Exhibit 10.2


                                 LEASE AGREEMENT

                                     between

              RYAN 900, LLC, a Minnesota limited liability company,
                                  as "Landlord"

                                       and

                       RETEK INC., a Delaware corporation,
                                   as "Tenant"
<PAGE>

                                TABLE OF CONTENTS

SECTION                                                                   PAGE

  1.  PREMISES ..............................................................6
  2.  TERM; POSSESSION ......................................................8
  3.  RENT .................................................................12
  4.  SECURITY DEPOSIT .....................................................18
  5.  USE AND COMPLIANCE WITH LAWS .........................................19
  6.  TENANT IMPROVEMENTS & ALTERATIONS ....................................22
  7.  MAINTENANCE AND REPAIRS ..............................................24
  8.  UTILITIES AND SERVICES ......... .....................................25
  9.  EXCULPATION AND INDEMNIFICATION ......................................27
  10. INSURANCE ............................................................28
  11. DAMAGE OR DESTRUCTION ................................................30
  12. CONDEMNATION .........................................................32
  13. ASSIGNMENT AND SUBLETTING ............................................33
  14. DEFAULT AND REMEDIES .................................................35
  15. LATE CHARGE AND INTEREST .............................................37
  16. WAIVER ...............................................................38
  17. ENTRY, INSPECTION AND CLOSURE ........................................38
  18. SURRENDER AND HOLDING OVER ...........................................39
  19. ENCUMBRANCES .........................................................40
  20. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS .......................40
  21. NOTICES ..............................................................41
  22. ATTORNEYS' FEES ......................................................41
  23. QUIET POSSESSION .....................................................42
  24. SECURITY MEASURES ....................................................42
  25. FORCE MAJEURE ........................................................42
  26. RULES AND REGULATIONS ................................................43
  27. LANDLORD'S LIABILITY .................................................43
  28. CONSENTS AND APPROVALS ...............................................43
  29. WAIVER OF RIGHT TO JURY TRIAL ........................................44
  30. BROKERS ..............................................................44
  31. ENTIRE AGREEMENT .....................................................44
  32. MISCELLANEOUS ........................................................44
  33. AUTHORITY ............................................................45
  34. LANDLORD'S ASSUMPTION OF TENANT'S LEASE ..............................45
  35. PARKING ..............................................................46
  36. PROJECT/BUILDING NAME ................................................46
  37. BUILDING .............................................................47
  38. CONTINGENCY FOR CITY ACTION ..........................................47


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  38. CONTINGENCY FOR TEMPORARY SPACE ......................................48


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<PAGE>

                       BASIC LEASE INFORMATION

Lease Date:            The date of this Lease is November 8, 1999

Landlord:              Ryan 900, LLC, a Minnesota limited liability company

Tenant:                Retek Inc., a Delaware corporation

Building:              The office building, containing 12 floors of rentable
                       space above 2-story Target department store and a
                       3-level underground public parking garage, together with
                       a street level lobby area adjoining South 10th Street
                       and loading dock, to be developed by Landlord on the
                       block bounded by Nicollet Mall, LaSalle Avenue, South 9th
                       Street and South 10th Street in Minneapolis, Minnesota,
                       (the block is referred to herein as the project) and to
                       be known as Retek Plaza or Retek Tower (as more fully
                       explained in Section 36), and as currently depicted on
                       the Schematic Plans prepared by Ellerbe Beckett, dated
                       October 15, 1999.

Rentable Area of       Approximately 487,607 square feet.
Building.

Premises:              The Premises will be delivered to Tenant in two phases.
                       As of the Commencement Date, the Premises will consist
                       of floors 12, 11 and 10 of the Building. Each floor
                       consists of approximately 43,555 square feet of Rentable
                       Area, for a total of approximately 130,665 square feet
                       of Rentable Area. As of the later of a) the first day
                       of the seventh (7th) full month of the Term or b) April
                       1, 2002, the Premises will consist of floors 12, 11, 10,
                       9 and 8 of the Building. Each floor consists of
                       approximately 43,555 square feet of Rentable Area, for a
                       total of approximately 217,775 square feet of Rentable
                       Area.

                       Landlord may, in its sole discretion, add to or subtract
                       from the number of floors to be built, provided,
                       however, that the Premises shall always be the uppermost
                       floors of the Building.

Term:                  150 fall calendar months (plus any partial month at the
                       beginning of the Term)

Scheduled
Commencement Date:     October 1, 2001

Expiration Date:       The last day of the 150th full calendar month in the
                       Term


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Base Rent:            Months 1 - 6:     $16.50 per rentable square foot per year
                      Months 7 - 60:    $17.93 per rentable square foot per year
                      Months 61 - 120:  $18.93 per rentable square foot per year
                      Months 121 - 150: $19.91 per rentable square foot per year

Tenant's Share:       As of the Commencement Date, Tenant's Share, as
                      defined in Section 3.6(a)(3), is estimated to be 26.8%;
                      provided, however, that Tenant's Share as of the
                      Commencement Date is subject to verification and
                      adjustment as set forth in Section 1.

Security Deposit:     $7,500,000.00

Landlord's Address
for Payment of Rent:  c/o Ryan Properties, Inc.
                      900 Second Avenue South, Suite 700
                      Minneapolis MN 55402

Business Hours:       7:00 AM to 7:00 PM Monday through Friday
                      8:00 AM to 1:00 PM Saturday, holidays excepted

Landlord's Address
for Notices:
                      c/o Ryan Properties, Inc.,
                      900 Second Avenue South, Suite 700
                      Minneapolis MN 55402

Tenant's Address
for Notices:          Prior to the Commencement Date:
                      Retek Inc.
                      Midwest Plaza
                      801 Nicollet Mall
                      Minneapolis MN 55402
                      Attn: Gregory A. Effertz

                      Following the Commencement Date
                      The address of the Premises, when determined
                      Attn: Gregory A. Effertz

Broker(s):            CB Richard Ellis, Inc.,

Property Manager:     Ryan Properties, Inc.


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Exhibits:
---------
Exhibit A:        Premises Floor Plans (Preliminary)
Exhibit B:        Construction Rider
Exhibit C:        Building Rules
Exhibit D:        Scope Document
Exhibit E:        Base Building/Tenant Improvement Allocations
Exhibit F:        Preliminary Building Elevation
Exhibit G:        Janitorial Services

      The Basic Lease Information set forth above is part of the Lease. In the
event of any conflict between any provision in the Basic Lease Information and
the Lease, the Lease shall control.


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<PAGE>

      THIS LEASE is made as of the Lease Date set forth in the Basic Lease
Information, by and between the Landlord identified in the Basic Lease
Information ("Landlord"), and the Tenant identified in the Basic Lease
Information ("Tenant"). Landlord and Tenant hereby agree as follows:

1.    PREMISES.

      1.1 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon the terms and subject to the conditions of this Lease, the space
identified in the Basic Lease Information as the Premises (the "Premises"), in
the Building described in the Basic Lease Information (the "Building"). Floor
Plans showing the approximate configuration and location of the Premises are
attached hereto as Exhibit A. The Rentable Area of the Premises and the Building
will be calculated in accordance with the American National Standard Method of
Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996. Prior to the
Commencement Date, Landlord's architect who designed the Building ("Architect")
shall certify to Landlord and Tenant in writing (the "Rentable Area
Certificate") the number of square feet of Rentable Area of the Premises and the
Building. Subject to any temporary closures permitted by Section 17 - Entry,
Inspection and Closure, Tenant and its agents, employees and invitees shall have
the nonexclusive right with others designated by Landlord to the free use of the
common areas in the Building, as such common areas are so designated from time
to time by Landlord, for the common areas intended and normal use.

      1.2 Expansion Options. Subject to the terms and conditions set forth in
this Section 1.2, Landlord grants to Tenant options to add space ("Expansion
Space") to the Premises as follows:

            (a) The maximum Expansion Space shall be three floors of the
Building, containing approximately 130,665 square feet of Rentable Area,
contiguous to the then existing Premises (except as hereinafter provided), to be
leased at Tenant's option two options (collectively, the "Expansion Options").
The first option ("First Expansion Option") shall be, at Tenant's election, with
respect to either one floor of approximately 43,555 square feet of Rentable Area
or two floors each containing approximately 43,555 square feet of Rentable Area
in the Building ("First Expansion Space"). The second option ("Second Expansion
Option") shall be with respect to one floor of approximately 43,555 square feet
of Rentable Area in the Building ("Second Expansion Space"). If Tenant does not
exercise the First Expansion Option, the Second Expansion Option Space need not
be contiguous to the Premises.

            (b) Tenant shall have the right to exercise its Expansion Options as
follows: Tenant shall have the right to exercise the First Expansion Option no
later than December 31, 2001. Tenant shall have the right to exercise the Second
Expansion Option no later than the last day of the fifty fourth (54th) full
month of the Term which, based upon the Scheduled Commencement Date, would be
March 31, 2006. If Tenant shall fail to exercise any Expansion Option by the
dates provided, it shall be deemed to have waived the right to exercise the
Expansion Option in question. Each Expansion Option shall be exercised by Tenant
giving written notice to Landlord of its election, and, as to the First
Expansion Option, Tenant's determination as to taking one or two floors.


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            (c) Unless accelerated as provided herein, Landlord shall deliver
the First Expansion Space to Tenant, and such space shall become a part of the
Premises, on the later of January 1, 2003, and the date Landlord delivers the
First Expansion Space to Tenant with Landlord's Work Substantially Complete. The
First Expansion Space shall be delivered to Tenant in a manner consistent with
Section 2.1 as to Landlord's construction obligations set forth in the
Construction Rider defined in Section 2.1 ("Landlord's Work"), Substantial
Completion and conditions precedent to delivery to Tenant, and with the same,
Tenant Improvement Allowance provided to Tenant. Tenant shall provide Final
Tenant Improvement Plans to Landlord for the First Expansion Space no later than
August 1, 2002. Landlord shall deliver the Second Expansion Space to Tenant on
or before the first day of the 85th full month of the Term which, based upon the
Scheduled Commencement Date, would be October 1, 2008. The Second Expansion
Space shall be delivered to Tenant in its "As-Is" condition, but constructed to
at least the base building condition as specified in Exhibit D & E. If the
Second Expansion Space has not been constructed beyond the base Building
condition set forth in Exhibits D & E, the determination of Market Rate will
reflect the unimproved condition of the space. The space leased pursuant to the
Second Expansion Option shall be added to the Premises on the date of delivery
thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto
shall not commence until the earlier of (i) the date which is four (4) months
after such delivery date, or (ii) the date on which Tenant commences using such
space for business purposes.

            (d) Within thirty (30) days of receiving Tenant's notice exercising
the Second Expansion Option, Landlord shall give notice of Landlord's good faith
estimate of the Market Rate for the Expansion Space. The Market Rate set forth
in such notice by Landlord shall be controlling unless within thirty (30) days
after such notice Tenant shall notify Landlord that it objects to Landlord's
estimate of Market Rate, in which case the Market Rate shall be determined in
accordance with Section 3.5 of this Lease. If the Market Rate has not been
determined prior to the date when monthly Rent on the Second Expansion Space
commences, then Tenant shall pay monthly Rent based upon Landlord's estimates
until the monthly Rent has been determined at which time Landlord shall pay to
Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the
overpayment or underpayment of Rent for such Second Expansion Space.

            (e) If at the time of exercise or at any time thereafter until the
commencement of the Term as to the Expansion Space, an Event of Default exists
under this Lease, Tenant will have no right to exercise its option as to the
relevant Expansion Spade and/or to lease such Expansion Space.

            (f) Within ten (10) days after request by Landlord or Tenant, the
parties will execute an amendment to this Lease, in the form prepared by
Landlord, adding to the Premises any Expansion Space which Tenant has elected to
lease, as of the date of commencement of the Term with respect to such Expansion
Space, and otherwise upon the terms and conditions of this Lease.

      Tenant may elect to accelerate the Scheduled Commencement Date for the
fourth and fifth floors of the Premises and/or the First Expansion Space. Upon
written notice of Tenant's intent to accelerate the Commencement Date and the
space to which such acceleration applies, Landlord shall make a commercially
reasonable effort to deliver such space in the condition provided for in this
Lease as of the date specified by Tenant, but Landlord, acting diligently, shall
have no liability for failing to so deliver.


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<PAGE>

      If Tenant exercises its occupancy acceleration right and Landlord delivers
the fourth and fifth floors of the Premises (currently scheduled for
delivery/commencement on April 1, 2002) and/or the First Expansion Space to
Tenant prior to their respective scheduled delivery/commencement dates under the
Lease and in the condition required under this Lease, Tenant shall receive a
credit ("Rent Credit") against Rent due under this Lease for each month the
respective delivery dates are accelerated. The Rent Credit will be applied
against the first installments of Rent coming due after the respective
accelerated delivery/commencement dates. If the respective scheduled
delivery/commencement dates are accelerated for any partial month, the Rent
Credit will be prorated for such partial month on the basis of the total number
of days in that particular month. The Rent Credit will be an amount equal to
$1.67 multiplied by the number of rentable square feet of space, delivery of
which is accelerated, multiplied by the number of months (or partial months) the
respective scheduled delivery/commencement dates are accelerated.

      For example, if Tenant exercises its acceleration right with respect to
two floors of the First Expansion Space (currently scheduled for delivery on
January 1, 2003) and Landlord delivers the First Expansion Space to Tenant on
October 15, 2002 (with all of the delivery conditions of Section 2.1 satisfied
such that the commencement date for the First Expansion Space is October 15,
2002), Tenant will receive a Rent Credit equal to $361,356.67, calculated as
follows: $1.67 multiplied by, 87,110 (2 floors @ 43,555 RSF each) multiplied by
2.484 (the partial month happens to be a month with 31 days, and 15 divided by
31 equals 0.484 when rounded to 3 decimal points).

      With respect to the fourth and fifth floors of the Premises scheduled for
delivery on April 1, 2002, only one of the floors has a carrying charge built
into the Base Rent for such space, and the carrying charge is calculated only
for a period of 3 months. Therefore, the Rent Credit for the fourth and fifth
floors is limited to one floor for a maximum of 3 months. Accordingly, by way of
example, if Tenant exercises its occupancy acceleration right with respect to
the fourth and fifth floors of the Premises (currently scheduled for
delivery/commencement on April 1, 2002), and Landlord delivers the fourth and
fifth floors of the Premises to Tenant on October 15, 2001 (with all of the
delivery conditions of Section 2.1 satisfied such that the commencement date for
the fourth and fifth floors of the Premises is October 15, 2001), Tenant will
receive a Rent Credit equal to $218,210.55, calculated as follows: $1.67
multiplied by 43,555 (the Rent Credit is only applicable to one floor)
multiplied by 3 (the maximum number of months Tenant is entitled to a Rent
Credit for this space). If Tenant exercises the foregoing right with respect to
only one floor of the Premises scheduled for delivery/commencement on April 1,
2002, the Rent Credit will be applied to such acceleration.

2.    TERM; POSSESSION.

      2.1 The term of this Lease (the "Term") shall commence on the Commencement
Date, as described below and, unless sooner terminated, shall expire on the
Expiration Date set forth in the Basic Lease Information (the "Expiration
Date"). The "Commencement Date" shall be the earlier of (a) the date on which
Landlord tenders possession of floors 10, 11 & 12 of the Premises to Tenant,
with all of Landlord's construction obligations "Substantially Completed" as
provided in the Construction Rider attached as Exhibit 13 (the "Construction
Rider"), provided, however, that Tenant shall have been permitted access to the
Premises no less than thirty days prior to the Commencement Date for the purpose
of installing furniture, fixtures and equipment, and in no


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<PAGE>

event will the Commencement Date occur until Tenant's 30 day early access period
has expired, or in the event of any "Tenant Delay," as defined in the
Construction Rider, the date on which Landlord could have done so bad there been
no such Tenant Delay; or (b) the date upon which Tenant, with Landlord's written
permission actually occupies and conducts business in any portion of the
Premises. The parties anticipate that the Commencement Date will occur on or
about the Scheduled Commencement Date set forth in the Basic Lease Information
(the "Scheduled Commencement Date"); provided, however, that, except as
otherwise provided below, Landlord shall not be liable for any claims, damages
or liabilities if the Premises are not ready for occupancy by the Scheduled
Commencement Date. When the Commencement Date has been established, Landlord and
Tenant shall at the request of either party confirm the Commencement Date and
Expiration Date in writing.

