tenant for similar  sized  space,  similar  leasehold  improvements  and
similar other terms and conditions.  For purposes of the  determination of "Fair
Market  Rent," it shall be assumed  that  Landlord  and  Tenant are each  ready,
willing  and able to enter into such a lease but are under no  compulsion  to do
so.

8.       ARBITRATION PROCEDURES

         The parties to this Lease will initially attempt to agree upon the Fair
Market  Rate.  If they have been unable to so agree  within the period that they
are required to agree as to such matter  under the Lease,  then either party may
request by written  notice to the other party  ("Arbitration  Request") that the
matter be determined by binding  arbitration by an arbitration  board consisting
of three reputable MAI appraisers who are recognized  experts  regarding  office
leases in the Twin Cities area. One arbitrator  will be appointed by each party,
and each such  arbitrator  will have no  material  financial  or other  business

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<PAGE>

interest in common with the party selecting such arbitrator. If a party fails to
appoint an  arbitrator  and notify the other  party of such  appointment  within
thirty (30) days after the Arbitration Request is made, then the arbitrator that
was  appointed  by the other party  within  such 30-day  period will be the sole
arbitrator.  If two  arbitrators  are  properly  appointed  and such  first  two
arbitrators  are unable to agree on a third  arbitrator  within thirty (30) days
after the appointment of the second arbitrator,  then such third arbitrator will
be appointed by the presiding  judge of Ramsey County  District Court, or by any
person to whom such presiding judge formally  delegates the matter,  or, if such
methods of appointment fail, by the American Arbitration Association.

         The parties will submit a copy of this Lease to the sole  arbitrator or
the three  arbitrators,  as the case may be. In  establishing  the definition of
Fair Market  Rent,  the  arbitrator  or  arbitrators  shall  apply the  standard
described in the FAIR MARKET RENT  DEFINITION  section.  If the  arbitration  is
conducted  by a sole  arbitrator,  such sole  arbitrator  will render his or her
determination  of the Fair Market Rate applicable  during the period in question
to the parties by the  thirtieth  (30th) day after the  Arbitration  Request was
made. If the arbitration is conducted by three arbitrators, each arbitrator will
submit his or her determination(s) of the Fair Market Rate applicable during the
period in question in a sealed  envelope by the  thirtieth  (30th) day following
appointment of the last arbitrator, and any determinations not submitted by such
time  shall  be  disregarded.  In such  cases,  the  parties  will  meet on such
thirtieth  (30th) day (or if it is not a business day, on the first business day
thereafter)  at the office of  Landlord,  or such other place as the parties may
agree, and simultaneously  deliver the determinations.  If the determinations of
at least two of the  arbitrators  are  identical in amount,  such amount will be
deemed  the  decision  of the  arbitrators.  If the  determination  of the three
arbitrators  are  different  in amount,  the decision as to the Fair Market Rate
will be independently determined as follows:

         (i) If neither the highest nor lowest  determination  differs  from the
middle  determination  by  more  than  fifteen  (15%)  percent  of  such  middle
determination,  then the decision  will be deemed to be the average of the three
determinations; and

         (ii) If clause (i) does not apply,  then the decision will be deemed to
be the  average of the middle  determination  and the  determination  closest in
amount to such middle determination.

         The decision of the arbitrators, determined as above set forth, will be
final and nonappealable.  The fees and expenses of the arbitrator or arbitrators
will be shared  equally by Landlord  and Tenant.  During the period of time that
any  arbitration  is pending  under this  Lease,  the parties to this Lease will
continue to comply with all those terms and provisions  that are not the subject
of the arbitration.

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<PAGE>

9.       USE.

         Tenant  shall use the Premises  only for general  office use, as a data
processing center and other reasonably related activities,  or only as otherwise
outlined  and  stated  in  this  lease  and for no  other  purpose  without  the
Landlord's prior written consent. Tenant shall not do, bring or keep anything in
or about the Premises that will cause a cancellation  of any insurance  covering
the Premises or the building in which the  Premises are located;  provided  that
Tenant's use for those purposes specified in the preceding sentence shall not be
prohibited. If the rate of any insurance carried by the Landlord is increased as
a result of Tenant's  use,  Tenant  shall pay to  Landlord  within ten (10) days
after written  demand from  Landlord,  the amount of any such  increase.  Tenant
shall  comply with all laws  concerning  the  Premises  or  Tenant's  use of the
Premises,  including  without  limitation,  the  obligation  at Tenant's cost to
alter,  maintain,  or restore the Premises in compliance and conformity with all
laws  relating to the  condition,  use, or  occupancy  of the Premises by Tenant
during the term of this Lease  provided that Tenant shall not be obligated  (nor
shall Landlord) to make any material capital improvements required by such laws,
ordinances,  orders,  rules and  regulations.  For  purposes of this  clause,  a
"material capital improvement" shall mean any capital improvement,  or series of
capital  improvements  within any calendar  year,  costing in excess of $25,000.
Tenant  shall not use or permit the use of the  Premises in any manner that will
tend to create waste or a nuisance or, if there shall be more than one tenant of
the building containing the Premises, which shall unreasonably disturb any other
tenant.  Tenant hereby acknowledges that neither the Landlord nor the Landlord's
agent has made any representation or warranty to Tenant as to the suitability of
the Premises for the conduct of Tenant's business.

10.      TAXES.

         (a)      Real Property Taxes.

                  Landlord  shall  pay  all  real  property  taxes  and  general
assessments  levied and assessed  against the  Premises  during the term of this
Lease.

         (b)      Personal Property Taxes.

                  Tenant shall pay prior to the  delinquency  all taxes assessed
against and levied upon the trade  fixtures,  furnishings,  equipment  and other
personal property of Tenant contained in the Premises.  Tenant shall endeavor to
cause such trade  fixtures,  furnishings  and equipment  and all other  personal
property to be assessed and billed separately from the property of the Landlord.
If any of Tenant's said  personal  property  shall be assessed  with  Landlord's
property,  Tenant shall pay to Landlord the taxes  attributable to Tenant within
ten (10) days after receipt of a written  statement from Landlord  setting forth
the taxes applicable to Tenant's property.