      Prior to the Commencement Date, Landlord must:

            (a) give Tenant at least thirty (30) days prior written notice of
the date on which Landlord expects to permit Tenant to access and enter the
Premises to install furniture, fixtures and equipment;

            (b) provide Tenant access to the Premises at least 30 days prior to
the Commencement Date for the purpose of installing furniture, fixtures and
equipment;

            (c) substantially complete the Building and the Landlord's Work in
accordance with the Construction Rider and the Final Plans;

            (d) deliver to Tenant the Rentable Area Certificate;

            (e) deliver to Tenant the Subordination, Non-Disturbance and
Attornment Agreement described in Section 19 below, executed by Landlord and its
lenders or ground lessor.

      Notwithstanding the foregoing, if the Premises are Substantially Completed
prior to October 1, 2001, Tenant will not be obligated to accept delivery of the
Premises until October 1, 2001, unless Tenant otherwise agrees.

      2.2 Failure to Deliver. Landlord will have a five (5) day grace period to
deliver the Premises (for both delivery dates), the First Expansion Space and
the Second Expansion Space beyond the delivery dates specified in this Lease.
For each day, beginning on the sixth day after the Scheduled Commencement Date
and any other applicable delivery dates up to, but not including, the thirtieth
(30th) day after the Scheduled Commencement Date and any other applicable
delivery dates, that Landlord is unable to deliver possession of the Premises to
Tenant with Landlord's Work Substantially Completed for any reason other than
events excused by Section 24 - Force Majuere or Tenant Delays (collectively
"Excused Delays"), Tenant's obligation to pay Base Rent shall be delayed one (1)
day. For each day from and beyond the thirtieth (30th) day, that Landlord is
unable to deliver possession of the Premises to Tenant with the Landlord's Work
Substantially Completed for any reason other than Excused Delays, Tenant's
obligation to pay Base Rent shall be delayed two (2) days.


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<PAGE>

      Except for Excused Delays, if Landlord is unable to deliver possession of
the Premises with the Landlord's Work Substantially Completed on or before March
31, 2002, then Tenant shall have the right to terminate this Lease by giving
written notice of termination to Landlord at any time after such date, but prior
to the time Landlord has delivered to Tenant possession of the Premises with the
Landlord's Work Substantially Completed, and upon such termination all money
paid to Landlord by Tenant shall be immediately returned to Tenant,

      Except for Tenant Delays, if Landlord is unable to deliver possession of
the Premises with the Landlord's Work Substantially Completed on or before
September 30, 2002, then Tenant shall have the right to terminate this Lease by
giving written notice of termination to Landlord at any time after such date,
but prior to the time Landlord has delivered to Tenant possession of the
Premises with the Landlord's Work Substantially Completed, and upon such
termination all money paid to Landlord by Tenant shall be immediately returned
to Tenant.

      2.3 Extensions of Term. Landlord grants to Tenant options to extend the
Term of this Lease for two (2) additional periods of five (5) years each
("Extension Terms"), subject to and upon the following conditions:

            (a) Each Extension Term will commence as of the expiration of the
then current Term of this Lease, as the Term may have been extended.

            (b) Tenant will give written notice of exercise to Landlord not less
than nine (9) months prior to the commencement of the pertinent Extension Term,
time being of the essence.

            (c) Each Extension Term will be upon all of the terms and conditions
of this Lease, except that Base Rent will be equal to the greater of 1) $18.50
per square foot of Rentable Area and 2) the Market Rate for such Extension Term.
If Landlord and Tenant cannot agree upon the Market Rate for any Extension Term,
the determination of the Market Rate will be made in accordance with the terms
of Section 3.5.

            (d) No Event of Default shall be in existence at either the time of
exercise or at any time prior to commencement of the Extension Term.

            (e) If Tenant fails duly and timely to exercise any extension option
under this Section 2.3, all succeeding extension options will automatically
terminate.

      2.4 Right of first Refusal. In addition to the rights and options granted
to Tenant under Section 1.2 of this Lease, Tenant shall have a continuing right
of first refusal ("Right of First Refusal") on all space other than the Premises
in the Building whether previously occupied or not. The Right of First Refusal
shall be on the terms and conditions set forth herein. Landlord represents that
it has not entered, and will not enter, into a lease with any other tenant for
space in the Building with option rights superior to Tenant's Expansion Options
and Rights of First Refusal provided herein, nor otherwise grant any third party
any option rights to space in the Building which are prior to Tenant's rights
herein.

      Landlord shall endeavor to inform Tenant in writing of any discussions
with prospective tenants that Landlord believes may lead to a bona fide offer to
lease any space in the Building.


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Landlord's failure to so inform Tenant shall not constitute an Event of Default
by Landlord.

            (a) If at any time during the Term, including any extensions
thereof, Landlord shall receive a bona fide written offer (the "Offer") from any
third party to lease any space in the Building that Landlord is willing to
accept, Landlord shall give notice to Tenant of its intent to enter into a lease
for such space and Tenant shall have a right of first refusal ("First Refusal
Right") with respect to such space ("Refusal Space"). The notice shall include a
copy of the Offer and shall, if not already disclosed in the Offer, specify: (i)
the location and Net Rentable Area of the Refusal Space which Landlord intends
to lease; (ii) the date on which the Refusal Space shall be available for
occupancy; (iii) the Base Rent per square foot of Net Rentable Area which
Landlord intends to charge for the Refusal Space, including all fixed and/or
indexed adjustments to said Base Rent; (iv) the proposed lease term for the
Refusal Space; and (v) all other terms which Landlord is willing to accept with
respect, to the Refusal Space including any tenant improvement allowance.

            (b) Tenant shall exercise its Right of First Refusal by giving
written notice thereof to Landlord within ten (10) business days after its
receipt of Landlord's notice. If the commencement date contained in the Offer is
on or before the last day of the twenty-fourth (24th) full Month of the Term,
Tenant shall lease the Refusal Spade on the same terms and conditions as are
contained in this Lease with respect to the initial Premises.

      If the commencement date contained in the Offer is after the last day of
the twenty fourth (24th) full month of the Term, Tenant shall lease the Refusal
Space on the terms specified in the Offer. If Tenant shall exercise its Right of
First Refusal, then Landlord shall within ten (10) business days deliver to
Tenant a lease ("Refusal Lease") of the Refusal Space. If at least five (5)
years remain in the Term, (a) the term of such Refusal Lease shall expire upon
the Expiration Date of this Lease, and b) any tenant improvement allowance or
other allowance set forth in the Offer shall be prorated by multiplying such
allowance by a fraction, the numerator of which is the number of calendar months
remaining in the initial Term and the denominator of which is the number of
calendar months in the term set forth in the Offer. If less than five (5) years
remain in the Term, the term of the Refusal Lease and the tenant improvement
allowance (if any) shall be as provided in the Offer.

            (c) Should Tenant fail to give notice under subparagraph (b) above
within the time provided, or if Tenant shall fail to execute and deliver the
Refusal Lease to Landlord within ten (10) business days after delivery to Tenant
of a Refusal Lease which reflects the agreed upon terms, then in either event,
Landlord shall be free to lease such space to a third party in, accordance with
the terms of the Offer; provided, however, if the Landlord shall propose to
lease the space on terms more favorable to a third party than disclosed to
Tenant in the Offer, then Landlord shall give an additional notice to Tenant of
the revised terms and Tenant shall have the right to lease the space in
accordance with the terms of the revised notice if Tenant shall give notice
exercising such right within five (5) business days after receipt of such second
notice. If Tenant shall give such notice, then Landlord shall within ten (10)
business days deliver to Tenant a Refusal Lease having the terms specified in
the revised notice and otherwise consistent with the terms of this Lease and
Tenant shall execute and deliver such Refusal Lease within ten (10) business
days after Landlord's delivery of a Refusal Lease which reflects the agreed upon
terms.


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            (d) Tenant's Right of First Refusal shall be reinstated as to any
space in the Building leased to a third party, effective as of the termination
of such thirty party lease.

3.    RENT.

      3.1 Base Rent. Tenant agrees to pay to Landlord the Base Rent for the
initial Premises set forth in the Basic Lease Information, without prior notice
or demand, in equal monthly installments on the first day of each and every
calendar month during the Term, except that Base Rent for the first fall
calendar month in which Base Rent is payable shall be paid upon Tenant's
execution of this Lease and Base Rent for any partial month at the beginning of
the Term shall be paid on the Commencement Date. Base Rent for any partial month
at the beginning of the Term shall be prorated based on the actual number of
days in the month.

      Tenant's obligation to pay Base Rent applicable to floors 8 and 9 shall
not begin prior to the later of a) delivery of floors 8 and 9 in the condition
provided for in Section 2.1 and b) April 1, 2002.

      If the Basic Lease Information provides for any change in Base Rent by
reference to years or months (without specifying particular dates), the change
will take effect on the applicable annual or monthly anniversary of the
Commencement Date.

      3.2 Base Rent: First Expansion Option Space. Tenant agrees to pay to
Landlord Base Rent for the First Expansion Option Space as follows:

            (a) Commencement Date through 60th month of the Term: $16.50 per
rentable square foot per year.

            (b) Months 61 through 120: $17.50 per rentable square foot per year

            (c) Months 121 through 150: S18.50 per rentable square foot per year

      3.3 Base Rent: Second Expansion Option Space. Tenant agrees to pay to
Landlord Base Rent for the Second Expansion Option Space at the market rate
("Market Rate").

      3.4 Base Rent: Extension Terms. Tenant agrees to pay to Landlord Base Rent
for each Extension Term at the Market Rate.

      3.5 Market Rate. Market Rate shall be defined as what an arms's-length,
non-expansion, non-renewal, non-equity tenant of comparable credit to Tenant
would, as of the beginning of the term in question, pay for space of comparable
size, quality, utility and location, taking into account the length of the term
and all allowances and concessions being offered in the market. The Market Rate
shall be determined as follows: Within thirty (30) days after Landlord receives
notice from Tenant of Tenant's election to exercise the Second Expansion Option
or an extension option, Landlord will give notice to Tenant of its determination
of the Market Rate for the Premises or the Second Expansion Option Space, as
applicable, and Landlord's determination will constitute the Market Rate unless
Tenant objects by notice to Landlord in writing within thirty (30) days after
Tenant's receipt of Landlord's determination. If Tenant so objects, the


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parties shall meet within ten (10) days after Tenant's objection and attempt to
agree on the Market Rate. If the parties are unable To agree upon the Market
Rate within such ten (10) day period after the Tenant's objection, then at the
request of either party, the Market Rate will be determined by appraisal, made
by a board of appraisers consisting of three reputable real estate appraisers
(each an "Expert"), each of whom is a member of the American Institute of Real
Estate Appraisers with the designation of "MAI." In addition, each such Expert
shall have been active over the five (5) year period ending on the date of such
appointment in the appraisal of comparable commercial properties in the vicinity
of the Building. One Expert will be appointed by Tenant, and one Expert will be
appointed by Landlord. Both Landlord and Tenant shall appoint their Expert
within fifteen (15) days after the failure of Landlord and Tenant to agree on
the Market Rate. The third Expert will be appointed by the first two Experts. If
the first two Experts are unable to agree on a third Expert within ten (10) days
after the appointment of the second Expert, or if either party refuses or
neglects to appoint an Expert as herein provided within ten (10) days after the
appointment of the first Expert, then the third Expert or the second Expert,
whose appointment was not made as provided above, may be appointed by any judge
of the Hennepin County District Court. If determinations of at least two of the
Experts are identical in amount, that amount will be determined to be the Market
Rate. If the determinations of all three Experts are different in amount, the
highest appraised value will be averaged with the middle value (that average
being referred to as "Sum A"). The lowest appraised value will be averaged with
the middle value (that average being referred to as "Sum B"), and the Market
Rate will be determined as follows: (i) if neither Sum A nor Sum B differs from
the middle appraised value by more than 10% of the middle appraised value, then
the Market Rate will be the average of the three appraisals (i) if neither Sum A
or Sum B (but not both) differs from the middle appraised value by more than 10%
of the middle, appraised value, then the Market Rate will be the average of the
middle appraised value and the appraised value closer in amount to the middle
appraised value, and (iii) if both Sum A and Sum B differ from the middle
appraised value by more than 10% of the middle appraised value, then the Market
Rate will be equal to the middle appraised value. Written notice of the Market
Rate as duly determined in accordance with this Section shall be promptly given
to Landlord and Tenant and will be binding and conclusive on them. Each party
will bear its own expenses in connection with the board proceeding, except that
the fees of the Experts will be borne equally. If, for any reason the Market
Rate has not been determined at the time of the commencement of the Extension
Term or term with respect to the Second Expansion Option Space, then the Market
Rate will be the amount set forth in Landlord's determination, and if the
determination of the Experts as provided above indicates that a lesser or
greater amount should have been paid than that which was actually paid, a proper
adjustment will be made in a payment from Landlord to Tenant, or Tenant to
Landlord, as the case may be.

      3.6 Additional Rent: Operating Costs and Taxes.

            (a) Definitions.

                  (1) "Operating Costs" means all costs of managing, operating,
maintaining and repairing the Building, including all costs, expenditures, fees
and charges for: (A) operation, maintenance and repair of the Building
(including, maintenance, repair and replacement of glass, the roof covering or
membrane, and landscaping); (B) utilities and services (including
telecommunications facilities and equipment, recycling programs and trash
removal), and


                                       13
<PAGE>

associated supplies and materials; (C) compensation (including employment taxes
and fringe benefits) for persons who perform duties in connection with the
operation, management, maintenance and repair of the Building, such compensation
to be appropriately allocated for persons who also perform duties unrelated to
the Building, (D) property (including coverage for difference in conditions if
carried by Landlord), liability, rental income (not to exceed coverage for
twelve months) and other insurance relating to the Building, and expenditures
for deductible amounts paid under such insurance; (E) licenses, permits and
inspections; (F) complying with the requirements of any law, statute, ordinance
or governmental rule or regulation or any orders pursuant thereto (collectively
"Laws"), relating to the use, operation and maintenance of the Building and
common areas; (G) amortization of capital improvements required to comply with
Laws enacted after the date of this Lease, or which reduce Operating Costs or
improve the utility, efficiency or capacity of any Building System with interest
on the unamortized balance at the rate paid by Landlord on funds borrowed to
finance such capital improvements (or, if Landlord finances such improvements
out of Landlord's funds without borrowing, the rate that Landlord would have
paid to borrow such funds, as reasonably determined by Landlord), over such
useful life as Landlord shall reasonably determine in accordance with Generally
Accepted Accounting Principles; (H) a reasonably sized office in the Building
for the management of the Building, including expenses of furnishing and
equipping such office but not the rental value of any space occupied for such
purposes; (I) reasonable and competitive property management fees; (J)
accounting, legal and other professional services incurred in connection with
the operation of the Building and the calculation of Operating Costs and Taxes;
(K) a reasonable allowance for depreciation on machinery and equipment used to
maintain the Building and on other personal property owned by Landlord in the
Building (including window coverings and carpeting in common areas); (L)
contesting the validity, or applicability of any Laws that may affect the
operation, and maintenance of the Building; (M) the Building's share of any
shared or common area maintenance fees and expenses (including costs and
expenses of operating, managing and maintaining the common areas of the project
of which the Building is a part and the skyways attached to the project); and
(N) any other cost, expenditure, fee or charge. Whether or not hereinbefore
described, which in accordance with generally accepted property management
practices for comparable "Class A" buildings in downtown Minneapolis would be
considered an expense of managing, operating, maintaining and repairing the
Building. Operating Costs which vary with occupancy for any calendar year during
which average occupancy of the Building is less than ninety-five percent (95%)
shall be calculated based upon the Operating Costs that would have been incurred
if the Building had an average occupancy of ninety-five percent (95%) during the
entire calendar year. In no event will Operating Costs exceed actual costs and
expenses incurred by Landlord, except as provided in the preceding sentence for
allocation purposes only.

      In addition to the foregoing, Operating Costs shall not include (i)
capital improvements (except as otherwise provided above); (ii) costs of special
services rendered to individual tenants (including Tenant) for which a special
charge is made; (iii) interest and principal payments on loans or indebtedness
secured by the Building; (iv) costs of improvements for Tenant or other tenants
of the Building; (v) costs of services or other benefits of a type which are not
available to Tenant but which are available to other tenants or occupants,
regardless of whether Landlord is reimbursed by other tenants of the Building
other than through payment of tenants' shares of increases in Operating Costs
and Taxes; (vi) leasing commissions, attorneys' fees and other expenses incurred
in connection with leasing space in the Building or enforcing such leases; (vii)
depreciation or


                                       14
<PAGE>

amortization, other than as specifically enumerated in the definition of
Operating Costs above; and (viii) costs, fines or penalties incurred due to
Landlord's violation of any Law.

      Operating Costs will also not include: (i) depreciation on the Building or
its components (other than depreciation of capital items which are otherwise
allowed as Operating Costs), (ii) costs of alterations of space or other
improvements made for specific tenants of the Building; (iii) finder's fees and
real estate brokers' commissions; (iv) ground lease payments, mortgage principal
or interest; (v) costs of replacements to personal property for which
depreciation costs are included as an Operating Cost; (vi) costs of excess or
additional services provided to any specific tenant in the Building which are
directly billed to such tenant; (vii) cost of repairs due to casualty or
condemnation to the extent reimbursed by third parties; (viii) any cost due to
Landlord's breach of this Lease, (ix) all costs, including legal fees incurred
by Landlord in enforcing its rights under other leases for premises in the
Building, (x) costs related to removing (including any related testing and
monitoring) asbestos or other hazardous materials (other than fluorescent or
high-intensity discharge lamps, CFC's, petroleum products and other hazardous
materials which are normally used in the operation, maintenance and repair of
comparable office buildings); (xi) costs for any employees above the rank of
general manager of the Building and reasonable allocation of the costs of
employees at or below the rank of general manager whose duties include work on
other buildings or projects; (xii) costs and expenses associated with off-site
management and accounting services for the Building; (xiii) costs incurred in
connection the design, development and construction of the Building, and costs
of correcting defects in the design or construction of the Building, the major
building systems, equipment or appurtenances or the material used in the
construction of the Building; (xiv) tenant improvement allowances, moving
allowances, advertising and marketing costs, and other out-of-pocket costs
(including attorneys' fees or leasing agent salaries and/or commissions) for
leasing of space; (xv) bad debt loss, rent loss, or reserves for bad debt loss
or rent loss; provided that Operating Costs will in any event include the entire
cost of rental or business interruption insurance other than the incremental
cost for any additional coverage in excess of 24 months; (xvi) any amount for
any item or service paid to any affiliate of Landlord (Landlord being any
subsidiary of or any person or entity that directly or indirectly through one or
more intermediaries controls, is controlled by, or is under common control with)
Landlord or the building manager or any partner or shareholder of either of them
to the extent it exceeds the competitive cost or rate for such item or service;
(xvii) costs or expenses incurred by Landlord which represent amounts paid by
Landlord or its agents in bad faith or resulting from the gross negligence of
Landlord, its agents, servants or employees or Landlord's grossly negligent
failure to manage the Building consistent with the standards required by this
Lease; (xiii) the cost of any item or service otherwise included in Operating
Costs to the extent Landlord, the building manager, or any officer or employee
of either receives from suppliers of goods or services any "kick-backs",
finder's fees, expediting fees or other similar fees in connection with such
item or service; (xix) costs of operation of the business of the entity which
constitutes Landlord or preservation of Landlord's interest in the Building,
such as by way of illustration and not limitation the cost of internal
accounting (other than budgeting and accounting of Operating Costs and capital
expenditures) and legal matters, the sale or mortgaging of the Building, the
collection of rent or other legal disputes with any tenant of the Building
relating to its tenancy, or any legal disputes with any holder of a mortgage on
the Building relating to its mortgage, as distinguished from costs of
management, operation, maintenance, and repair of the Building; (xx) amounts
otherwise included in Operating Costs to the extent they are reimbursed (after
deduction of the out-of-pocket cost of collection of such


                                       15
<PAGE>

reimbursement) by insurance or by any tenant (other than pursuant to an
operating cost clause in such tenant's lease) or otherwise, (xxi) any
incremental increase in the cost of operating the common areas of the Building
arising out of the permitted use of such common areas by any vendors paying rent
to Landlord or cost incurred in connection with commercial concessions or other
enterprises operated by Landlord in the common areas; (xxii) costs of renovating
or otherwise improving, decorating, or redecorating spaces for specific tenants
or other occupants of the Building or other leasable spaces (as distinguished
from renovations, improvements and decorations to common areas or otherwise
benefiting the Building generally), and (xxiii) the cost of acquiring
sculptures, paintings or other artwork.

                  (2) "Taxes" means: all real property taxes and general,
special or district assessments or other governmental impositions, of whatever
kind, nature or origin, imposed on or by reason of the ownership or use of the
Building; service payments in lieu of taxes and taxes and assessments of every
kind and nature whatsoever levied or assessed in addition to, in lieu of or in
substitution for existing or additional real or personal property taxes on the
Building or the personal property described above; and the reasonable cost of
contesting by appropriate proceedings, the amount or validity of any taxes,
assessments or charges described above. Taxes do not include: (i) any special
assessments or other charges assessed in connection with the approval and
initial development and construction of the Building or project, (ii) penalties
resulting from failure to pay Taxes when due and (iii) any income, estate,
inheritance or other transfer tax, or any excess profit, franchise or similar
taxes on Landlord's business.

                  (3) "Tenant's Share" means the Rentable Area of the Premises
divided by the total Rentable Area of the Building, as set forth in the Rentable
Area Certificate. If the Rentable Area of the Building is changed or the
Rentable Area of the Premises is changed by Tenant's leasing of additional space
hereunder or for any other reason, Tenant's Share shall be adjusted accordingly.

            (b) Additional Rent.

                  (1) Tenant shall pay Landlord as "Additional Rent" for each
calendar year or portion thereof during the Term Tenant's Share of the sum of
(x) Operating Costs incurred for such period, and (y) Taxes payable for such
period.

                  (2) Prior to the beginning of each calendar year, Landlord
shall notify Tenant of Landlord's commercially reasonable estimate of Operating
Costs, Taxes and Tenant's Additional Rent for the following calendar year.
Commencing on the first day of January of each calendar year and continuing on
the first day of every month thereafter in such year, Tenant shall pay to
Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord
thereafter estimates that Operating Costs or Taxes for such year will vary from
Landlord's prior estimate, Landlord may, no more than once in any calendar year,
by notice to Tenant revise the estimate for such year and Additional Rent shall
thereafter be payable based on the revised estimate. For the initial partial
calendar year of the Term, Tenant shall pay Landlord's estimate of Tenant's
Additional Rent for such period in equal monthly installments beginning on the
first day of the first month of the Term.


                                       16
<PAGE>

                  (3) Tenant may, upon written notice to Landlord delivered
within thirty (30) days of Tenant's receipt of Landlord's estimate of Operating
Costs and Taxes, elect to pay Taxes separately of Operating Costs. In the event
Tenant elects to pay Taxes separately of Operating Costs, Tenant shall pay to
Landlord Tenant's Share of Taxes no later than the latter of (i) the tenth day
following receipt of written notice of the amount of Taxes then due or (ii)
thirty (30) days prior to the date Taxes are due and payable to the taxing
authority.

                  (4) As soon as reasonably practicable after the end of each
calendar year, but in no event later than May 1st, Landlord shall furnish Tenant
a statement with respect to such year, showing Operating Costs, Taxes and
Additional Rent for the year, and the total payments made by Tenant with respect
thereto. Unless Tenant raises any objections to Landlord's statement within one
hundred eighty (180) days after receipt of the same, such statement shall
conclusively be deemed correct and Tenant shall have no right thereafter to
dispute such statement or any item therein or the computation of Additional Rent
based thereon. If Tenant does object to such statement, then Landlord shall
permit Tenant reasonable access to Landlord's books and records pertaining to
Operating Costs, Taxes and Additional Rent for the year for the purpose of
verification of the figures shown on the statement. Within the one hundred
eighty (180) day period, Tenant may, upon ten (10) days advance, written notice,
audit, inspect and copy the books and records of Landlord with respect to any
costs or item which is passed through to Tenant. Any such audit or inspection
performed by a third party contracted by Tenant shall be performed only on a
non-contingent fee basis. Landlord must cooperate with Tenant in providing
Tenant reasonable access to its books and records during normal business hours
for this purpose. If the results of the audit shows an overcharge to Tenant of
the actual amount owned by Tenant, Landlord must, within thirty (30) days of
completion of such audit, credit or refund to Tenant, at Landlord's election,
any overcharge discovered by the audit. If the overcharge exceeds the actual
Operating Costs by 3% Landlord must pay the reasonable costs of such audit. If
such audit discloses an undercharge to Tenant, Tenant must pay Landlord the
amount of such undercharge within thirty (30) days of completion of such audit.
The parties shall negotiate in good faith to resolve any disputes. Any objection
of Tenant to Landlord's statement and resolution of any dispute shall not
postpone the time for payment of any amounts due Tenant or Landlord based on
Landlord's statement, nor shall any failure of Landlord to deliver Landlord's
statement in a timely manner relieve Tenant of Tenant's obligation to pay any
amounts due Landlord based on Landlord's statement.

                  (5) If Tenant's Additional Rent as finally determined for any
calendar year exceeds the total payments made by Tenant on account thereof,
Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant's
receipt of Landlord's statement. If the total payments made by Tenant on account
thereof exceed Tenant's Additional Rent as finally determined for such year,
Tenant's excess payment shall be credited toward the Rent next due from Tenant
under this Lease. For any partial calendar year at the beginning or end of the
Term, Additional Rent shall be prorated on the basis of a 365-day year by
computing Tenant's Share of Operating Costs and Taxes for the entire year and
then prorating such amount for the number of days during such year included in
the Term. Notwithstanding the termination of this Lease, Landlord shall pay to
Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days
after Tenant's receipt of Landlord's final statement for the calendar year in
which this Lease terminates, the difference between Tenant's Additional Rent for
that year, as finally determined by Landlord, and the total amount previously
paid by Tenant on account thereof.


                                       17
<PAGE>

                  (6) Tenant shall pay all rental, excise, sales or transaction
privilege taxes, if any, arising out of this Lease (excluding, however, state
and federal personal or corporate income taxes measured by the income of
Landlord from all sources) imposed by any taxing authority upon Landlord or upon
Landlord's receipt of any rent payable by Tenant pursuant to the terms of this
Lease ("Rental Tax"). Tenant shall pay any Rental Tax to Landlord in addition
to and at the same time as Base Rent is payable under this Lease. No such Rental
Tax is imposed as of the date of execution of this Lease.

      3.7 Payment of Rent. All amounts payable or reimbursable by Tenant under
this Lease, including late charges and interest (collectively, "Rent"), shall
constitute Rent and shall be payable and recoverable as Rent in the manner
provided in this Lease. All sums payable to Landlord on demand under the terms
of this Lease shall be payable within five (5) business days after notice from
Landlord of the amounts due. All Rent shall be paid without offset, recoupment
or deduction, except as may be specifically provided for in the Lease, in lawful
money of the United States of America to Landlord at Landlord's. Address for
Payment of Rent as set forth in the Basic Lease Information, or to such other
person or at such other place as Landlord may from time to time designate by
written notice to Tenant.

      4. SECURITY DEPOSIT. On or before January 31, 2000, Tenant shall deposit
with Landlord the amount specified in the Basic Lease Information as the
Security Deposit (the "Security Deposit ) as security for the performance of
Tenant's obligations under this Lease. Landlord may (but shall have no
obligation to) use the Security Deposit or any portion hereof to cure any Event
of Default under this Lease or to compensate Landlord for any damage Landlord
incurs as a result of Tenant failure to perform any of Tenant's obligations
hereunder and for which Landlord is entitled to recover under the terms of this
Lease. In such event Tenant shall pay to Landlord on demand an amount sufficient
to replenish the Security Deposit. If Tenant is not in default at the expiration
or termination of this Lease, Landlord shall, within thirty (30) days of such
expiration or termination, return to Tenant the Security Deposit or the balance
thereof then held by Landlord and not applied as provided above. Landlord may
commingle the Security Deposit with Landlord's general and other funds. Landlord
shall not be required to pay interest on the Security Deposit to Tenant.

      The initial amount of the Security Deposit shall be Seven Million Five
Hundred Thousand and 00/100 Dollars ($7,500,000.00). If Tenant's Net Worth,
consisting of Total Equity and Deferred Revenue, as determined in accordance
with Generally Accepted Accounting Principles ("Net Worth"), for a period of
three (3) consecutive calendar years during the Term, as determined at the end
of each quarter is greater than Seventy Five Million and 00/100 Dollars
($75,000,000.00), the amount of the Security, Deposit shall, effective
immediately on the first day of the fourth (4th) consecutive calendar year, be
reduced to Three Million Seven Hundred Fifty Thousand and 00/100 Dollars
($750,000.00). Following the twelfth consecutive month after the Security
Deposit has been reduced to Three Million Seven Hundred Fifty Thousand and
00/100 Dollars ($3,750,000.00), in which Tenant's Net Worth is, as determined at
the end of each quarter, greater than Seventy Five Million and 00/100 Dollars
($75,000,000.00), no Security Deposit shall be required, and effective
immediately on the first day of the thirteenth (13th) consecutive month, the
Security Deposit, if any, will be refunded or, if in the form of a Letter of
Credit, the Letter of Credit will be released.


                                       18
<PAGE>

      During such time as Tenant's Net Worth is greater than Seventy Five
Million and 00/100 Dollars ($75,000,000.00), no Security Deposit shall be
required. If as of the end of any fiscal quarter Tenant's Net Worth is less than
Seventy Five Million and 00/100 Dollars ($75,000,000.00), Tenant shall promptly,
but in any event within thirty (30) days, deposit with Landlord the amount
provided for in this Section 4. The Security Deposit may be in the form of an
unconditional and irrevocable letter of credit issued by a national bank
reasonably acceptable to Landlord. Landlord may draw upon the letter of credit
if it is not extended or replaced at least thirty (30) days prior to its
expiration date. Landlord will accept Tenant's unaudited financial statement of
January 31, 2000, to establish Tenant's Net Worth as of that date.

5. USE AND COMPLIANCE WITH LAWS.

      5.1 Use. The Premises shall be used and occupied for general business
office purposes, including, but not limited to, software development, training
and other related legal uses including, but not limited to, cafeteria,
entertainment room, fitness center, showers and locker rooms and for no other
use or purpose without Landlord's prior written consent, which consent will not
be unreasonably withheld, conditioned or delayed. Landlord's consent may be
reasonably withheld, conditioned or delayed for reasons including, but not
limited to, the unusual demands of any particular use on the Building Systems,
consistency of the use with the character of the Building, and any conflict of
the use with other tenants. Tenant shall comply with all present and future Laws
relating to Tenant's particular use or occupancy of the Premises (and make any
repairs, alterations or improvements as required to comply with all such Laws),
and shall observe the "Building Rules" (as defined in Section 26 - Rules and
Regulations). Landlord shall comply with all present and future Laws relating to
the Building generally. Tenant shall not do, bring, keep or sell anything in or
about the Premises that is prohibited by, or that will cause a cancellation of
or an increase in the existing premium for, any insurance policy covering the
Property or any part thereof. Tenant shall not permit the Premises to be
occupied or used in any manner that will constitute waste or a nuisance, or
disturb the quiet enjoyment of or otherwise disturb other tenants in the
Building. Tenant shall not, without the prior consent of Landlord (which consent
shall not be unreasonably withheld, conditioned or delayed), (i) bring into the
Building or the Premises anything that may cause substantial noise, odor or
vibration, overload the floors in the Premises or the Building or any of the
heating, ventilation and air-conditioning ("HVAC"), mechanical, elevator,
plumbing, electrical, fire protection, life safety, security or other systems in
the Building ("Building Systems"), or jeopardize the structural integrity of the
Building or any part thereof; (ii) except as may otherwise be provided in the
Lease, connect to the utility systems of the Building any apparatus, machinery
or other equipment other than typical office equipment; or (iii) except as may
otherwise be provided in the Lease, connect to any electrical circuit in the
Premises any equipment or other load with aggregate electrical power
requirements in excess of 80% of the rated capacity of the circuit.

      5.2 Hazardous Materials.

            (a) Definitions.

                  (1) "Hazardous Materials" shall mean any substance: (A) that
now or in the future is regulated or governed by, requires investigation or
remediation under, or is defined as a hazardous waste, hazardous substance,
pollutant or contaminant under any governmental


                                       19
<PAGE>

statute, code, ordinance, regulation, rule or order, and any amendment thereto,
including the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. ss.9601 et seq., and the Resource Conservation and Recovery Act,
42 U.S.C. ss.6901 et seq., or (B) that is toxic, explosive, corrosive,
flammable, radioactive, carcinogenic, dangerous or otherwise hazardous,
including gasoline, diesel fuel, petroleum hydrocarbons, polychlorinated
biphenyls (PCBs), asbestos, radon and urea formaldehyde foam insulation,

                  (2) "Environmental Requirements" shall mean all present and
future Laws, orders, permits, licenses, approvals, authorizations and other
requirements of any kind applicable to Hazardous Materials,

                  (3) "Handled by Tenant" and "Handling by Tenant" shall mean
and refer to any installation, handling, generation, storage, use, disposal,
discharge, release, abatement, removal, transportation, or any other activity of
any type by Tenant or its agents, employees, contractors, licensees, assignees,
sublessees, transferees, vendors or representatives (collectively,
"Representatives") or its guests or customers (collectively, "Visitors"), at or
about the Premises in connection with or involving Hazardous Materials.