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11.      MAINTENANCE AND REPAIRS.

         (a)  Landlord's  Obligations.  Except  as  provided  in the  DAMAGE  OR
DESTRUCTION   section,  and  except  for  damage  caused  by  any  negligent  or
intentional act or omission of Tenant, Tenant's agents,  employees, or invitees,
Landlord at its sole cost and expense  shall keep in good  condition  and repair
the  foundations,  exterior walls,  and exterior roof of the Premises.  Landlord
shall also  maintain  the  unexposed  electrical,  plumbing  and sewage  systems
including,  without limitation,  those portions of the systems lying outside the
Premises; window frames, gutters and down spouts on the building, all sidewalks,
landscaping and other  improvements  that are a part of the Premises or of which
the  Premises  are a  part.  The  Landlord  shall  also  maintain  the  heating,
ventilating and air-conditioning systems servicing the Premises.  Landlord shall
have  thirty  (30) days after  notice  from  Tenant to  commence  to perform its
obligations  under this  Section,  and shall  thereafter  diligently  proceed to
complete such  performance,  except that Landlord shall perform its  obligations
immediately  if the  nature  of the  problem  presents  a  hazard  or  emergency
situation. If Landlord fails to perform Landlord's obligations as stated herein,
Tenant may at its  option  (but  shall not be  required  to) after ten (10) days
prior written notice to Landlord,  cure such failure,  and the reasonable  costs
thereof  together  with  interest  thereon at the rate of ten percent  (10%) per
annum may be deducted by Tenant  from the next  payments of rent and  additional
rent payable hereunder.

         (b) Tenant's  Obligations.  Subject to the provisions of  Sub-paragraph
(a) above and the DAMAGE OR  DESTRUCTION  section,  Tenant at Tenant's sole cost
and expense  shall keep in good order,  condition  and repair the  Premises  and
every  part  thereof,  including,  without  limitation,  all  Tenant's  personal
property, fixtures, signs, plate glass, doors, interior walls, interior ceiling,
and lighting facilities.

         If Tenant  fails to  perform  Tenant's  obligations  as stated  herein,
Landlord may at its option (but shall not be required  to),  enter the Premises,
after ten (10) days prior written notice to Tenant,  put the same in good order,
condition and repair,  and the costs thereof  together with interest  thereon at
the rate of ten  (10%)  percent  per  annum  shall  become  due and  payable  as
additional rental to Landlord together with Tenant's next rental installment.

12.      ALTERATIONS AND ADDITIONS.

         (a) Tenant agrees that no tenant  improvements are necessary and Tenant
hereby accepts the Premises on an as is basis.

         (b) Tenant shall not,  without the  Landlord's  prior written  consent,
make any alterations,  improvements or additions in or about the Premises except
for non-structural work. As a condition to giving any such consent, the

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Landlord  may  reserve  the right to  require  the  Tenant  to  remove  any such
alterations,  improvements,  or additions at the  expiration of the term, and to
restore the Premises to their prior  condition by giving Tenant thirty (30) days
written notice prior to the expiration of the term that Landlord requires Tenant
to remove any such  alterations,  improvements or additions that Tenant has made
to the  Premises.  If Landlord so elects,  Tenant at its sole cost shall restore
the Premises to the condition  designated by Landlord in its election before the
last day of the term of the Lease.

         Before commencing any work relating to the alterations,  additions,  or
improvements affecting the Premises,  Tenant shall notify Landlord in writing of
the expected date of the commencement of such work so that Landlord can post and
record the appropriate  notices of  non-responsibility  to protect Landlord from
any  mechanic's  liens,  materialman  liens,  or any other liens.  In any event,
Tenant shall pay, when due, all claims for labor and  materials  furnished to or
for Tenant at or for use in the Premises. Tenant shall not permit any mechanic's
liens or materialman's  liens to be levied against the Premises for any labor or
material  furnished  to Tenant or  claimed to have been  furnished  to Tenant or
Tenant's  agents  or  contractors  in  connection  with  work  of any  character
performed  or  claimed  to have  been  performed  on the  Premises  by or at the
direction of Tenant.  Tenant shall have the right to protest the validity of any
such lien if,  onwithin  thirty  (30) days  after  demand  by  Landlord,  Tenant
procures and records a lien release bond meeting the  requirements  of Minnesota
law and shall  provide for the payment of any sum that the  claimant may recover
on the  claim  (together  with  the  costs of suit,  if it is  recovered  in the
action).

         Unless the Landlord  requires  their  removal as set forth  above,  all
alterations,  improvements  or  additions  which are made on the Premises by the
Tenant  shall  become  the  property  of the  Landlord  and  remain  upon and be
surrendered with the Premises at the expiration of the term. Notwithstanding the
provisions of this paragraph, Tenant's trade fixtures, furniture,  equipment and
other  machinery,  other than that which is affixed to the  Premises  so that it
cannot be removed without material or structural  damage to the Premises,  shall
remain the property of the Tenant and removed by Tenant at the expiration of the
term of this Lease.


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13.      INSURANCE; INDEMNITY.

         (a)      Fire Insurance.

                  Landlord  at its cost shall  maintain  during the term of this
Lease on the  Premises  a policy  or  policies  of  standard  fire and  extended
coverage  insurance  to the  extent of at least  eighty  (80%)  percent  of full
replacement value thereof.

                  Tenant  at its cost  shall  maintain  during  the term of this
Lease on all its personal property, Tenant's improvements, and alterations in or
about the Premises,  a policy of standard fire and extended coverage  insurance,
with vandalism and malicious  mischief  endorsements to the extent of their full
replacement value. The proceeds from any such policy shall be used by Tenant for
the replacement of personal property or the restoration of Tenant's improvements
or alterations.

         (b)      Liability Insurance.