                  (4) "Handled by Landlord" and "Handling by Landlord" shall
mean and refer to any installation, handling generation, storage, use, disposal,
discharge, release, abatement, removal, transportation, or any other activity of
any type by Landlord or its agents, employees, contractors, licensees,
transferees, vendors or representatives (collectively, "Representatives"), at or
about the Building in connection with or involving, Hazardous Materials.

                  (5) "Environmental Losses" shall mean all costs and expenses
of any kind, damages, including foreseeable and unforeseeable, consequential
damages, fines and penalties incurred in connection with any violation of and
compliance with Environmental Requirements and all losses of any kind
attributable to the diminution of value, loss of use or adverse effects on
marketability or use of any portion of the Premises or Building.

            (b) Tenant's Covenants. No Hazardous Materials shall be Handled by
Tenant at or about the Premises or Building without Landlord's prior written
consent, which consent may be granted, denied, or conditioned upon compliance
with Landlord's requirements, all in Landlord's absolute discretion.
Notwithstanding the foregoing, normal quantities and use of those Hazardous
Materials customarily used in the conduct of general office activities, such as
copier fluids and cleaning supplies ("Permitted Hazardous Materials"), may be
used and stored at the Premises without Landlord's prior written consent,
provided that Tenant's activities at or about the Premises and the Handling by
Tenant of all Hazardous Materials shall comply at all times with all
Environmental Requirements. At the expiration or termination of the Lease,
Tenant shall promptly remove from the Premises and Property all Hazardous
Materials Handled by Tenant at the Premises or the Property. Tenant shall keep
Landlord fully and promptly informed of all Handling by Tenant of Hazardous
Materials other than Permitted Hazardous Materials. Tenant shall be responsible
and liable for the compliance with all of the provisions of this Section by all
of Tenant's Representatives and Visitors, and all of Tenant's obligations under
this Section (including its indemnification obligations under paragraph (e)
below) shall survive the expiration or termination of this Lease.
Notwithstanding the foregoing, Tenant is not responsible or liable to Landlord
for the Handling by Visitors of Hazardous Materials outside of the Premises.


                                       20
<PAGE>

            (c) To the best of Landlord's knowledge, the property on which the
Building is to be located does not contain Hazardous Materials.

            (d) Compliance. Tenant shall at Tenant's expense promptly take all
actions required by any governmental agency or entity in connection with or as a
result of the Handling by Tenant of Hazardous Materials at or about the
Premises, including inspection and testing, performing all cleanup, removal and
remediation work required with respect to those Hazardous Materials, complying
with all closure requirements and post-closure monitoring, and filing all
required reports or plans. All of the foregoing work and all Handling by Tenant
of all Hazardous Materials shall be performed in a good, safe and workmanlike
manner by consultants qualified and licensed to undertake such work and in a
manner that will not interfere with any other tenant's quiet enjoyment of the
Building or Landlord's use, operation, leasing and sale of the Building. Tenant
shall deliver to Landlord prior to delivery to any governmental agency, or
promptly after receipt from any such agency, copies of all permits, manifests,
closure or remedial action plans, notices, and all other documents relating to
the Handling by Tenant of Hazardous Materials at or about the Premises. If any
lien attaches to the Premises or the Building in connection with or as a result
of the Handling by Tenant of Hazardous Materials, and Tenant does not cause the
same to be released, by payment, bonding or otherwise, within ten (10) days
after the attachment thereof, Landlord shall have the right but not the
obligation to cause the same to be released and any sums expended by Landlord
(plus Landlord's administrative costs) in connection therewith shall be payable
by Tenant on demand.

            (d) Landlord's Rights. Landlord shall have the right, but not the
obligation, to enter the Premises at any reasonable time (i) to confirm Tenant's
compliance with the provisions of this Section 5.2, and (ii) to perform Tenant's
obligations under this Section if Tenant has failed to do so after reasonable
notice to Tenant. Landlord shall also have the right to engage qualified
Hazardous Materials consultants to inspect the Premises and review the Handling
by Tenant of Hazardous Materials, including review of all permits, reports,
plans, and other documents regarding same. Tenant shall pay to Landlord on
demand the costs of Landlord's consultants' fees and all costs incurred by
Landlord in performing Tenant's obligations under this Section. Landlord shall
use reasonable efforts to minimize any interference with Tenant's business
caused by Landlord's entry into the Premises, but Landlord shall not be
responsible for any interference caused thereby.

            (e) Tenant's Indemnification. Tenant agrees to indemnify, defend,
protect and hold harmless Landlord and its partners or members and its or their
partners, members, directors, officers, shareholders, employees and agents from
all Environmental Losses and all other claims, actions, losses, damages,
liabilities, costs and expenses of every kind, including reasonable attorneys',
experts' and consultants' fees and costs, incurred at any time and arising from
or in connection with the Handling by Tenant of Hazardous Materials at or about
the Premises or Tenant's failure to comply in fall with all Environmental
Requirements with respect to the Premises.

            (f) Landlord's Indemnification. Landlord agrees to indemnify,
defend, protect and hold harmless Tenant and its partners or members and its or
their partners, members, directors, officers, shareholders, employees and agents
from all Environmental Losses and all other claims, actions, losses damages,
liabilities, costs and expenses of every kind, including reasonable


                                       21
<PAGE>

attorneys', experts' and consultants' fees and costs, incurred at any time and
arising from or in connection with the Handling by Landlord of Hazardous
Materials at or about the Building.

      5.3 Americans With Disabilities Act. The parties agree that the
liabilities and obligations of Landlord and Tenant under that certain federal
statute commonly known as the Americans With Disabilities Act as well as the
regulations and accessibility guidelines promulgated thereunder as each of the
foregoing is supplemented or amended from time to time (collectively, the "ADA"
) shall be apportioned as follows:

            (a) If any of the common areas of the Building, including, but not
limited to, exterior and interior routes of ingress and egress, and all rules
and regulations applicable to the Premises, or the Building, fails to comply
with the ADA, such nonconformity shall be promptly made to comply by Landlord.
Landlord shall also cause manager of the Building (the "Manager") to comply with
the ADA in its operation of the Building.

            (b) From and after the commencement date of the Lease, Tenant
covenants and agrees to conduct its operations within the Premises in compliance
with the ADA. If any of the Premises fails to comply with the ADA as a result of
Tenant's operations or Alterations, such nonconformity shall be promptly (within
the time allowed under the ADA) made to comply by Tenant. In the event that
Tenant elects to undertake any alterations to, for or within the Premises,
including initial build-out work, Tenant agrees to cause such alterations to be
performed in compliance with the ADA.

6. TENANT IMPROVEMENTS & ALTERATIONS.

      6.1 Landlord and Tenant shall perform their respective obligations with
respect to design and construction of any improvements to be constructed and
installed in the Premises (the "Tenant Improvements"), as provided in the
Construction Rider. Except for any Tenant Improvements to be constructed by
Tenant as provided in the Construction Rider, Tenant shall not make any
alterations, improvements or changes to the Premises, including installation of
any security system or telephone or data communication wiring, ("Alterations"),
without Landlord's prior written consent, which consent may not be unreasonably
withheld, conditioned or delayed. Any such Alterations shall be completed by
Tenant at Tenant's sole cost and expense: (i) with due diligence, in a good and
workmanlike manner, using new materials; (ii) in compliance with plans and
specifications approved by Landlord; (iii) in compliance with the construction
rules and regulations reasonably promulgated by Landlord from time to time; (iv)
in accordance with all applicable Laws (including all work, whether structural
or non-structural, inside or outside the Premises, required to comply fully with
all applicable Laws and necessitated by Tenant's work); and (v) subject to all
reasonable conditions which Landlord may in Landlord's reasonable discretion
impose. Such conditions may include requirements for Tenant to: (i) provide
payment or performance bonds or additional insurance (from Tenant or Tenant's
contractors, subcontractors or design professionals); (ii) use contractors or
subcontractors reasonably acceptable to Landlord; and (iii) remove all or part
of the Alterations (which Alterations required Landlord's consent) prior to or
upon expiration or termination of the Term, as designated by Landlord at the
time of granting approval. If any work outside the Premises, or any work on or
adjustment to any of the Building Systems, is required in connection with or as
a result of Tenant's work, such work shall be


                                       22
<PAGE>

performed at Tenant's expense by contractors reasonably acceptable to Landlord.
Landlord's right to review and approve (or withhold approval of) Tenant's plans,
drawings, specifications, contractor(s) and other aspects of construction work,
proposed by Tenant is intended solely to protect Landlord, the Building and
Landlord's interests. No approval or consent by Landlord shall be deemed or
construed to be a representation or warranty by Landlord as to the adequacy,
sufficiency, fitness or suitability thereof or compliance thereof with
applicable Laws or other requirements. Except as otherwise provided in
Landlord's consent, all Alterations shall upon installation become part of the
realty and be the property of Landlord. If Tenant otherwise complies with this
Section 6.1, Landlord's consent is not required for non-structural alterations
which do not require a building permit or the cost of which do not exceed $0.50
per rentable square foot of the Premises in each instance.

      6.2 Before making any Alterations, Tenant shall submit to Landlord for
Landlord's prior approval reasonably detailed final plans and specifications
prepared by a licensed architect or engineer, a copy of the construction
contract, including the name of the contractor and all subcontractors proposed
by Tenant to make the Alterations and a copy of the contractor's license.
Landlord shall, within ten (10) days of Tenant's submission either (i) approve
Tenant's proposed Alterations or (ii) disapprove Tenant's proposed Alterations,
including, in reasonable detail, Landlord's reasons for such disapproval. If
Landlord does not respond to Landlord's request for approval of Alterations
within ten (10) days after receipt thereof, Landlord's approval will be deemed
given. Tenant shall reimburse Landlord upon demand for any expenses incurred by,
Landlord in connection with any Alterations made by Tenant, including reasonable
fees charged by Landlord's contractors of consultants to review plans and
specifications prepared by Tenant and to update the existing as-built plans and
specifications of the Building to reflect the Alterations. Tenant shall obtain
all applicable permits, authorizations and governmental approvals and deliver
copies of the same to Landlord before commencement of any Alterations.

      6.3 Tenant shall keep the Premises and the Building free and clear of all
liens arising out of any work performed, materials furnished or obligations
incurred by Tenant. If any such lien is recorded against the Premises or the
Building, and Tenant does not cause the same to be released by payment, bonding
or otherwise within thirty (30) days after the recording thereof, Landlord shall
have the right but not the obligation to cause the same to be released, and any
sums expended by Landlord (plus Landlord's administrative costs) in connection
therewith shall be payable by Tenant, as additional rent, on demand with
interest thereon from the date of expenditure by Landlord at the Interest Rate
(as defined in Section 15.2 - Interest). Tenant shall give Landlord at least ten
(10) days' notice prior to the commencement of any Alterations and cooperate
with Landlord in posting and maintaining notices of non-responsibility in
connection therewith.

      6.4 Subject to the provisions of Section 5 - Use and Compliance with Laws
and the foregoing provisions of this Section, Tenant may install and maintain
furnishings, equipment, movable partitions, business equipment and other trade
fixtures ("Trade Fixtures") in the Premises, provided that the Trade Fixtures do
not become an integral part of the Premises or the Building. Tenant shall
promptly repair any damage to the Premises or the Building caused by any
installation or removal of such Trade Fixtures.

      Landlord acknowledges that Tenant intends to install a generator for back
up power, an access control system, an Uninterrupted Power Supply, additional
stand alone or rooftop air


                                       23
<PAGE>

conditioning units and rooftop antennae, satellite or microwave antennae.
Landlord agrees to make a reasonable effort to accommodate such equipment in the
design and construction of the Building, including appropriate roof structural
reinforcement and the connection of such equipment to the Premises through
Building raceways and shafts. Landlord also acknowledges that Tenant will need
the exclusive use of at least 6 - 4" risers from the minimum point of entry into
the Building to Tenant's main telecommunications and data rooms and
non-exclusive access to the vertical shafts and horizontal raceways of the
Building for purpose of installation of electrical and communication wires and
cables, pipes, ductwork, and conduit as may reasonably be needed by Tenant to
interconnect the floors of the Premises. Any additional cost incurred by
Landlord to accommodate Tenant's request shall be a cost of Tenant Improvements
as defined in the Construction Rider attached as Exhibit B, and will be handled
in accordance with the change order and payment procedure therein.

      6.5 Until such time as the Building, excluding other tenant improvements,
is complete, all contractors and subcontractors performing work at the Premises
for the Tenant Improvements and for all Alterations must be recognized and
approved by the Building Trades Council having jurisdiction over downtown
Minneapolis, Minnesota and each such contractor or subcontractor must be bound
by and a signatory to an applicable bargaining agreement and observe area
standards for wages and other terms and conditions of employment, including
fringe benefits.

7. MAINTENANCE AND REPAIRS.

      7.1 Landlord warrants that, as of the Commencement Date, the Building and
Premises shall be in good working order and in compliance with all Laws.
Landlord further warrants that the portion of the Premises scheduled to be
delivered on April 1, 2002, First Expansion Space and Second Expansion Space
will be in good working order and in compliance with all laws on the dates such
space is delivered to Tenant for possession. By taking possession of the
Premises, as delivered, Tenant agrees that the Premises are then in a good and
tenantable condition, subject to punch list items and uncompleted items of
Landlord's Work, and latent defects. During the Term, Tenant at Tenant's expense
but under the direction of Landlord, shall repair and maintain the Premises,
including the interior walls, floor coverings, ceiling (ceiling tiles and grid),
Tenant Improvements, Alterations, fire extinguishers, outlets and fixtures, and
any appliances (including dishwashers, hot water heaters and garbage disposers)
in the Premises, in a first class condition, subject to normal wear and tear and
casualty loss, and keep the Premises in a clean, safe and orderly condition.

      7.2 Landlord shall maintain or cause to be maintained in reasonably good
order, condition and repair, the structural portions of the Building, including
the roof, roof membrane, foundations, floors and exterior walls and glass of the
Building, the Building Systems, and the public and common areas of the Building,
such as elevators, stairs, corridors and restrooms in a first class condition,
consistent with other comparable Class "A" buildings in downtown Minneapolis,
subject to normal wear and tear and casualty loss; provided, however, that
Tenant shall pay the cost of repairs for any damage occasioned by Tenant's use
of the Premises or the Building or any act or omission of Tenant or Tenant's
Representatives or Visitors, to the extent (if any) not covered by Landlord's
property insurance or the insurance required to be carried by Landlord. Landlord
shall


                                       24
<PAGE>

be under no obligation to inspect the Premises, Tenant shall promptly report in
writing to Landlord any defective condition known to Tenant which Landlord is
required to repair.

      7.3 Landlord hereby reserves the right, at any time and from time to time,
without liability to Tenant, and without constituting an eviction, constructive
or otherwise, or entitling Tenant to any abatement of rent or to terminate this
Lease or otherwise releasing Tenant from any of Tenant's obligations under this
Lease, but at all times taking commercially reasonable steps to minimize
interruption to Tenant's business and Tenant's access to the Premises:

            (a) To make alterations, additions, repairs, improvements to or in
or to decrease the size of area of, all or any part of the Building, the
fixtures and equipment therein, and the Building Systems providing, however,
that any such change shall not have a material adverse effect on Tenant's use of
or access to the Premises;

            (b) To install and maintain any and all signs on the exterior and
interior of the Building;

            (c) To reduce, increase, enclose or otherwise change at any time and
from time to time, the size, number, location lay-out and nature of the common
areas and other tenancies and premises in the Building and to create additional
rentable areas through use or enclosure of common areas providing, however, that
any such change shall not have a material adverse effect on Tenant's use of or
Access to the Premises; and

            (d), If any governmental authority promulgates or revises any Law or
imposes mandatory or voluntary (but if voluntary, only to the extent observed by
comparable buildings in downtown Minneapolis) controls or guidelines on Landlord
or the Building relating to the use or conservation of energy or utilities or
the reduction of automobile or other emissions or reduction or management of
traffic (collectively "Controls"), to comply with such Controls, whether
mandatory or voluntary (but if voluntary, only to the extent observed by
comparable buildings in downtown Minneapolis), or make any alterations to the
Building related thereto.

Notwithstanding the foregoing rights reserved to Landlord, if Tenant is unable
to operate its business in all or a portion of the Premises as a result of
Landlord exercising the foregoing rights, and such interruption or interference
continues for more than three (3) business days, Rent will, but only in
proportion to, the amount of space in the Premises that is rendered unusable by
Tenant, abate beginning on the fourth (4th) day and will continue until Tenant's
use of the Premises is restored. Such Abatement shall only apply in situations
such as those requiring or causing the shut down of computer systems or denying
Tenant access to or use of all or a part of the Premises.

8.    UTILITIES AND SERVICES.

      8.1 Description of Service. Landlord shall furnish to the Premises:
reasonable amounts of heat, ventilation and air-conditioning (as provided in
Exhibits D and E) during the Business Hours specified in the Basic Lease
Information ("Business Hours") on weekdays and Saturdays, except the public
holidays of New Year's Day, Memorial Day, Fourth of July, Labor Day,
Thanksgiving and Christmas Day ("Business Days"); reasonable amounts of
electricity (as provided in Exhibits D and E); janitorial services (as outlined
on Exhibit G as minimum standards)


                                       25
<PAGE>

and toilet room supplies five days a week (except public holidays), management
of the Building by qualified management personnel in accordance with the
standards observed by comparable "Class A" buildings in downtown Minneapolis,
Minnesota, window washing of the exterior and interior surfaces of the windows
in the exterior walls of the Premises, freight elevator service (subject to
scheduling by Landlord), commercially reasonable Building security and full time
personnel stationed in the lobby of the Building. Landlord shall also provide
any additional services which may be reasonably requested by Tenant, including,
without limitation, locksmithing, lamp replacement, additional janitorial
service, and additional repairs and maintenance. Tenant shall not be required to
utilize Landlord for such additional services. Tenant shall have the right to
request that Landlord shall review with Tenant the performance and costs of
vendors and contract service providers for the Building. With respect to
janitorial service, Tenant may reject (for cause) Landlord's selected janitorial
service provider, in which case, Landlord must promptly replace the janitorial
Service provider with a service provider mutually acceptable to Landlord and
Tenant. Landlord shall also provide the Building with normal fluorescent lamp
replacement, window washing, elevator service, and common area toilet room
supplies. Any additional utilities or services that Landlord may agree to
provide (including lamp or tube replacement for other than Building Standard
lighting fixtures) shall be at Tenant's sole expense.

       8.2  Payment for Additional Utilities and Services.

            (a) Upon request by Tenant in accordance with the procedures
established by Landlord from time to time for furnishing HVAC service at times
other than Business Hours on Business Days, Landlord shall furnish such service
to Tenant and Tenant shall pay for such services on an hourly basis at the then
prevailing rate reasonably established for the Building by Landlord, based upon
Landlord's cost.

            (b) If the temperature otherwise maintained in any portion of the
Premises by the HVAC systems of the Building is affected as a result of (i) any
lights, machines or equipment used by Tenant in the Premises, or (ii) the
occupancy of the Premise by more than one person per 150 square feet of rentable
area, after first giving Tenant written notice of such effect and Tenant having
had reasonable time to cure, Landlord shall have the right to install any
machinery or equipment reasonably necessary to restore the temperature,
including modifications to the standard air conditioning equipment. The cost of
any such equipment and modifications, including the cost of installation and any
additional cost of operation and maintenance of the same, shall be paid by
Tenant to Landlord upon demand.

            (c) If Tenant's usage of electricity, water or any other utility
service exceeds the use of such utility Landlord determines to be typical,
normal and customary for the Building, after first giving Tenant written notice
of such excessive usage and Tenant having had reasonable time to cure, Landlord
may determine the amount of such excess use by any reasonable means (including
the installation at Landlord's request but at Tenant's expense of a separate,
meter or other measuring device) and charge Tenant for the cost of such excess
usage. In addition, Landlord may impose a reasonable charge for the use of any
additional or unusual janitorial services required by Tenant because of any
unusual Tenant Improvements or Alterations, the carelessness of Tenant or the
nature of Tenant's business (including hours of operation).

      8.3   Interruption of Services.


                                       26
<PAGE>

            (a) In the event of an interruption in or failure or inability to
provide any services or utilities to the Premises or Building for any reason (a
"Service Failure"), such Service Failure shall not, regardless of its duration,
impose upon Landlord any liability whatsoever, constitute an eviction of Tenant,
constructive or otherwise, entitle Tenant to an abatement of rent or to
terminate this Lease or otherwise release Tenant from any of Tenant's
obligations under this Lease, if the Service Failure is due to circumstances
beyond Landlord's reasonable control; provided, however, Landlord must use its
best efforts to cause such utilities or services to be restored as soon as
possible. If the Service Failure is due to circumstances within Landlord's
reasonable control, and such Service Failure continues for a period exceeding
four (4) calendar days, rent will abate beginning on the fifth (5) calendar day
of the Service Failure and will continue until services are restored.

            (b) In the event of an interruption in services or utilities to the
Premises or Building for the purpose of maintenance, repair or replacement of
Building Systems, Landlord shall make a good faith effort to notify Tenant of
such an interruption no less than five (5) business days in advance and obtain
Tenant's consent to the time and duration of the interruption. Such consent
shall not be unreasonably delayed, conditioned or withheld.

9.    EXCULPATION AND INDEMNIFICATION.

      9.1 Landlord's Indemnification of Tenant. Except to the extent covered by
the insurance required to be maintained by Tenant pursuant to Section 10.1(a)
hereof, Landlord shall indemnify, protect, defend and bold Tenant harmless from
and against any claims, actions, liabilities, damages, costs or expenses,
including reasonable attorneys' fees and costs incurred in defending against the
same ("Claims") asserted by any third party against Tenant for loss, injury or
damage to any person or property, arising from (a) the willful misconduct or
negligent acts or omissions of Landlord, its agents, employees, contractors,
licensees, assignees, transferees or representatives ("Landlord's
Representatives") or (b) any construction or other work undertaken by Landlord
on the Premises (including design defects) or (c) any breach or default under
this Lease by Landlord or (d) any loss, injury or damage to any person or
property occurring in or about the common areas of the Building during the Term,
except Claims described in this clause (d) to the extent they are caused by the
willful misconduct or negligent acts or omissions of Tenant or Tenant's
Representatives.

      9.2 Tenant's Indemnification of Landlord. Tenant shall indemnify, protect,
defend and hold Landlord and Landlord's authorized representatives harmless from
and against Claims arising from (a) the acts or omissions of Tenant or Tenant's
Representatives in or about the Building, or (b) any construction or other work
undertaken by Tenant on the Premises (including any design defects), or (c) any
breach or default under this Lease by Tenant, or (d) any loss, injury or damage,
howsoever and by whomsoever caused, to any person or property, occurring in or
about the Premises during the Term, excepting only Claims described in this
clause (d) to the extent they are caused by the willful misconduct of Landlord
or Landlord's Representatives, and if such Claims result from Landlord's
negligence, this indemnification is limited to Tenant's liability insurance
coverage limits set forth in Section 10.1(a).


                                       27
<PAGE>

      9.3 Damage to Tenant and Tenant's Property. Landlord shall not be liable
to Tenant for any loss, injury or other damage to Tenant or to Tenant's property
in or about the Premises or the Building from any cause (including defects in
the Building or in any equipment in the Building; fire, explosion or other
casualty; bursting, rupture, leakage or overflow of any plumbing or other pipes
or lines, sprinklers, tanks, drains, drinking fountains or washstands in, above,
or about the Premises or the Building; or acts of other tenants in the
Building). Tenant hereby waives all claims against Landlord for any such loss,
injury or damage and the cost and expense of defending against claims relating
thereto, including any loss, injury or damage caused by Landlord's negligence
(active or passive) except for Landlord's willful misconduct. Notwithstanding
any other provision of this Lease to the contrary, in no event shall Landlord be
liable to Tenant for any punitive or consequential damages or damages for loss
of business by Tenant, except as may be attributable to Landlord's willful
misconduct.

      9.4 Survival. The obligations of the parties under this Section 9 shall
survive the expiration or termination of this Lease.

10.   INSURANCE.

      10.1 Tenant's Insurance.

            (a) Liability Insurance. Tenant shall maintain in full force
throughout the Term, commercial general liability insurance providing coverage
on an occurrence form basis with limits of not less than Five Million Dollars
($5,000,000.00) each occurrence for bodily injury and property damage combined,
Five Million Dollars ($5,000,000.00) annual general aggregate, and Five Million
Dollars ($5,000,000,00) products and completed operations annual aggregate.
Tenant's liability insurance policy or policies shall: (i) include premises and
operations liability coverage, products and completed operations liability
coverage, broad form property damage coverage including completed operations
blanket contractual liability coverage including to the maximum extent possible,
coverage for the indemnification obligations of Tenant under this Lease, and
personal and advertising injury coverage; (ii) provide that the insurance
company has the duty to defend all insureds under the policy; (iii) provide that
defense costs are paid in addition to and do not deplete any of the policy
limits; (iv) cover liabilities arising out of or incurred in connection with
Tenant's use or occupancy of the Premises; and (v) extend coverage to cover
liability for the actions of Tenant's Representatives and Visitors. Each policy
of liability insurance required by this Section, shall: (i) contain a cross
liability endorsement or separation of insureds clause; (ii) provide that any
waiver of subrogation rights or release prior to a loss does not void coverage;
(iii) provide that it is primary to and not contributing with, any policy of
insurance carried by Landlord covering the same loss; (iv) provide that any
failure to comply with the reporting provisions shall not affect coverage
provided to Landlord, its partners, property managers and Mortgagees; and (v)
name Landlord and the Property Manager identified in the Basic Lease Information
(the "Property Manager"), and such other parties in interest as Landlord may,
from time to time reasonably designate to Tenant in writing, as additional
insureds. Such additional insureds shall be provided at least the same extent of
coverage as is provided to Tenant under such policies. All endorsements
effecting such additional insured status shall be at least as broad as
additional insured endorsement form number CG 20 11 11 85 promulgated by the
Insurance Services Office.


                                       28
<PAGE>

            (b) Property Insurance. Tenant shall at all times maintain in effect
with respect to any Alterations and Tenant's Trade Fixtures and personal
property, commercial property insurance providing coverage, on an "all risk" or
"special form" basis, in an amount equal to at least 90% of the full replacement
cost of the covered property. Tenant may elect to self-insure its Alterations,
Trade Fixtures and personal property, Tenant may carry such insurance under a
blanket policy, provided that such policy provides coverage equivalent to a
separate policy. During the Term, the proceeds from any such policies of
insurance shall be used for the repair or replacement of the Alterations, Trade
Fixtures and personal property so insured, Landlord shall be provided coverage
under such insurance to the extent of its insurable interest in the Alterations
and, if requested by Landlord, both Landlord and Tenant shall sign all documents
reasonably necessary or proper in connection with the settlement of any claim or
loss under such insurance. Landlord will have no obligation to carry insurance
on any Alterations or on Tenant's Trade Fixtures or personal property.

      Tenant's right to self-insure for the property insurance required by this
Section 10 shall be subject to the following requirements of this paragraph. For
purposes of this paragraph, "self-insurance" shall mean that Tenant is acting as
though it were the insurance company providing the insurance required under the
provisions of this Section 10 and Tenant shall pay any amounts due in lieu of
insurance proceeds as required under the provisions of this Lease, which amounts
shall be treated as insurance proceeds for all purposes under this Lease. To the
extent of any self-insurance maintained by Tenant, Tenant's obligations with
respect to the retained risk shall be defined as though Tenant were the insurer
under a policy meeting the requirements of this Section 10. All amounts which
Tenant pays or is required to pay and all losses or damages resulting from the
risks for which Tenant has elected to self-insure shall be subject to the waiver
of subrogation provisions in Section 10.3 below and shall not limit Tenant's
indemnification obligations as otherwise set forth in this Lease.

            (c) Requirements For All Policies. Each policy of insurance required
under this Section 10.1 shall: (i) be in a form, and written by an insurer,
reasonably acceptable to Landlord, (ii) be maintained at Tenant's sole cost and
expense, and (iii) require at least thirty (30) days' written notice to Landlord
prior to any cancellation, nonrenewal, modification affecting coverage form or
modification of insurance coverage. Insurance companies issuing such policies
shall have rating classifications of "A" or better and financial size category
ratings of "VII" or better according to the latest edition of the A.M. Best Key
Rating Guide. All insurance companies issuing such policies shall be admitted
carriers licensed to do business in the state where the Property is located. Any
deductible amount under such insurance shall not exceed $5,000. Tenant shall
provide to Landlord, upon request, evidence that the insurance required to be
carried by Tenant pursuant to this Section, including any endorsement effecting
the additional insured status, is in full force and effect and that premiums
therefor have been paid,

            (d) Updating Coverage. Tenant shall increase the amounts of
commercial general liability insurance as required by any Mortgagee, and, not
more frequently than once every five (5) years, as reasonably recommended by
Landlord's insurance broker for comparable Class A buildings in downtown
Minneapolis, if, in the opinion of either of them, the amount of insurance then
required under this Lease is not adequate. Any limits set forth in this Lease on
the amount or type of coverage required by Tenant's insurance shall not limit
the liability of Tenant under this Lease.


                                       29
<PAGE>

            (e) Certificates of Insurance. Prior to occupancy of the Premises by
Tenant, and not less than thirty (30) days prior to expiration of any policy
thereafter, Tenant shall furnish to Landlord a certificate of insurance
reflecting that the insurance required by this Section is in force, accompanied
by an endorsement showing the required additional insureds satisfactory to
Landlord in substance and form. Notwithstanding the requirements of this
paragraph, Tenant shall at Landlord's request provide to Landlord a certified
copy of each insurance policy required to be in force at any time pursuant to
the requirements of this Lease or its Exhibits.

      10.2 Landlord's Insurance. During the Term Landlord shall maintain in
effect insurance on the Building with responsible insurers, on an "all risk" or
"special form" basis, insuring the Building and the Tenant Improvements provided
herein in an amount equal to 100% (to the extent such coverages are available at
a commercially reasonable cost, but in no event less than 95%) of the
replacement cost thereof, excluding land, foundations, footings and underground
installations and commercial general liability insurance providing coverage on
an occurrence form basis with limits of not less than Five Million Dollars
($5,000,000.00) each occurrence for bodily injury and property damage combined
and Five Million Dollars ($5,000,000.00) annual general aggregate. Landlord may,
but shall not be obligated to, carry insurance against additional perils and/or
in greater amounts.

      10.3 Mutual Waiver of Right of Recovery & Waiver of Subrogation. Landlord
and Tenant each hereby waive any right of recovery against each other and the
partners, managers, members, shareholders, officers, directors and authorized
representatives of each other for any loss or damage that is covered by any
policy of property insurance maintained by either party (or required by this
Lease to be maintained) with respect to the Premises or the Building or any
operation therein, regardless of cause, including negligence (active or passive)
of the party benefiting from the waiver. If any such policy of insurance
relating to this Lease or to the Premises or the Building does not permit the
foregoing waiver or if the coverage under any such policy would be invalidated
as a result of such waiver, the party maintaining such policy shall obtain from
the insurer under such policy a waiver of all right of recovery by way of
subrogation against either party in connection with any claim, loss or damage
covered by such policy.

11.   DAMAGE OR DESTRUCTION.

      11.1 Landlord's Duty to Repair.

            (a) If all or a substantial part of the Premises are rendered
untenantable or inaccessible by damage to all or any part of the Building from
fire or other casualty then, unless either party is entitled to and elects to
terminate this Lease pursuant to Sections 11.2 - Landlord's Right to Terminate
and 11.3 - Tenant's Right to Terminate, Landlord shall, at its expense, use
reasonable efforts to repair and restore the Premises and/or the Building, as
the case may be, to substantially their former condition to the extent permitted
by then applicable Laws; provided, however, that in no event shall Landlord have
any obligation for repair or restoration beyond the extent of insurance proceeds
received by Landlord for such repair or restoration, or for any of Tenant's
personal property, Trade Fixtures or Alterations.


                                       30
<PAGE>

            (b) If Landlord is required or elects to repair damage to the
Premises and/or the Property, this Lease shall continue in effect, but Tenant's
Base Rent and Additional Rent shall be abated with regard to any portion of the
Premises that Tenant is prevented from using by reason of such damage or its
repair from the date of the casualty until substantial completion of Landlord's
repair of the affected portion of the Premises as required under this Lease. In
no event shall Landlord be liable to Tenant by reason of any injury to or
interference with Tenant's business or property arising from fire or other
casualty or by reason of any repairs to any part of the Property necessitated by
such casualty.