                  Tenant at its sole cost and expense shall maintain  during the
term of this Lease public  liability and property damage insurance with a single
combined liability limit of not less than two million  ($2,000,000.00)  dollars,
and property damage limits of not less than five hundred thousand  ($500,000.00)
dollars,   insuring   against  all  liability  of  Tenant  and  its   authorized
representatives  arising out of and in connection with Tenant's use or occupancy
of the Premises.  Both public liability  insurance and property damage insurance
shall insure performance by Tenant of the indemnity  provisions in Sub-paragraph
(d)  below,  but the limits of such  insurance  shall  not,  however,  limit the
liability  of Tenant  hereunder.  Both  Landlord  and  Tenant  shall be named as
additional   insureds,   and  the   policies   shall   contain   cross-liability
endorsements. All public liability, property damage and other casualty insurance
policies shall be written as primary policies, not contributing with, and not as
excess to coverage which Landlord may carry.  Prior to occupancy and thereafter,
within at least fifteen (15) days of the expiration of any such policies, Tenant
agrees to deliver to Landlord,  certificates evidencing such insurance, provided
said certificates  contain an endorsement  stating that such insurance cannot be
modified or canceled,  nor the amount thereof  reduced,  except upon thirty (30)
days prior  written  notice to  Landlord.  If Tenant  shall fail to procure  and
maintain such  insurance the Landlord may, but shall not be required to, procure
and maintain same at the expense of Tenant and the cost  thereof,  together with
interest  thereon at the rate of ten (10%)  percent per annum,  shall become due
and payable as additional  rental to Landlord together with Tenant's next rental
installment.

         (c)      Waiver of Subrogation.

                  Tenant and Landlord each waives any and all rights of recovery
against  the  other,   or  against  the   officers,   employees,   agents,   and
representatives of the other, for loss of or damage to such waiving party or its
property or the property of others under its control,  where such loss or damage
is insured

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against under any  insurance  policy in force at the time of such loss or damage
or is insurable under the broad form Special Cause of Loss building and personal
property insurance policy customarily used in the State of Minnesota. Each party
shall cause each insurance  policy  obtained by it hereunder to provide that the
insurance  company  waives all right of recovery by way of  subrogation  against
either party in connection with any damage covered by any such policy.

         (d)      Hold Harmless.

                  Tenant shall  indemnify  and hold  Landlord  harmless from and
against  any and all  claims  arising  from  Tenant's  use or  occupancy  of the
Premises or from the  conduct of its  business or from any  activity,  work,  or
things  which may be  permitted  or suffered by Tenant in or about the  Premises
including all damage, costs,  attorney's fees, expenses and liabilities incurred
in the defense of any claim or action or proceeding  arising  therefrom.  Except
for Landlord's willful or negligent  conduct,  Tenant hereby assumes all risk of
damage to property or injury to person in or about the Premises  from any cause,
and Tenant hereby waives all claims in respect thereof against Landlord.

         (e)      Exemption of Landlord from Liability.

                  Except for  Landlord's  willful or negligent  conduct,  Tenant
hereby  agrees  that  Landlord  shall not be liable for any  injury to  Tenant's
business  or loss  of  income  therefrom  or for  damage  to the  goods,  wares,
merchandise,  or  other  property  of  Tenant,  Tenant's  employees,   invitees,
customers or any other person in or about the  Premises,  nor shall  Landlord be
liable  for  injury  to  the  person  of  Tenant,  Tenant's  employees,  agents,
contractors,  or invitees, whether such damage or injury is caused by or results
from  fire,  steam,  electricity,  gas,  water  or rain,  or from the  breakage,
leakage,  obstruction or other defects of pipes, sprinklers,  wires, appliances,
plumbing,  air-conditioning,  or  lighting  fixtures,  or from any other  cause,
whether such damage  results from  conditions  arising upon the Premises or upon
other  portions of the building in which the  Premises  are a part,  or from any
other sources or places.  Landlord shall not be liable to Tenant for any damages
arising from any act or neglect of any other tenant,  if any, of the building in
which the Premises are located.

14.      DAMAGE OR DESTRUCTION.

         (a)      Damage - Insured.

                  If,  during the term of this Lease,  the  Premises  and/or the
building and other improvements in which the Premises are located are totally or
partially destroyed rendering the Premises totally or partially  inaccessible or
unusable,  and such damage or destruction was caused by a casualty covered under
an insurance policy required to be maintained hereunder,  Landlord shall restore
the Premises  and/or the building and other  improvements  in which the Premises
are located into  substantially  the same  condition as they were in immediately
before such damage or  destruction,  provided that the  restoration  can be made

                                       11
<PAGE>

under the  existing  laws and can be completed  within one hundred  twenty (120)
working days after the date of such  destruction or damage.  Such destruction or
damage shall not terminate this Lease.

                  If the restoration cannot be made in said 120 day period, then
within fifteen (15) days after the parties hereto determine that the restoration
cannot be made in the time stated in this  paragraph  but,  in any event  within
thirty (30) days of such damage or destruction,  Tenant may terminate this Lease
immediately  by giving notice to Landlord and the Lease will be deemed  canceled
as of the date of such damage or destruction.  If Tenant fails to terminate this
Lease and the restoration is permitted under the existing laws, Landlord, at its
option,  may  terminate  this Lease or  restore  the  Premises  and/or any other
improvements in which the Premises are located within a reasonable time and this
Lease  shall  continue  in full force and effect.  If the  existing  laws do not
permit the  restoration,  either party can terminate  this Lease  immediately by
giving notice to the other party.

                  Notwithstanding the above, if the Tenant is the insuring party
and if the insurance  proceeds received by Landlord are not sufficient to effect
such  repair,  Landlord  shall give  notice to Tenant of the amount  required in
addition  to the  insurance  proceeds  to effect  such  repair.  Tenant  may, at
Tenant's  option,  contribute  the  required  amount,  but upon failure to do so
within thirty (30) days following such notice,  Landlord's sole remedy shall be,
at  Landlord's  option and with no liability to Tenant,  to cancel and terminate
this Lease.  If Tenant  shall  contribute  such  amount to Landlord  within said
thirty (30) day period,  Landlord  shall make such repairs as soon as reasonably
possible and this Lease shall continue in full force and effect. Tenant shall in
no event have any right to reimbursement for any amount so contributed.

         (b)      Damage - Uninsured.

                  In the event that the  Premises  are damaged or destroyed by a
casualty which is not covered by the fire and extended coverage  insurance which
is required to be carried by the party  designated in Article 11(a) above,  then
Landlord  shall restore the same;  provided that if the damage or destruction is
to an extent greater than ten (10%) percent of the then  replacement cost of the
improvements on the Premises (exclusive of Tenant's trade fixtures and equipment
and  exclusive of  foundations  and  footings),  then  Landlord may elect not to
restore and to terminate this Lease. Landlord must give to Tenant written notice
of its  intention  not to restore  within thirty (30) days from the date of such
damage  or  destruction  and,  if not  given,  Landlord  shall be deemed to have
elected  to  restore  and in such  event  shall  repair  any  damage  as soon as
reasonably  possible.  In the event that Landlord  elects to give such notice of
Landlord's  intention to cancel and terminate this Lease,  Tenant shall have the
right, within ten (10) days after receipt of such notice, to give written notice
to  Landlord of Tenant's  intention  to repair such damage at Tenant's  expense,
without  reimbursement from Landlord, in which event the Lease shall continue

                                       12
<PAGE>

in full force and effect and Tenant  shall  proceed to make such repairs as soon
as reasonably  possible.  If the Tenant does not give such notice within such 10
day period, this Lease shall be canceled and be deemed terminated as of the date
of the occurrence of such damage or destruction.

         (c)      Damage Near the End of the Term.

                  If the Premises are totally or partially  destroyed or damaged
during the last twelve (12) months of the term of this Lease,  Landlord  may, at
Landlord's  option,  cancel and terminate this Lease as of the date of the cause
of such damage by given written notice to Tenant of Landlord's election to do so
within  30 days  after  the date of the  occurrence  of such  damage;  provided,
however,  that, if the damage or destruction  occurs within the last twelve (12)
months of the term and if within fifteen (15) days after the date of such damage
or destruction  Tenant  exercises any option to extend the term provided herein,
Landlord  shall  restore  the  Premises  if  obligated  to do so as  provided in
subparagraph (a) or (b) above.

         (d)      Abatement of Rent.

                  If the Premises are partially or totally  destroyed or damaged
and Landlord or Tenant  repairs or restores them  pursuant to the  provisions of
this  Article,  the rent and  additional  rent payable  hereunder for the period
during which such damage,  repair or  restoration  continues  shall be abated in
proportion  to the degree to which  Tenant's  reasonable  use of the Premises is
impaired.  Except for the abatement of rent, if any,  Tenant shall have no claim
against  Landlord  for any  damages  suffered  by  reason  of any  such  damage,
destruction, repair or restoration.

         (e)      Trade Fixtures and Equipment.

                  If Landlord  is required or elects to restore the  Premises as
provided in this  Article,  Landlord  shall not be required to restore  Tenant's
improvements,  trade  fixtures,  equipment or alterations  made by Tenant,  such
excluded items being the sole responsibility of Tenant to restore hereunder.

15.      PARKING.

         At no additional  cost,  Landlord  agrees to maintain  (including  snow
removal when  appropriate)  and allow Tenant to use a general  parking area. The
parking area is designated on Exhibit A. Tenant's right to use said parking area
is subject to the public's  parking  rights,  as so  designated by Landlord from
time to time to the City of Arden Hills, for the adjacent park.

16.      CONDEMNATION.

         If the  Premises  or any  portion  thereof  are  taken by the  power of
eminent  domain,  or sold by Landlord under the threat of exercise of said power
(all of which  is  herein  referred  to as  "condemnation"),  this  Lease  shall
terminate as to

                                       13
<PAGE>

the  part so  taken  as of the date  the  condemning  authority  takes  title or
possession,  whichever  occurs  first.  If more than twenty (20%) percent of the
floor area of any buildings on the  Premises,  or more than twenty (20%) percent
of the  land  area of the  Premises  not  covered  with  buildings,  is taken by
condemnation,  either Landlord or Tenant may terminate this Lease as of the date
the condemning  authority takes possession by notice in writing of such election
within twenty (20) days after Landlord shall have notified Tenant of such taking
or, in the  absence  of such  notice,  then  within  twenty  (20) days after the
condemning authority shall have taken possession. Notwithstanding the foregoing,
if such  partial  materially  interferes  with  Tenant's use or occupancy of the
Premises, Tenant shall have the right to terminate the Lease.

         If this  Lease is not  terminated  by  either  Landlord  or  Tenant  as
provided  hereinabove,  then it shall  remain in full force and effect as to the
portion of the Premises remaining,  provided that the rental shall be reduced in
proportion to the floor area of the buildings taken within the Premises as bears
to the total floor area of all buildings  located on the Premises.  In the event
this Lease is not so terminated,  then Landlord  agrees at Landlord's  sole cost
and  expense,  to as soon as  reasonably  possible  restore  the  Premises  to a
complete   unit  of  like  quality  and   character  as  existed  prior  to  the
condemnation.

         All awards for the taking of any part of the  Premises  or any  payment
made under the threat of the  exercise of the power of eminent  domain  shall be
the property of the Landlord, whether made as compensation for the diminution of
the value of the leasehold or for the taking of the fee or as severance damages;
provided,  however,  that  Tenant  shall be entitled to any award for loss of or
damage to Tenant's trade fixtures and removable personal property, good will and
going-concern value.

         Rent  shall be abated or reduced  during  the  period  from the date of
taking  until  the  completion  of  restoration  by  Landlord,   but  all  other
obligations  of Tenant  under this Lease shall  remain in full force and effect.
The abatement or reduction of the rent shall be based on the extent to which the
restoration interferes with Tenant's use of the Premises.