      11.2 Landlord's Right to Terminate. Landlord may elect to terminate this
Lease following damage by fire or other casualty under the following
circumstances:

            (a) If, in the reasonable judgment of Landlord, the Premises and the
Building cannot be substantially repaired and restored under applicable Laws
within eighteen (18) months from the start of construction, excluding any
construction performed to clean up the Building and place it in a safe
condition pending commencement of restoration work;

            (b) If, in the reasonable judgment of Landlord, adequate proceeds
are not, for any reason other than Landlord's failure to maintain the insurance
required by Section 10.2, made available to Landlord from Landlord's insurance
policies (and/or from Landlord's funds made available for such purpose, at
Landlord's sole option) to make the required repairs;

            (c) If the Building is damaged or destroyed to the extent that, in
the reasonable judgment of Landlord, the cost to repair and restore the Building
would exceed fifty percent (50%) of the full replacement cost of the Building,
whether or not the Premises are at all damaged or destroyed;

            (d) If the fire or other casualty occurs during the last two years
of the Term and Tenant does not exercise its right, if any, to extend the Term
within 60 days after the casualty; or

            (e) If the damage occurs after December 31, 2011 and also affects
other portions of the project, and if the owner(s) of such portion(s) of the
project elect not to restore such portion(s).

      If any of the circumstances described in subparagraphs (a), (b), (c) or
(d) of this Section 11.2 occur or arise, Landlord shall give Tenant notice
within ninety (90) days after the date of the casualty, specifying whether
Landlord elects to terminate this Lease as provided above and, if not,
Landlord's estimate of the time required to complete Landlord's repair
obligations under this Lease.

      11.3 Tenant's Right to Terminate. If all or a substantial part of the
Premises are rendered untenantable or inaccessible by damage to all or any part
of the Property from fire or other casualty, and Landlord does not elect to
terminate as provided above, then Tenant may elect to terminate this Lease if
Landlord's estimate (certified by Landlord's Architect or Contractor) of the
time required to complete Landlord's repair obligations under this Lease is
greater than eighteen (18) months or if such damage occurs in the last two (2)
years of the Term, in which event Tenant may elect to terminate this Lease by
giving Landlord notice of such election to terminate within sixty (60) days
after Landlord's notice to Tenant pursuant to Section 11.2 - Landlord's Right to
Terminate.


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<PAGE>

12.   CONDEMNATION.

      12.1 Definitions.

            (a) "Award" shall mean all compensation, sums, or anything of value
awarded, paid or received on a total or partial Condemnation.

            (b) "Condemnation" shall mean (i) a permanent taking (or a temporary
taking for a period extending beyond the end of the Term) pursuant to the
exercise of the power of condemnation or eminent domain by any public or
quasi-public authority, private corporation or individual having such power.
("Condemnor"), whether by legal proceedings or otherwise, or (ii) a voluntary
sale or transfer by Landlord to any such authority, either under threat of
condemnation or while legal proceedings for condemnation are pending.

            (c) "Date of Condemnation" shall mean the earlier of the date that
title to the property taken is vested in the Condemnor or the date the Condemnor
has the right to possession of the property being condemned.

      12.2. Effect on Lease.

            (a) If the Premises are totally taken by Condemnation, this Lease
shall terminate as of the Date of Condemnation. If a portion but not all of the
Premises is taken by Condemnation, this Lease shall remain in effect; provided,
however, that if the portion of the Premises remaining after the Condemnation
will be unsuitable for Tenant's continued use, then upon notice to Landlord
within thirty (30) days after Landlord notifies Tenant of the Condemnation,
Tenant may terminate this Lease effective as of the Date of Condemnation.

            (b) If twenty-five percent (25%) or more of the Building is taken by
Condemnation, or if as a result of any Condemnation the Building is no longer
reasonably suitable for use as an office building, whether or not any portion of
the Premises is taken, Landlord or Tenant may elect to terminate this Lease,
effective as of the Date of Condemnation, by notice to Tenant within thirty (30)
days after the Date of Condemnation.

            (c) If all or a portion of the Premises is temporarily taken by a
Condemn or for a period of more than one year, then upon notice to Landlord
within 60 days after Landlord notifies Tenant of the Condemnation, Tenant may
terminate this Lease effective as of the Date of Condemnation.

      12.3 Restoration. If this Lease is not terminated as provided in Section
12.2 - Effect on Lease, Landlord, at its expense, shall diligently proceed to
repair and restore the Premises to substantially its former condition (to the
extent permitted by then applicable Laws) and/or repair and restore the
Building to an architecturally complete office building; provided, however, that
Landlord's obligations to so repair and restore shall be limited to the amount
of any Award received by Landlord and not required to be paid to any Mortgagee
(as defined in Section 19.2 below). In no event shall Landlord have any
obligation to repair or replace any improvements in the Premises


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<PAGE>

beyond the amount of any Award received by Landlord for such repair or to repair
or replace any of Tenant's personal property, Trade Fixtures, or Alterations.

      12.4 Abatement and Reduction of Rent. If any portion of the Premises is
taken in a Condemnation or is rendered permanently untenantable by repairs
necessitated by the Condemnation, and this Lease is not terminated, the Base
Rent and Additional Rent payable under this Lease shall be proportionally
reduced as of the Date of Condemnation based upon the percentage of rentable
square feet in the Premises so taken or rendered permanently untenantable. In
addition, if this Lease remains in effect following a Condemnation and Landlord
proceeds to repair and restore the Premises, the Base Rent and Additional Rent
payable under this Lease shall be abated during the period of such repair or
restoration to the extent such repairs prevent Tenant's use of the Premises.

      12.5 Awards. Any award made shall be paid to Landlord, and Tenant hereby
assigns to Landlord, and waives all interest in or claim to, any such award,
including any claim for the value of the unexpired Term; provided, however, that
Tenant shall be entitled to receive, or to prosecute a separate claim for, an
award for a temporary taking of the Premises or a portion thereof by a Condemn
or where this Lease is not terminated (to the extent such award relates to the
unexpired Term), or an award or portion thereof separately designated for
relocation expenses or the interruption of or damage to Tenant's business or as
compensation for Tenant's personal property, Trade Fixtures or Alterations.

13.   ASSIGNMENT AND SUBLETTING.

      13.1 Landlord's Consent Required. Tenant shall not assign this Lease or
any interest therein, or sublet or license or permit the use or occupancy of the
Premises or any part thereof by or for the benefit of anyone other than Tenant,
or in any other manner transfer all or any part of Tenant's interest under this
Lease (each and all a "Transfer"), without the prior written consent of
Landlord, which consent (subject to the other provisions of this Section 13)
shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any
provision in this Lease to the contrary, Tenant shall not mortgage, pledge,
hypothecate or otherwise encumber this Lease or all or any part of Tenant's
interest under this Lease. Notwithstanding the foregoing, Landlord's consent
shall not be required with respect to (i) an assignment of this Lease to any
entity which controls, is controlled by or is under common control with Tenant,
or which acquires substantially all of the assets or capital stock of Tenant, or
(ii) a sublease of one floor or less of the Premises, or (iii) the occupancy of
space in the Premises by business partners, customers, contractors or
consultants of Tenant.

      13.2 Reasonable Consent.

            (a) Prior to any proposed Transfer, Tenant shall submit in writing
to Landlord (i) the name and legal composition of the proposed assignee,
subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the
nature of the business proposed to be carried on in the Premises; (iii) a
current balance sheet income statements for the last two years and such other
reasonable financial and other information concerning the Proposed Transferee as
Landlord may request; and (iv) a copy of the proposed assignment, sublease or
other agreement governing the


                                       33
<PAGE>

proposed Transfer. Within fifteen (15) calendar days after Landlord receives all
such information it shall notify Tenant whether it approves or disapproves such
Transfer.

            (b) Tenant acknowledges and agrees that, among other circumstances
for which Landlord could reasonably withhold consent to a proposed Transfer, it
shall be reasonable for Landlord to withhold consent where (i) the Proposed
Transferee does not intend itself to occupy the majority portion of the Premises
assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed
Transferee's business operating ability or history, reputation or
creditworthiness or the character of the business to be conducted by the
Proposed Transferee at the Premises, (iii) the proposed Transfer would violate
any "exclusive" rights of any tenants in the Building, (iv) Landlord or
Landlord's agent has shown space in the Building to the Proposed Transferee or
responded to any inquiries from the Proposed Transferee or the Proposed
Transferee's agent concerning availability of space in the Building, at any time
within the preceding nine months, and Landlord has reasonably comparable space
available for lease in the Building at the proposed time of Transfer or (v) the
Proposed Transferee is an existing tenant in the Building and Landlord has
reasonably comparable space available for lease in the Building. If Tenant
publicly offers or advertises to the general public all or any portion of the
Premises for assignment or sublease such public offers may not state a rental
less than that then sought by Landlord for a direct lease (non-sublease) of
comparable space in the Building. The foregoing restriction does not prohibit
Tenant from distributing marketing material to real estate brokers or potential
subtenants which contain a stated rental that is less, than that sought by
Landlord.

      13.3 Excess Consideration. If Landlord consents to the Transfer, Tenant
shall pay to Landlord as additional rent, within ten (10) days after receipt by
Tenant, one-half of any consideration paid by any transferee (the "Transferee")
for the Transfer, including, in the case of a sublease, the excess of the rent
and other consideration payable by the subtenant over the amount of Base Rent
and Additional Rent payable hereunder applicable to the subleased space. Tenant
shall, however, be permitted to first recover from such consideration its
reasonable transactions costs, including, but not limited to, costs for
brokerage fees, attorney's fees, architectural fees, and improvement costs. This
section shall not be applicable in the event of an assignment of this Lease to
any entity which controls, is controlled by or is under common control with
Tenant, or which acquires substantially all of the assets or capital stock of
Tenant.

      13.4 No Release Of Tenant. No consent by Landlord to any Transfer shall
relieve Tenant of any obligation to be performed by Tenant under this Lease,
whether occurring before or after such consent, assignment, subletting or other
Transfer. Each Transferee shall be jointly and severally liable with Tenant (and
Tenant shall be jointly and severally liable with each Transferee) for the
payment of Rent (or, in the case of a sublease, rent in the amount set forth in
the sublease) and for the performance of all other terms and provisions of this
Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any
such Transferee from the obligation to obtain Landlord's express prior written
consent to any subsequent Transfer by Tenant or any Transferee. The acceptance
of Rent by Landlord from any other person (whether or not such person is an
occupant of the Premises) shall not be deemed to be a waiver by Landlord of any
provision of this Lease or to be a consent to any Transfer.

      13.5 Effectiveness of Transfer. Prior to the date on which any permitted
Transfer (whether or not requiring Landlord's consent) becomes effective, Tenant
shall deliver to Landlord a


                                       34
<PAGE>

counterpart of the fully executed Transfer document and Landlord's standard form
of Consent to Assignment or Consent to Sublease executed by Tenant and the
Transferee in which each of Tenant and the Transferee confirms its obligations
pursuant to this Lease. Failure or refusal of a Transferee to execute any such
instrument shall not release or discharge the Transferee from liability as
provided herein. The voluntary, involuntary or other surrender of this Lease by
Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a
merger, and any such surrender or cancellation shall, at the option of Landlord,
either terminate all or any existing subleases or operate as an assignment to
Landlord of any or all of such subleases.

      13.6 Assignment of Sublease Rents. Tenant hereby absolutely and
irrevocably assigns to Landlord any and all rights to receive rent and other
consideration from any sublease and agrees that Landlord, as assignee or as
attorney-in-fact for Tenant for purposes hereof, or a receiver for Tenant
appointed on Landlord's application may (but shall not be obligated to) collect
such rents and other consideration and apply the same toward Tenant's
obligations to Landlord under this Lease; provided, however, that Landlord
grants to Tenant at all times prior to occurrence of an Event of Default by
Tenant a revocable license to collect such rents (which license shall
automatically and without notice be and be deemed to have been revoked and
terminated immediately upon any Event of Default).

14.   DEFAULT AND REMEDIES.

      14.1 Events of Default. The occurrence of any of the following shall
constitute a "Event of Default" by Tenant:

            (a) Tenant fails to make either any payment of Rent when due, or any
payment required to replenish the security deposit within the time provided in
Section 4 above, if payment of either or both in full is not received by
Landlord within three (3) business days after written notice that it is due.

            (b) Tenant abandons the Premises and Tenant is not using
commercially reasonable efforts to assign or sublease the Premises.

            (c) Tenant fails to timely deliver any subordination document,
estoppel certificate or financial statement requested by Landlord within the
applicable time period specified in Sections 19 - Encumbrances - and 20 -
Estoppel Certificates and Financial Statements - below.

            (d) Tenant assigns this Lease or sublets any portion of the Premises
without obtaining the consent of Landlord if such consent is required.

            (e) Tenant ceases doing business as a going concern; makes an
assignment for the benefit of creditors; is adjudicated an insolvent, files a
petition (or files an answer admitting the material allegations of a petition)
seeking relief under any state or federal bankruptcy or other statute, law or
regulation affecting creditors' rights; all or substantially all of Tenant's
assets are subject to judicial seizure or attachment and are not released within
60 days, or Tenant consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for Tenant or for all or any substantial part of Tenant's
assets.


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<PAGE>

            (f) Tenant fails, within ninety (90) days after the commencement of
any proceedings against Tenant seeking relief under any state or federal
bankruptcy or other statute, law or regulation affecting creditors' rights, to
have such proceedings dismissed or Tenant fails, within ninety (90) days after
an appointment, without Tenant's consent or acquiescence, of any trustee,
receiver or liquidator for Tenant or for all or any substantial part of Tenant's
assets, to have such appointment vacated.

            (g) Tenant fails to perform or comply with any provision of this
Lease other than those described in (a) through (f) above, and does not fully
cure such failure within thirty (30) days after notice to tenant or, if such
failure cannot be cured within such thirty (30)-day Period, Tenant fails within
such thirty (30)-day period to commence, and thereafter diligently proceed
with, all actions necessary to cure such failure as soon as reasonably possible
but in all events within one hundred twenty (120) days of such notice; provided,
however, that if Landlord in Landlord's reasonable judgment determines that such
failure cannot or will not be cured by Tenant within such one hundred twenty
(120) days, then such failure shall constitute an Event of Default immediately
upon such notice to Tenant.

       14.2 Remedies. Upon the occurrence of an Event of Default, Landlord shall
have the following remedies, which shall not be exclusive but shall be
cumulative and shall be in addition to any other remedies now or hereafter
allowed by law:

            (a) Landlord may terminate Tenant's right to possession of the
Premises at any time by written notice to Tenant. Tenant expressly acknowledges
that in the absence of such written notice from Landlord, no other act of
Landlord, including re-entry into the Premises, efforts to relet the Premises,
reletting of the Premises for Tenant's account, storage of Tenant's personal
property and Trade Fixtures, acceptance of keys to the Premises from Tenant or
exercise of any other rights and remedies under this Section, shall constitute
an acceptance of Tenant's surrender of the Premises or constitute a termination
of this Lease, or of Tenant's right to possession of the Premises. Upon such
termination in writing of Tenant's right to possession of the Premises, as
herein provided, Landlord may (but shall have no obligation to) relet the
Premises or any portion thereof for the account of Tenant on such terms as
Landlord may elect.

            (b) Landlord may cure the Event of Default at Tenant's expense. If
Landlord pays any sum or incurs any expense in curing the Event of Default,
Tenant shall reimburse Landlord upon demand for the amount of such payment or
expense with interest at the Interest Rate from the date the sum is paid or the
expense is incurred until Landlord is reimbursed by Tenant.

            (c) Landlord may remove all Tenant's property from the Premises, and
such property may be stored by Landlord in a public warehouse or elsewhere at
the sole cost and for the account of Tenant. If Landlord does not elect to store
any or all of Tenant's property left in the Premises, Landlord may consider such
property to be abandoned by Tenant, and Landlord may thereupon dispose of such
property in any manner deemed appropriate by Landlord. Any proceeds realized by
Landlord on the disposal of any such property shall be applied first to offset
all expenses of storage and sale, then credited against Tenant's outstanding
obligations to Landlord under this Lease, and any balance remaining after
satisfaction of all obligations of Tenant under this Lease shall be delivered to
Tenant.


                                       36
<PAGE>

      14.3 Current Damages. In the event of any such termination pursuant to
Section 14.2 (a) hereof, Tenant will pay to Landlord the Base Rent and all
Additional Rent and other sums required to be paid by Tenant up to the time of
such termination, and thereafter Tenant, until the end of what would have been
the Term of this Lease in the absence of such termination, whether or not the
Premises or any part thereof shall have been relet, shall be liable to Landlord
for and shall pay to Landlord, as liquidated and agreed current damages for
Tenant's default, (a) the Base Rent and all Additional Rent and other sums that
would be payable under this Lease by Tenant in the absence of such termination,
plus, (b) all reasonable expenses directly or indirectly incurred by Landlord in
connection with such termination and repossession and any reletting effected for
the account of Tenant pursuant to Section 14.2(a) hereof (including, without
limitation, all repossession costs, brokerage commissions, legal expenses,
attorney's fees, employees' expenses, alteration costs and expenses of preparing
for such reletting), less (c) the proceeds, if any, of such reletting. Tenant
will pay such current damages monthly on the days on which the Base Rent would
have been payable under this Lease in the absence of such termination, and
Landlord shall be entitled to recover the same from Tenant on each such day.

      14.4 Final Damages. At any time after any such termination, whether or not
Landlord shall have collected any current damages as aforesaid, Landlord shall
be entitled to recover from Tenant and Tenant will pay to Landlord on demand, as
and for liquidated and agreed final damages beyond the date of such demand, an
amount equal to the excess of (i) all past due Base Rent and Additional Rent
plus the present value of all Base Rent and Additional Rent that would be
payable under this Lease from the date of such demand (or, if it be earlier, the
date to which Tenant shall have satisfied in full its obligations under Section
14.3 hereof to pay current damages) for what would be the unexpired Term of this
Lease in the absence of such termination, over (ii) the present value of the
fair market rental for the Premises at the date of such demand, which present
value shall in each case be determined by the application of a discount factor
of 8% per annum.

      14.5 Default by Landlord. If Landlord defaults in the performance of any
of its obligations under this Lease, which default continues for a period of
more than 30 days after receipt of written notice from Tenant specifying such
default, or if such default is of a nature to require more than 30 days for
remedy and continues beyond the time reasonably necessary to cure (and Landlord
has not undertaken procedures to cure the default within such 30 day period and
diligently pursued efforts to complete cure), in addition to any other remedy
available at law or in equity, Tenant may at its option, upon written notice,
incur any reasonable expense necessary to perform the obligation of Landlord
specified in such notice and deduct such expense form the Rent or other charges
next becoming due.

15. LATE CHARGE AND INTEREST.

      15.1 Late Charge. If any payment of Rent is not received by Landlord
within three (3) days of the date when due and Tenant has been more than three
(3) days delinquent on at least one (1) previous occasion in the same calendar
year, Tenant shall pay to Landlord as Additional Rent on demand as a late charge
a sum equal to 2 percent (2%) of the installment not paid when due. A late
charge shall not be imposed more than once on any particular installment not
paid when due, but imposition of a late charge on any payment not made when due
does not eliminate or supersede


                                       37
<PAGE>

late charges imposed on other (prior) payments not made when due or preclude
imposition of a late charge on other installments or payments not made when due.

      15.2 INTEREST. In addition to the late charges referred to above, which
are intended to defray Landlord's costs resulting from late payments if Tenant
has been more than (3) days delinquent on at least (1) previous occasion in the
same calendar year, any payments from Tenant to Landlord not paid within three
(3) days on the date when due shall bear interest from the date due until paid
to Landlord by Tenant at the variable rate of two percent (2%) per annum over
the Reference Rate charged by U.S. Bank National Association (or its successor)
or the maximum lawful rate that Landlord may charge to Tenant under applicable
laws, whichever is less (the "Interest Rate"). Acceptance of any late charge
and/or interest shall not constitute a waiver of Tenant's default with respect
to the overdue sum or prevent Landlord from exercising any of its other rights
and remedies under this Lease.

16. WAIVER. No provisions of this Lease shall be deemed waived by either
Landlord or Tenant unless such waiver is in a writing signed by the other party.
The waiver by either party of any breach of any provision of this Lease shall
not be deemed a waiver of such provision or of any subsequent breach of the same
or any other provision of this Lease. No delay or omission in the exercise of
any right or remedy of either party upon any default by either party shall
impair such right or remedy or be construed as a waiver. Landlord's acceptance
of any payments of Rent due under this Lease shall not be deemed a waiver of any
default by Tenant under this Lease (including Tenant's recurrent failure to
timely pay Rent) other than Tenant's nonpayment of the accepted sums, and no
endorsement or statement on any check or payment or in any letter or document
accompanying any check or payment shall be deemed an accord and satisfaction.
The consent to or approval of any act requiring the consent or approval of the
other party shall not be deemed to waive or render unnecessary consent to or
approval of any subsequent act.

17. ENTRY, INSPECTION AND CLOSURE. Upon reasonable oral or written notice to
Tenant (and without notice in emergencies) and in compliance with Tenant's
security procedures (except in event of emergency); Landlord and its authorized
representatives may enter the Premises at all reasonable times to: (a) determine
whether the Premises are in good condition, (b) determine whether Tenant is
complying with its obligations under this Lease, (c) perform any maintenance or
repair of the Premises or the Building that Landlord has the right or obligation
to perform, (d) install or repair improvements for other tenants where access to
the Premises is required for such installation or repair, (e) serve, post or
keep posted any notices required or allowed under the provisions of this Lease,
(f) show the Premises to prospective brokers, agents, buyers, transferees,
Mortgagees or tenants (but, as to potential tenants and brokers, only during the
last nine months of the Term), or (g) do any other act or thing necessary for
the safety or preservation of the Premises or the Building. When reasonably
necessary Landlord may temporarily close entrances, doors, corridors, elevators
or other facilities in the Building without liability to Tenant by reason of
such closure. Landlord shall conduct its activities under this Section in a
manner that will minimize inconvenience to Tenant without incurring additional
expense to Landlord. Except as provided below, in no event shall Tenant be
entitled to an abatement of rent on account of any entry by Landlord, and
Landlord shall not be liable in any manner for any inconvenience, loss of
business or other damage to Tenant or other persons arising out of Landlord's
entry on Premises in accordance with this Section. No action by Landlord
pursuant to this paragraph shall constitute an eviction of Tenant, constructive
or otherwise, entitle Tenant to an abatement of Rent or to terminate


                                       38
<PAGE>

this Lease or otherwise release Tenant from any of Tenant's obligations under
this Lease. If Landlord exercises its rights under this Section, and as a result
Tenant cannot operate in all or a portion of the Premises for a period exceeding
four (4) calendar days, rent will abate beginning on the fifth (5th) calendar
day of Landlord's interference and will continue until such interference is
eliminated.

18. SURRENDER AND HOLDING OVER.

      18.1 Surrender. Upon the expiration or termination of this Lease, Tenant
shall surrender the Premises and all Tenant Improvements and Alterations to
Landlord broom-clean and in their original condition, except for reasonable wear
and tear, damage from casualty or condemnation and any changes resulting from
approved Alterations; provided, however, that upon the expiration or termination
of this Lease Tenant shall remove all telephone and other cabling installed in
the Building by Tenant and remove from the Premises all Tenant's personal
property and any Trade Fixtures and all Alterations that Landlord has elected to
require Tenant to remove as provided in Section 6.1 - Tenant Improvements &
Alterations, and repair any damage caused by such removal. If such removal is
not completed before the expiration or termination of the Term, Landlord shall
have the right (but not the obligation) to remove the same, and Tenant shall pay
Landlord on demand for all costs of removal and storage thereof and for the
rental value of the Premises for the period from the end of the Term through the
end of the time reasonably required for such removal. Landlord shall also have
the right to retain or dispose of all or any portion of such property if Tenant
does not pay all such costs and retrieve the property within ten (10) days after
notice from Landlord (in which event title to all such property described in
Landlord's notice shall be transferred to and vest in Landlord). Tenant waives
all claims against Landlord for any damages or loss to Tenant resulting from
Landlord's removal, storage, retention, or disposition of any such property.
Upon expiration or termination of this Lease or Tenant's possession, whichever
is earliest, Tenant shall surrender all keys to the premises or any other part
of the Building and shall deliver to Landlord all keys for or make known to
Landlord the combination of locks on all safes, cabinets and vaults that may be
located in the Premises. Tenant's obligations under this Section shall survive
the expiration or termination of this Lease.

      18.2 Holding Over. If Tenant (directly or through any Transferee or other
successor-in-interest of Tenant) remains in possession of the Premises after the
expiration or termination of this Lease, Tenant's continued possession shall be
on the basis of a tenancy at the sufferance of Landlord. In such event, Tenant
shall continue to comply with or perform all the terms and obligation of Tenant
under this Lease, except that the monthly Base Rent during Tenant's holding over
shall be 1-1/2 (150%) the Base Rent payable in the last full month prior to the
termination hereof, prorated for the number of days held over, but only prorated
if such holding over does not exceed (5) days. Tenant shall indemnify, defend
and hold Landlord harmless from and against all claims arising or resulting
directly or indirectly from Tenant's failure to timely surrender the Premises
within the grace period, including (i) any rent payable by or any loss, cost, or
damages claimed by any prospective tenant of the Premises, and (ii) Landlord's
damages as a result of such prospective tenant rescinding or refusing to enter
into the prospective lease of the Premises by reason of such failure to timely
surrender the Premises.


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<PAGE>

19. ENNCUMBRANCES.

      19.1 Subordination. This Lease is expressly made subject and subordinate
to the lien of any mortgage, deed of trust, ground lease, underlying lease or
like encumbrance affecting any part of the Property or any interest of Landlord
therein which is now existing or hereafter executed or recorded ("Encumbrance");
provided, however, that such subordination shall only be effective, as to future
Encumbrances, if the holder of the Encumbrance agrees that this Lease shall
survive the termination of the Encumbrance by lapse of time, foreclosure or
otherwise so long as Tenant is not in default under this Lease beyond any
applicable cure period and further provided, the subordination of Tenant's
rights hereunder to any existing ground lessor, deed of trust beneficiary or
mortgagee is conditioned upon the ground lessor, deed of trust beneficiary or
the mortgagee (i) agreeing that Tenant's peaceable possession of the Premises
and its rights under this Lease will not be disturbed so long as Tenant is not
in default under the terms of this Lease beyond any applicable cure period and
(ii) executing a commercially reasonable Subordination, Non-Disturbance and
Attornment Agreement prior to the Commencement Date. Provided the conditions of
the preceding sentence are satisfied, Tenant shall execute and deliver to.
Landlord, within ten (10) business days after written request therefor by
Landlord and in a form reasonably requested by Landlord, any additional
documents evidencing the subordination of this Lease with respect to any such
Encumbrance and the nondisturbance agreement of the holder of any such
Encumbrance. If the interest of Landlord in the Property is transferred pursuant
to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall
immediately and automatically attorn to the new owner, and this lease shall
continue in full force and effect as a direct lease between the transferee and
Tenant on the terms and conditions set forth in this Lease.

      19.2 Mortgagee Protection. Tenant agrees to give any holder of any
Encumbrance covering any part of the Property ("Mortgagee"), by registered mail,
a copy of any notice of default served upon Landlord, provided that prior to
such notice Tenant has been notified in writing (by way of notice of assignment
of rents and leases, or otherwise) of the address of such Mortgagee. If Landlord
shall have failed to cure such default within thirty (30) days from the
effective date of such notice of default, then the Mortgagee shall have an
additional thirty (30) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
to cure such default, provided Mortgagee commences cure within the thirty (30)
day period and diligently proceeds with all action necessary to cure the default
as soon as reasonably possible. Nothing in this Section 19.2 shall limit rights
of Tenant under Section 14.5 hereof.

20. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

      20.1 Estoppel Certificates. Within ten (10) business days after written
request therefor, Landlord or Tenant shall execute and deliver to the other
party, in a form provided by or satisfactory to the requesting party, a
certificate stating that this Lease is in full force and effect (or if it is
not, stating the qualifications), describing any amendments or modifications
hereto, acknowledging that this Lease is subordinate or prior, as the case may
be, to any Encumbrance and stating any other information the requesting party
may reasonably request, including the Term, the monthly Base Rent, the date to
which Rent has been paid, the amount of any Security Deposit or prepaid rent,
whether either party hereto is in default under the terms of the Lease, and
whether Landlord has completed its construction obligations hereunder (if any).
Any person or entity


                                       40
<PAGE>

purchasing, acquiring an interest in or extending financing with respect to the
Building shall be entitled to rely upon any such certificate. If Tenant fails to
deliver the estoppel certificate within the ten (10) business days, Landlord
shall deliver to Tenant a second written request therefor. If Tenant fails to
deliver such certificate within ten (10) days after Landlord's second written
request therefor, Tenant shall be liable to Landlord for liquidated damages in
the amount of $10,000 per day for each day such certificate is delayed.

      20.2 Financial Statements. Within ten (10) days after written request
therefor, but not more than once a quarter, Tenant shall deliver to Landlord a
copy of the financial statements (including at least a quarter end balance sheet
and a statement of profit and loss) of Tenant for each of the four most recently
completed quarters, prepared in accordance with generally accepted accounting
principles (and, if such is Tenant's normal practice, audited by an independent
certified public accountant), all then available subsequent interim statements,
and such other financial information as may reasonably be requested by Landlord
or required by any Mortgagee. If Tenant is a publicly held entity, the financial
information to be provided shall be limited to that information publicly
available.

      21. NOTICES. Any notice, demand, request, consent or approval that either
party desires or is required to give to the other party under this Lease shall
be in writing and shall be served persona11y, delivered by messenger or courier
service, or sent by U.S. certified mail, return receipt requested, postage
prepaid, addressed to the other party at the party's address for notices set
forth in the Basic Lease Information. Any notice required pursuant to any Laws
may be incorporated into, given concurrently with or given separately from any
notice required under this Lease. Notices shal1 be deemed to have been given and
be effective on the earlier of (a) receipt (or refusal of delivery or receipt),
or (b) one (1) day after acceptance by the independent service for delivery, if
sent by independent messenger or courier service, or three (3) days after
mailing if sent by mail in accordance with this Section. Either party may change
its address for notices hereunder, effective fifteen (15) days after notice to
the other party complying with this Section. If Tenant sublets the Premises,
notices from Landlord shall be effective on the subtenant when given to Tenant
pursuant to this Section.

      22. ATTORNEYS' FEES. In the event of any dispute between Landlord and
Tenant in any way related to this Lease, and whether involving contract and/or
tort claims, the non-prevailing party shall pay to the prevailing party all
reasonable attorneys' fees and costs and expenses of any type, without
restriction by statute, court rule or otherwise, incurred by the prevailing
party in connection with any action or proceeding (including any appeal and the
enforcement of any judgment or award), whether or not the dispute is litigated
or prosecuted to final judgment (collectively, "Fees"). The "prevailing party"
shall be determined based upon an assessment of which party's major arguments or
positions taken in the action or proceeding could fairly be said to have
prevailed (whether by compromise, settlement, abandonment by the other party of
its claim or defense, final decision, after any appeals, or otherwise) over the
other party's major arguments or positions on major disputed issues. Any Fees
incurred in enforcing a judgment shall be recoverable separately from any other
amount included in the judgment and shall survive and not be merged in the
judgment. The Fees shall be deemed an "actual pecuniary loss" within the meaning
of Bankruptcy Code Section 365(b)(1)(B), and notwithstanding the foregoing, all
Fees incurred by either party in any bankruptcy case filed by or against the
other party, from and


                                       41
<PAGE>

after the order for relief until this Lease is rejected or assumed in such
bankruptcy case, will be obligations of the debtor" as that phrase is used in
Bankruptcy Code Section 365(d)(3).

      23. QUIET POSSESSION. Subject to Tenant's full and timely performance of
all of Tenant's obligations under this Lease and subject to the terms of this
Lease, including Section 19 - Encumbrances, Tenant shall have the quiet
possession of the Premises throughout the Term as against any persons or
entities lawfully claiming by, through or under Landlord. Landlord represents
and warrants that (i) as of the Commencement Date Landlord will be the fee
simple owner and record title holder of the Building, (ii) Landlord has not
received any notice and has no knowledge of any eminent domain or other similar
proceeding which would affect all of any portion of the Building or the
Premises, (iii) Landlord has the full right, power and authority to enter into
this Lease, (iv) the reciprocal easement and operation agreement which Landlord
will execute after the date this Lease is executed and which will contain
certain rights and obligations affecting the Building, as part of the project,
will not have a material, adverse effect on Tenant's use and enjoyment of the
Premises and the common areas of the Building, (v) that Tenant or any permitted
assignee or sublessee of Tenant, upon the payment of the Rent and performance of
the covenants in this Lease, will and may peaceably and quietly have, hold and
enjoy the Premises and improvements thereon during the Term or any renewal or
extension thereof. Additionally, Landlord may not take any action that will
unreasonably interfere with Tenant's use of the Premises, or ingress and egress
to and from the Premises or across the project.

      24. SECURITY MEASURES. Landlord may, but shall be under no obligation to,
implement security measures for the Building, such as the registration or search
of all persons entering or leaving the Building, requiring identification for
access to the Building, evacuation of the Building for cause, suspected cause,
or for drill purposes, the issuance of magnetic pass cards or keys for Building
or elevator access and other actions that Landlord deems necessary or
appropriate to prevent any threat of property loss or damage, bodily injury or
business interruption; provided, however, that such measures shall be
implemented in a way as not to inconvenience tenants of the Building
unreasonably. Tenant, its shareholders, officers, directors, employees, agents
and other persons permitted occupancy under Section 13.1(iii), shall have
access to the Premises 24 hours per day, seven days per week. If Landlord uses
an access card system, Landlord may require Tenant to pay Landlord a reasonable
deposit for each after-hours Building access card issued to Tenant. Tenant shall
be responsible for any loss, theft or breakage of any such cards, which must be
returned by Tenant to Landlord upon expiration or earlier termination of the
Lease. Landlord may retain the deposit for any card not so returned. Landlord
shall at all times have the right to change, alter or reduce any such security
services or measures. Tenant shall cooperate and comply with, and cause Tenant's
Representatives and Visitors to cooperate and comply with, such security
measures. Landlord, its agents and employees shall have no liability to Tenant
or its Representatives or Visitors for the implementation or exercise of, or the
failure to implement or exercise, any such security measures or for any
resulting disturbance of Tenant's use or enjoyment of the Premises.