17.      ASSIGNMENT AND SUBLETTING.

         Landlord's  rights under this Lease may be assigned or conveyed without
notice to Tenant,  but such assignment or conveyance  shall not relieve Landlord
of any of its  obligations  hereunder  and shall not be valid as to Tenant until
ten (10) days after Tenant  receives  written notice  thereof.  Tenant shall not
voluntarily  or by  operation  of law assign,  transfer,  sublet,  mortgage,  or
otherwise  transfer  or encumber  all or any part of  Tenant's  interest in this
Lease or in the Premises without  Landlord's prior written consent which consent
shall  not  be  unreasonably  withheld.  Any  attempted  assignment,   transfer,
mortgage,  encumbrance,  or  subletting  without such consent  shall be void and
shall

                                       14
<PAGE>

constitute  a breach of this  Lease.  Tenant's  extension  rights in this  Lease
Agreement  are not  assignable  except  in  connection  with a sale of Tenant or
Tenant's assets.  Regardless of Landlord's  consent, no subletting or assignment
shall release  Tenant of Tenant's  obligation to pay the rent and to perform all
other  obligations  to be  performed  by Tenant  hereunder  for the term of this
Lease.  The  acceptance  of rent by Landlord  from any other person shall not be
deemed a waiver by Landlord of any provision  hereof.  Consent to one assignment
or  subletting  shall not be deemed  consent  to any  subsequent  assignment  or
subletting.

18.      DEFAULT

         (a)      Events of Default.

                  The  occurrence  of any one or more  of the  following  events
shall constitute a default and breach of this Lease by Tenant:

                  (1) Failure to pay rent when due, if the failure continues for
five (5) days after written notice has been given to Tenant.

                  (2) Tenant shall be  considered in default under the Lease for
the  abandonment  of the  Premises  if the  Premises  are not kept in an orderly
condition  and the rent is not paid in  accordance  with the  terms of the Lease
within the grace periods provided in paragraphs (1) and (3) of this section..

                  (3)  Failure to perform any other  provision  of this Lease if
the failure to perform is not cured within thirty (30) days after written notice
thereof has been given to Tenant by Landlord.  If the default cannot  reasonably
be cured  within said thirty  (30) day  period,  Tenant  shall not be in default
under this Lease if Tenant  commences to cure the default within the thirty (30)
day period and diligently prosecutes the same to completion.

                  (4) The making by Tenant of any general assignment, or general
arrangement  for the benefit of creditors;  the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or a petition for  reorganization or
arrangement  under any law relating to  bankruptcy  unless the same is dismissed
within  sixty (60)  days;  the  appointment  of a trustee  or  receiver  to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's  interest  in the Lease,  where  possession  is not  restored to Tenant
within thirty (30) days; or the attachment,  execution or other judicial seizure
of  substantially  all of Tenant's assets located at the Premises or of Tenant's
interest in the Lease,  where such seizure is not discharged  within thirty (30)
days.

         Notices given under this  paragraph  shall specify the alleged  default
and the applicable  lease  provisions,  and shall demand that Tenant perform the
provisions  of this Lease or pay the rent that is in arrears as the case may be,
within  the  applicable  period  of  time.  No such  notice  shall  be  deemed a
forfeiture  or a  termination  of this Lease  unless  Landlord  so elects in the
notice.

         (b)      Landlord's Remedies.

                                       15
<PAGE>

                 The  Landlord  shall  have the  following  remedies  if Tenant
commits a default  under this Lease.  These  remedies are not  exclusive but are
cumulative and in addition to any remedies now or hereafter allowed by law.

         Landlord  can  continue  this Lease in full force and  effect,  and the
Lease will continue in effect so long as Landlord  does not  terminate  Tenant's
right to possession,  and the Landlord shall have the right to collect rent when
due.  During  the  period  that  Tenant is in  default,  Landlord  can enter the
Premises  and relet them,  or any part of them,  to third  parties for  Tenant's
account.  Tenant shall be liable  immediately  to the Landlord for all costs the
Landlord  incurs in  reletting  the  Premises,  including,  without  limitation,
brokers'  commissions,  expenses  of  remodeling  the  Premises  required by the
reletting,  and like costs. Reletting can be for a period shorter or longer than
the  remaining  term of this Lease.  Tenant  shall pay to Landlord  the rent due
under this Lease on the dates the rent is due, less the rent  Landlord  receives
from any reletting. No act by Landlord allowed by this paragraph shall terminate
this Lease unless  Landlord  notifies  Tenant that Landlord  elects to terminate
this  Lease.  After  Tenant's  default  and  for so  long  as  Landlord  has not
terminated  Tenant's  right to  possession of the  Premises,  if Tenant  obtains
Landlord's consent, Tenant shall have the right to assume or sublet its interest
in the Lease,  but  Tenant  shall not be  released  from  liability.  Landlord's
consent to the  proposed  assignment  or  subletting  shall not be  unreasonably
withheld.

         If Landlord elects to relet the Premises as provided in this paragraph,
any rent that  Landlord  receives from such  reletting  shall apply first to the
payment of any indebtedness from Tenant to Landlord other than the rent due from
Tenant to Landlord;  secondly, to all costs, including maintenance,  incurred by
Landlord in such  reletting;  and third,  to any rent due and unpaid  under this
Lease.  After  deducting  the payments  referred to in this  paragraph,  any sum
remaining from the rent Landlord  receives from such reletting  shall be held by
Landlord  and applied in payment of future  rent as rent  becomes due under this
Lease.  In no event shall  tenant be  entitled  to any excess  rent  received by
Landlord.  If, on the date rent is due under this, Lease, the rent received from
the  reletting  is less  than the rent due on that  date,  Tenant  shall  pay to
Landlord,  in  addition  to  the  remaining  rent  due,  all  costs,   including
maintenance,  that Landlord  shall have incurred in reletting  that remain after
applying the rent received from the reletting as provided in this paragraph.

         If Tenant is in default and such default is  continuing,  Landlord can,
at its option,  terminate  Tenant's  right to  possession of the Premises at any
time.  No act by  Landlord  other than  giving  written  notice to Tenant  shall
terminate this Lease. Acts of maintenance or efforts to relet the Premises shall
not constitute a termination  of Tenant's  right to possession.  In the event of
such termination, Landlord has the right to recover from Tenant:

         (1) The unpaid rent that had been earned at the time of the termination
of this Lease;

                                       16
<PAGE>

         (2) The present value (using a discount  factor equal to treasury rates
for a  comparable  period)  of the amount of rent that would have been due under
the  lease  from the time of  termination  to the end of the term of this  Lease
Agreement in excess of the Fair Market Rental Value of the Premises;

         (3) Notwithstanding  Article 18(b)(2) above,  Landlord,  at its option,
may defer  terminating  the Lease  until  such  time as  Landlord  has relet the
Premises.  In such case,  Landlord  has the right to recover from the Tenant the
amount of rent  that  would  have been due under the Lease  from the time of the
determination less the proceeds attributable to the reletting of the Premises;

         (4) Any other amount,  including  court costs,  necessary to compensate
Landlord for all detriment proximately caused by Tenant's default;

         (5) Any damage or loss of rent  sustained  by Landlord may be recovered
by Landlord,  at Landlord's  option, at the time of the reletting or in separate
actions  from time to time as said  damage  shall have been  ascertained  or, at
Landlord's  option,  may be deferred  until the expiration of the Term (in which
event Tenant  hereby agrees that the cause of action shall not be deemed to have
accrued until the date of expiration of the Term).  The provisions  contained in
this  Article  18(b)(5)  shall be in  addition  to and  shall  not  prevent  the
enforcement  of any claim  Landlord  may have  against  Tenant for  anticipatory
breach of the unexpired term of this Lease.

         Landlord at any time after  Tenant  commits a default,  after notice to
Tenant can cure the default at  Tenant's  cost and  expense.  If Landlord at any
time, by reason of Tenant's default,  pays any sum or does any act that requires
the payment of any sum, the sum paid by Landlord  shall bedue  immediately  from
Tenant  to  Landlord  at the time the sum is paid,  and if paid at a later  date
shall bear  interest at the maximum  rate an  individual  is permitted by law to
charge from the date the sum is paid by Landlord until Landlord is reimbursed by
Tenant. The sum, together with interest thereon,  shall be considered additional
rent.

19.      SIGNS.

         Tenant  shall not have the right to place,  construct  or maintain  any
sign,  advertisement,  awning,  banner,  or other  exterior  decorations  on the
building or property of the  Landlord or other  improvements  that are a part of
the  Premises  (except  those  existing on the date hereof)  without  Landlord's
prior,  written consent. Any signs that are placed on the Landlord's property or
the Premises  shall be at the sole expense of Tenant and shall  conform with all
applicable  zoning laws.  Tenant agrees to maintain its signs in good repair, to
remove  its signs at the end of the term or any  intended  term,  repairing  any
damage caused by such removal, and to hold Landlord harmless from any loss, cost
or damages  resulting  from the erection,  existence,  maintenance or removal of
Tenant's signs.

                                       17
<PAGE>

20.      SUBORDINATION.

         This Lease,  at Landlord's  option,  shall be subordinate to any ground
lease,  mortgage,  deed of trust, or any other hypothecation for security now or
hereafter  placed upon the real property of which the Premises are a part and to
any  and  all  advances  made  on the  security  thereof  and  to  all  renewal,
modifications,  and extensions thereof.  Notwithstanding any such subordination,
Tenant's  right to quiet  possession of the Premises and other rights under this
Lease shall not be disturbed and shall be recognized if Tenant is not in default
and so long as Tenant  shall pay the rent and  observe and perform all the other
provisions of this Lease within the periods of grace provided for herein, unless
this Lease is  otherwise  terminated  pursuant to its terms.  If any  mortgagee,
trustee,  or ground  lessor  shall elect to have this Lease prior to the lien of
its mortgage or deed of trust or ground  lease,  and shall give  written  notice
thereof to Tenant,  this Lease shall be deemed prior to such  mortgage,  deed of
trust or ground lease, whether this Lease is dated prior to or subsequent to the
date of such mortgage,  deed of trust or ground lease,  or the date of recording
thereof.  Tenant  agrees to  execute  any  documents  required  to  effect  such
subordination  or to make this Lease prior to the lien of any mortgage,  deed of
trust, or ground lease, as the case may be, and failing to do so within ten (10)
days after  written  demand from  Landlord  does  hereby  make,  constitute  and
irrevocably  appoint Landlord as Tenant's attorney in fact and in Tenant's name,
place and stead to do so.

21.      SURRENDER.

         On the last  day of the  term  hereof,  or on any  sooner  termination,
Tenant shall surrender the Premises to Landlord in good condition,  broom clean,
ordinary  wear and tear and casualty  damage  excepted.  Tenant shall repair any
damage to the  Premises  occasioned  by its use  thereof,  or by the  removal of
Tenant's trade  fixtures,  furnishings  and equipment which repair shall include
the patching and filling of holes and repair of structural damage.  Tenant shall
remove all of its personal  property  and fixtures on the Premises  prior to the
expiration of the term of this Lease and if required by Landlord pursuant to the
ALTERATIONS  AND ADDITIONS  section  above,  any  alterations,  improvements  or
additions  made by Tenant to the  Premises.  If Tenant  fails to  surrender  the
Premises  to  Landlord  on the  expiration  of the  Lease  as  required  by this
paragraph,  Tenant shall hold Landlord  harmless from all damages resulting from
Tenant's failure to vacate the Premises,  including, without limitation,  claims
made by any succeeding  tenant  resulting from Tenant's failure to surrender the
Premises.

22.      HOLDING OVER.

                                       18
<PAGE>

         If the Tenant,  with the Landlord's  consent,  remains in possession of
the Premises after the expiration or termination of the term of this Lease, such
possession  by Tenant shall be deemed to be a tenancy from  month-to-month  at a
rental of one hundred and fifty  percent  (150%) the amount of the last  monthly
rental plus all other charges payable hereunder, upon all the provisions of this
Lease applicable to  month-to-month  tenancy.  If Landlord's  consent to holding
over is not given, Tenant shall become a tenant-at-sufferance.

23.      BINDING ON SUCCESSORS AND ASSIGNS.

         The terms, conditions and covenants of this Lease shall be binding upon
and shall  inure to the  benefit of each of the  parties  hereto,  their  heirs,
personal representatives, successors and permitted assigns.

24.      NOTICES.

         Whenever under this Lease a provision is made for any demand, notice or
declaration of any kind, it shall be in writing and served either  personally or
sent by registered or certified United States mail,  postage prepaid,  addressed
at the addresses as set forth below:

         TO LANDLORD AT:   CONTROL DATA SYSTEMS, INC.
                           Attention: Director, Real Estate
                           4201 Lexington Avenue North
                           Arden Hills, Minnesota 55126-6198
                           cc : General Counsel


         TO TENANT AT:     DYNAMARK, INC.
                           Attention: Mr. K. Rapp
                           4209 Fernwood Avenue
                           Arden Hills, Minnesota 55440

         Such notice  shall be deemed to be  received  within  forty-eight  (48)
hours from the time of mailing, if mailed as provided for in this paragraph.

25.      LANDLORD'S RIGHT TO INSPECTIONS.

         Landlord  and  Landlord's  agent  shall  have the  right  to enter  the
Premises upon 24 hours notice at reasonable  times for the purpose of inspecting
same,  showing the same to  prospective  purchasers or lenders,  and making such
alterations,  repairs,  improvements  or  additions  to the  Premises  or to the
building

                                       19
<PAGE>

of which the Premises are a part as Landlord  may deem  necessary or  desirable.
Landlord may at any time place on or about the Premises any ordinary  "For Sale"
signs and  Landlord may at any time during the last ninety (90) days of the term
of this Lease place on or about the Premises  any  ordinary  "For Sale or Lease"
signs, all without rebate of rent or liability to Tenant.

26.      CHOICE OF LAW.

         This Lease  Agreement  shall be  constructed,  interpreted and enforced
according to the laws of the state of Minnesota.

27.      ATTORNEY'S FEES.

         If either  Landlord  or Tenant  becomes  a party to any  litigation  or
arbitration  concerning  this  Lease,  the  Premises,  or the  building or other
improvements in which the Premises are located, by reason of any act or omission
of the other party or its authorized  representatives,  and not by reason of any
act or omission of the party that becomes a party to that  litigation or any act
or omission of its authorized  representatives,  the party that causes the other
party to become  involved  in the  litigation  shall be liable to that party for
reasonable attorney's fees and court costs incurred by it in the litigation.

         If either party commences an action against the other party arising out
of or in connection with this Lease,  the prevailing  party shall be entitled to
have and recover from the losing party  reasonable  attorney's fees and costs of
suit.

28.      LANDLORD'S LIABILITY.

         The  obligations  contained  in this Lease to be  performed by Landlord
shall be binding upon the Landlord's  successors and assigns,  only during their
respective periods of ownership.

29.      WAIVERS.

         No waiver by Landlord of any provision  hereof shall be deemed a waiver
of any other provision hereof or of any subsequent  breach by Tenant of the same
or any other provision.  Landlord's  consent to or approval of any act shall not
be deemed to render  unnecessary  the  obtaining  of  Landlord's  consent  to or
approval of any  subsequent  act by Tenant.  The acceptance of rent hereunder by
Landlord  shall  not be a  waiver  of any  preceding  breach  by  Tenant  of any
provision hereof, other than the failure of Tenant to pay the particular rent so
accepted,  regardless of Landlord's  knowledge of such  preceding  breach at the
time of its acceptance of such rent.

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<PAGE>

30.      INCORPORATION OF PRIOR AGREEMENTS.

         This Lease  contains all  agreements of the parties with respect to any
matter mentioned herein.  No prior agreement or understanding  pertaining to any
such matter shall be effective.  This Lease may be modified only in writing, and
signed by the parties in interest at the time of such modification.

31.      TIME.

         Time is of the essence in this Lease.

32.      SEVERABILITY.

         The  unenforceability,  invalidity,  or  illegality of any provision of
this Lease shall not render the other provisions hereof  unenforceable,  invalid
or illegal.



33.      ESTOPPEL CERTIFICATES.

         Each party,  within ten (10) days after  notice  from the other  party,
shall  execute and deliver to the other party a  certificate  stating  that this
Lease is unmodified and in full force and effect, or in full force and effect as
modified,  and stating the  modification.  The certificate  shall also state the
amount  of  minimum  monthly  rent,  the  dates to which  rent has been  paid in
advance, and the amount of any security deposit or prepaid rent, if any, as well
as  acknowledging  that there are not, to that  party's  knowledge,  any uncured
defaults on the part of the other party,  or specifying  such defaults,  if any,
which are claimed. Failure to deliver such a certificate within the ten (10) day
period shall be conclusive  upon the party failing to deliver the certificate to
the benefit of the party  requesting the certificate  that this Lease is in full
force and effect, that there are no uncured defaults hereunder, and has not been
modified except as may be represented by the party requesting the certificate.

34.      ACCEPTANCE OF PREMISES.

         Tenant  acknowledges  that it is currently in occupancy of the Premises
and  accepts  them  in an "as  is"  condition  with  no  renovations  or  Tenant
Improvements  to be  performed by the  Landlord.  If the use or occupancy of the
Premises by Tenant  causes the  Landlord  to be  required  under the ADA to make
additional  modifications  or  alterations  to the  Premises or any of the other
areas of the building or its entrances and parking areas,  then Tenant shall pay
the  cost  of  such  additional  modifications  or  alterations  subject  to the
provisions of Section 9.

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<PAGE>

Landlord represents and warrants that, to the best of Landlord's knowledge that,
except for those  areas  listed on Exhibit D, the  Premises  do not  contain any
asbestos containing materials.

35.      COVENANTS AND CONDITIONS.

         Each provision of this Lease performable by Tenant shall be deemed both
a covenant and a condition.

36.      SINGULAR AND PLURAL.

         When required by the context of this Lease,  the singular shall include
the plural.

37.      USE.

         Tenant shall not use the  Premises or permit  anything to be done in or
about the  Premises  which  will in any way  conflict  with any law,  statute or
governmental  rule or regulation  now in force or which may hereafter be enacted
or  promulgated.  Tenant  shall fully  comply at its sole expense with all laws,
statutes,  ordinances and governmental rules, regulations or requirements now in
force or which  hereafter  may be in force  other than such laws or  regulations
which require the making of structural  changes,  changes to the Premises'  life
safety system,  plumbing,  air  conditioning,  heating and  electrical  systems.
Tenant shall not be  responsible  for compliance  with any provisions  governing
cleanup,  remediation,  removal or  restoration  work  required by any  federal.
state, or local government agency or political  subdivision because of hazardous
material  present in the soil or ground water on or under the premises except to
the  extent  that  if such  cleanup,  remediation,  removal  or  restoration  is
attributable to Tenant's  actions or failure to act. In such case,  tenant shall
be fully  responsible  for  compliance  and shall  indemnify  and hold  landlord
harmless for any costs, expenses or damages attributable thereto.

38.      ADDENDUM.

         Any addendum or exhibit  attached hereto and either signed or initialed
by the parties shall be deemed a part hereof and shall supersede any conflicting
terms or provisions contained in this Lease.

39.      BROKER.

         Landlord and Tenant each  represent and warrant to the other that it is
not  aware of any  brokers  or  finders  who may  claim a fee or  commission  in

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<PAGE>

connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement except for The Shellard Group whose fee shall be paid by Landlord. The
said fee for The Shellard Group shall be one dollar ($1.00) per rentable  square
foot.  Said fee will be payable  within thirty (30) days after the  Commencement
Date of this Lease Agreement.

         If any other claims for brokers' or finders'  fees in  connection  with
the  transactions  contemplated by this Agreement  arise,  then Tenant agrees to
indemnify, protect, hold harmless and defend Landlord (with counsel satisfactory
to  Landlord)  from and  against any such claims if they shall be based upon any
statement,  representation  or agreement made by Tenant,  and Landlord agrees to
indemnify,  protect,  hold harmless and defend Tenant (with counsel satisfactory
to  Tenant)  if such  claims are based  upon any  statement,  representation  or
agreement made by Landlord.

40.      ENVIRONMENTAL COMPLIANCE AND REQUIREMENTS

         Tenant shall fully comply with the  requirements set forth in Exhibit B
attached hereto and incorporated herein.

41.      SOLICITATION

         Landlord and Tenant agree, that for the term of this Agreement, neither
Landlord or Tenant  shall  intentionally  solicit to hire the  employees  of the
other party without advance written approval of the other party.

42.      QUIET ENJOYMENT

         Landlord covenants that Tenant,  upon performing the terms,  conditions
and  covenants of this lease,  shall have quiet and peaceful  possession  of the
Premises as against any person.

43.      FAIR DEALING AND CONSENTS

         It is mutually  understood  and agreed to between  Landlord  and Tenant
that each party will act fairly  and  reasonably  with the other in all  matters
pertaining to this Lease Agreement.  Where a consent or approval is required, it
will not be unreasonably withheld, denied or delayed by either party.

44.      FORCE MAJEURE

         Landlord  shall  be  excused  for  the  period  of  any  delay  in  the
performance of any obligations hereunder,  when prevented from so doing by cause
or causes beyond Landlord's control which shall include, without limitation, all
labor

                                       23
<PAGE>

disputes,  civil  commotion,  war,  war-like  operations,  invasion,  rebellion,
hostilities,  military or usurped power, sabotage,  governmental  regulations or
controls,  fire or other casualty,  inability to obtain any material services or
through  acts of God.  Tenant  shall  similarly  be  excused  for  delay  in the
performance of obligations hereunder provided:

         (a) nothing  contained  in this  Paragraph  or  elsewhere in this Lease
shall be deemed to excuse  or  permit  any delay in the  payment  of any sums of
money required  hereunder,  or any delay in the cure of any default which may be
cured by the payment of money;

         (b) no reliance by Tenant upon this  Paragraph  shall limit or restrict
in any way Landlord's right of self-help as provided in this Lease; and

         (c) Tenant shall not be entitled to rely upon this Paragraph  unless it
shall  advise  Landlord  in  writing,  of the  existence  of any  force  majeure
preventing the performance of an obligation of Tenant within five (5) days after
becoming aware of the delay resulting from force majeure.

45.      SECURITY DEPOSIT

         Landlord  acknowledges that Tenant has paid Landlord a Security Deposit
of  thirty-three  thousand  five  hundred  dollars  ($33,500.00)  prior  to  the
Commencement  Date of this Lease Agreement.  If Tenant is in arrears in its Rent
payment or other financial obligations to Landlord, subject Security Deposit may
be applied to current Rent or such other financial  obligations owed to Landlord
and Tenant will immediately replenish the Security Deposit in full. After August
1,  1997,  if Tenant is not in  default,  is  current  in its Rent  payments  to
Landlord  and has met its full  financial  obligations,  within  sixty (60) days
after receipt of a written request from Tenant,  Landlord will issue a credit of
subject Security Deposit to Tenant's monthly rental payment due Landlord.

46.      RIGHT OF NOTICE TO PURCHASE PROPERTY

         Not less than sixty (60) days prior to accepting  any offer to purchase
or making any offer to sell the  Premises or the  property of which the Premises
are a part,  Landlord  shall notify  Tenant in writing and advise  Tenant of the
price at which Landlord intends to list such property or otherwise is willing to
accept for sale of such property. Landlord agrees to entertain in good faith any
purchase  offer made by Tenant for such property  after giving such notice,  but
this  provision  shall  not be  deemed  to be an  agreement  for the sale of any
property on any terms.

The parties hereto have executed this Lease on the date first above written.

TENANT:                    DYNAMARK, INC.

                                       24
<PAGE>

BY:  J.R. Schoeller
   --------------------------------------------------

TITLE:  Senior Vice President
      -----------------------------------------------

DATE:  April 27, 1995
     ------------------------------------------------

LANDLORD:                  CONTROL DATA SYSTEMS, INC.

BY:  W.D. Seiler
   --------------------------------------------------

TITLE:  Director of Real Estate
      -----------------------------------------------

DATE:
     ------------------------------------------------



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