      25. FORCE MAJEURE. If either Landlord or Tenant is delayed, interrupted or
prevented from performing any of its obligations under this Lease, including its
obligations under the Construction Rider but excluding the payment of Rent, and
such delay, interruption or prevention is due to fire, act of God, governmental
act or failure to act, labor dispute, unavailability of materials or any cause
outside the reasonable control of Landlord or Tenant, then the time for
performance of the affected


                                       42

<PAGE>

obligations of Landlord or Tenant shall be extended for a period equivalent to
the period of such delay, interruption or prevention.

26. RULES AND REGULATIONS. Tenant shall be bound by and shall comply with the
rules and regulations attached to and made a part of this Lease as Exhibit C as
well as any reasonable rules and regulations hereafter adopted by Landlord for
all tenants of the Building which do not materially reduce Tenant's rights or
materially increase Tenant's obligations under this Lease, upon notice to Tenant
thereof (collectively, the "Building Rules"). Landlord shall enforce the
Building Rules in a nondiscriminatory manner. Landlord shall not be responsible
to Tenant or to any other person for any violation of, or failure to observe,
the Building Rules by any other tenant or other person. In the event of a
conflict between the Building Rules and the Lease, the Lease shall prevails.

27. LANDLORD'S LIABILITY. The term "Landlord," as used in this Lease, shall mean
only the owner of owners of the Building at the time in question. In the event
of any conveyance of title to the Building, then from and after the date of such
conveyance, the transferor Landlord shall be relieved of all liability with
respect to Landlord's obligations to be performed under this Lease after the
date of such conveyance. Notwithstanding any other term or provision of this
Lease, the liability of Landlord for its obligations under this Lease is limited
solely to Landlord's interest in the Building and the rents derived therefrom as
the same may from time to time be encumbered, and no personal liability shall at
any time be asserted or enforceable against any other assets of Landlord or
against Landlord's partners or members or its or their respective partners,
shareholders, members, directors, officers or managers on account of any of
Landlord's obligations or actions under this Lease.

28. CONSENTS AND APPROVALS.

      28.1 Determination in Good Faith. Wherever the consent, approval, judgment
or determination of Landlord is required or permitted under this Lease, Landlord
may exercise its good faith business judgment in granting or withholding such
consent or approval or in making such judgment or determination without
reference to any extrinsic standard or reasonableness, unless the specific
provision contained in this Lease providing for such consent, approval, judgment
or determination specifies that Landlord's consent or approval is not to be
unreasonably withheld, or that such judgment or determination is to be
reasonable, or otherwise specifies the standards under which Landlord may
withhold its consent. If it is determined that Landlord failed to give its
consent where it was required to do so under this Lease, Tenant shall be
entitled to injunctive relief but shall not to be entitled to monetary damages
or to terminate this Lease for such failure.

      28.2 No Liability Imposed on Landlord. The review and/or approval by
Landlord of any item or matter to be reviewed or approved by Landlord under the
terms of this Lease or any Exhibits or Addenda hereto shall not impose upon
Landlord any liability for the accuracy or sufficiency of any such item or
matter or the quality or suitability of such item for its intended use. Any such
review or approval is for the sole purpose of protecting Landlord's interest in
the Building, and no third parties, including Tenant or the Representatives and
Visitors of Tenant or any person or entity claiming by, through or under Tenant,
shall have any rights as a consequence thereof.


                                       43
<PAGE>

      29. WAIVER OF RIGHT TO JURY TRIAL. Landlord and Tenant waive their
respective rights to trial by jury of any contract or tort claim, counterclaim,
cross-complaint, or cause of action in any action, proceeding, or hearing
brought by either party against the other on any matter arising out of or in any
way connected with this Lease, the relationship of Landlord and Tenant, or
Tenant's use or occupancy of the Premises, including any claim of injury or
damage or the enforcement of any remedy under any current or future law,
statute, regulation, code, or ordinance.

      30. BROKERS. Landlord shall pay the fee or commission of the broker or
brokers identified in the Basic Lease Information (the "Broker") in accordance
with Landlord's separate written agreement with the Broker, if any. Tenant
warrants and represents to Landlord that in the negotiating or making of this
Lease neither Tenant nor anyone acting on Tenant's behalf has dealt with any
broker or finder who might be entitled to a fee or commission for this Lease
other than the Broker. Tenant shall indemnify and hold Landlord harmless from
any claim or claims, including costs, expenses and attorney's fees incurred by
Landlord asserted by any other broker or finder for a fee or commission based
upon any dealings with or statements made by Tenant or Tenant's
Representatives.

      31. ENTIRE AGREEMENT. This Lease, including the Exhibits and any Addenda
attached hereto, and the documents referred to herein, if any, constitute the
entire agreement between. Landlord and Tenant with respect to the leasing of
space by Tenant in the Building and supersede all prior or contemporaneous
agreements, understandings, proposals and other representations by or between
Landlord and Tenant, whether written or oral, all of which are merged herein.
Neither Landlord nor Landlord's agents have made any representations or
warranties with respect to the Premises, the Building, the project of which the
Building is a part or this Lease except as expressly set forth herein, and no
rights, easements or licenses shall be acquired by Tenant by implication or
otherwise unless expressly set forth herein. The submission of this Lease for
examination does not constitute an option for the Premises and this Lease shall
become effective as a binding agreement only upon execution and delivery thereof
by Landlord to Tenant.

      32. MISCELLANEOUS. This Lease may not be amended or modified except by a
writing signed by Landlord and Tenant. Subject to Section 13 - Assignment and
Subletting and Section 27 - Landlord's Liability, this Lease shall be binding on
and shall inure to the benefit of the parties and their respective successors,
assigns and legal representatives. The determination that any provisions hereof
may be void, invalid, illegal or unenforceable shall not impair any other
provisions hereof and all such other provisions of this Lease shall remain in
full force and effect. The unenforceability, invalidity or illegality of any
provision of this Lease under particular circumstances shall not render
unenforceable, invalid or illegal other provisions of this Lease, or the same
provisions under other circumstances. This Lease shall be construed and
interpreted in accordance with the laws (excluding conflict of laws principles)
of the State in which the Building is located. The provisions of this Lease
shall be construed in accordance with the fair meaning of the language used and
shall not be strictly construed against either party, even if such party drafted
the provision in question. When required by the context of this Lease, the
singular includes the plural. Wherever the term "including" is used in this
Lease, it shall be interpreted as meaning "including, but not limited to" the
matter or matters thereafter enumerated. The captions contained in this Lease
are for purposes of convenience only and are not to be used to interpret or
construe this Lease. If more than one person or entity is identified as Tenant
hereunder, the obligations of each and all of them under this Lease shall be
joint and several. Time is of the essence with respect


                                       44
<PAGE>

to this Lease, except as to the conditions relating to the delivery of
possession of the Premises to Tenant. Neither Landlord nor Tenant shall record
this Lease; however, Landlord and Tenant must execute a Memorandum of Lease
prior to the Commencement Date and Landlord, at its own cost, will record the
Memorandum of Lease in the appropriate real estate recording office of Hennepin
County.

33. AUTHORITY.

      33.1 Tenant's Authority. If Tenant is a corporation, partnership, limited
liability company or other form of business entity, each of the persons
executing this Lease on behalf of Tenant warrants and represents that Tenant is
a duly organized and validly existing entity, that Tenant has full right and
authority to enter into this Lease and that the persons signing on behalf of
Tenant are authorized to do so and have the power to bind Tenant to this Lease.
Tenant shall provide Landlord upon request with evidence reasonably satisfactory
to Landlord confirming the foregoing representations.

      33.2 Landlord's Authority. If Landlord is a corporation, partnership,
limited liability company or other form of business entity, each of the persons
executing this Lease on behalf of Landlord warrants and represents that Landlord
is a duly organized and validly existing entity, that Landlord has full right
and authority to enter into this Lease and that the persons signing on behalf
of Landlord are authorized to do so and have the power to bind Landlord to this
Lease. Landlord shall provide Tenant upon request with evidence reasonably
satisfactory to Tenant confirming the foregoing representations.

34. LANDLORD'S ASSUMPTION OF TENANT'S LEASE. Tenant has previously entered into
a lease ("Existing Lease") with Midwest Real Estate Holdings, Inc. for
approximately 81,469 rentable square feet of space in the Midwest Plaza Building
in downtown Minneapolis ("Midwest Plaza Space"). As an inducement for Tenant
to enter into this Lease, Landlord agrees to assume responsibility for payment
of the rent due under the Existing Lease for the period from April 1, 2002 to
August 31, 2004 ("Remaining Term"), but in no event more than $4,400,000 ("Total
Remaining Rent"), upon and subject to the following conditions:

      (a) On or before December 31, 2001, Tenant shall (i) notify Landlord of
its election to have Landlord assume responsibility for payment of the Total
Remaining Rent, (ii) completely vacate the Midwest Plaza Space and (iii) have
exercised its First Expansion Option with respect to two (2) floors.

      (b) No Event of Default shall occur hereunder. If an Event of Default
shall occur hereunder, Landlord shall have no further obligations whatsoever
under this Section 34.

      (c) If the conditions contained in paragraph (a) hereof are satisfied,
Landlord shall have the right (and shall use commercially reasonable efforts) to
attempt to reduce the Total Remaining Rent by either negotiating a termination
of the Existing Lease, obtaining an assignment thereof or subleasing all or
portions of the Midwest Plaza Space on terms acceptable to Landlord in its
reasonable discretion. Landlord agrees to keep Tenant fully advised of such
efforts, and Tenant agrees to cooperate therein.


                                       45
<PAGE>




      (d) Commencing April 1, 2002 and continuing thereafter for the remainder
of the primary Term, the annual Base Rent payable by Tenant with respect to the
initial Premises (i.e. approximately 217,775 square feet of rentable area) shall
be increased by $1.84 per rentable square foot.

      (e) If the Midwest Plaza Space is subleased during the Remaining Term, the
rental income shall be applied first to pay all costs incurred in connection
with such sublease(s), and the remainder shall be shared by Landlord and Tenant
as follows: 60% to Landlord and 40% to Tenant until Landlord has received One
Million Three Hundred Twenty Thousand and 00/100 Dollars ($1,320,000.00) and
thereafter entirely to Tenant. If a termination of the Existing Lease is
negotiated during the Remaining Term, the Landlord shall pay to Tenant the
amount, if any, by which Three Million Eighty Thousand and 00/100 Dollars
($3,080,000.00) exceeds the total of (i) the amount paid by Landlord for such
termination, plus (ii) the present value (determined using a discount factor of
8% per annum) of the monthly rent under the Existing Lease paid by Landlord
prior to termination. Any sublease rental income-received prior to termination.
shall be shared by Landlord and Tenant as provided above.

      (f) Tenant may elect to retain a portion of the Midwest Plaza Space, but
in no event shall the vacated Midwest Plaza Space be other than full floors.
In such event, Tenant shall pay the rent due under the Existing Lease with
respect to the space which it retains and the following provisions hereof shall
be modified as follows:

      (i)   Landlord's maximum liability shall be reduced to the amount which
            bears the same ratio to $4,400,000 as the net rentable area of the
            vacated Midwest Plaza Space bears to 81,469.

      (ii)  The $1.84 per rentable square foot amount in paragraph (d) shall be
            reduced to the amount which bears the same ratio to $1.84 as the
            net rentable area of the vacated Midwest Plaza Space bears to
            81,469.

      (iii) The $1,320,000 amount in paragraph (e) shall be reduced to the
            amount which bears the same ratio to $1,320,000 as the net rentable
            area of the vacated Midwest Plaza Space bears to 81,469.

      (iv)  The $3,080,000 amount in paragraph (e) shall be reduced to the
            amount which bears the same ratio to $3,080,000 as the net rentable
            area of the vacated Midwest Plaza Space bears to 81,469.

35. PARKING. Landlord shall use a commercially reasonable "best effort" to
secure for Tenant's benefit the right to use up to 100 parking spaces in the
parking facility located below the Building. Such spaces shall be for the use of
Tenant's employees, contractors, consultants and visitors. The rate for each
such space shall be determined by the owner and/or operator of the parking
facility.

36. PROJECT/BUILDING NAME. As a material inducement to Tenant to enter into
this Lease, the Building shall be named either "Retek Plaza" or "Retek Tower",
or some other name


                                       46
<PAGE>

containing the name "Retek", as mutually agreed on by Landlord and Tenant
("Building Name"), project signage shall prominently identify the Building Name.
Landlord will install all such signs identifying the project and Building in the
locations shown on Exhibit F.

37. BUILDING.

      37.1 Plans. Landlord shall with reasonable diligence, at Landlord's sole
cost and expenses have the final plans and specifications (collectively, the
"Final Plans") for the Building prepared based on and consistent with the
following:

            (a) The design development drawings prepared by Ellerbe Beckett
      dated October 15, 1999.

            (b) Scope Document attached hereto as Exhibits D & E.

            (c) All further modifications or refinements of any of the foregoing
      agreed to by Landlord and Tenant after the date of this Lease.

      37.2 Tenant's Approval of Plans. Landlord and Tenant acknowledge their
understanding that the time period for the design of the Building, preparation
of the Final Plans and completion of construction is highly compressed and that
the parties' continued diligent, good faith efforts to cooperate in speedily
completing and approving the Final Plans and any subsequent changes thereto is
essential to meeting the Commencement Date. Accordingly, Landlord shall continue
to promptly keep Tenant informed of Landlord's progress in completing the Final
Plans, including without limitation, providing Tenant with copies of additions,
changes and refinements to the comments on the design development drawings and
preliminary plans and specifications. Tenant shall promptly review and provide
Landlord with Tenant's comments on such items. Tenant agrees to cooperate with
and provide input to Landlord's design team in preparing the Final Plans.
Landlord agrees to make a good faith effort to consider and incorporate design
features recommended by Tenant.

38. CONTINGENCY FOR CITY ACTION. Landlord may terminate this Lease by written
notice to tenant on or before December 31, 1999, if the City of Minneapolis has
not taken all actions necessary, in the opinion of Landlord, to allow the
development of the project of which the Building is a part, including but not
limited to:

            (a) approval of all necessary amendments to the Contract for Private
      Redevelopment;

            (b) approval of all necessary variances required under the existing
      zoning code;

            (c) adoption of a new zoning code which provides for
      "grandfathering" of the Project;

            (d) determination that the existing Alternative Urban Areawide
      Review is adequate.

      If Landlord is unable to obtain all necessary government approvals to
construct the project and the Building, on or before November 30, 2000, Tenant
may, upon written notice to Landlord,


                                       47
<PAGE>

terminate this Lease, and all monies paid to Landlord by Tenant hereunder must
be immediately returned to Tenant, and Landlord and Tenant will have no further
obligation under this Lease.

      39. TEMPORARY SPACE CONTINGENCY. Landlord shall make a commercially
reasonable best effort to facilitate the lease by Tenant of approximately 40,000
square feet of space for occupancy by Tenant beginning on or about May 1, 2000
and ending upon, occupancy of the Premises. If Tenant is unable to enter into a
lease for such temporary space (on terms reasonably acceptable to Tenant) by
November 29, 1999, Tenant may, upon written notice to Landlord, terminate this
Lease, and all monies paid to Landlord by Tenant hereunder must be immediately
returned to Tenant, and Landlord and Tenant will have no further obligation
under this Lease.

      IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of
the date first above written.

TENANT:                                        LANDLORD:
RETEK, INC.                                    RYAN 900, LLC

                                               By:  /s/ [SIGNATURE ILLEGIBLE]
                                                    -------------------------
                                               Its: Manager
By: /s/ James Murdy                                 -------------------------
    ---------------------------
    Name: James Murdy
          ---------------------

    Title: Director of Finance
           --------------------

By:
    ---------------------------
    Name:
          ---------------------

    Title:
           --------------------


                                       48
<PAGE>

                                    EXHMIT A

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                          DATED AS OF NOVEMBER 8, 1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                       PREMISES FLOOR PLANS (Preliminary)

                          [Floor plan showing location
                          and configuration of Premises
                                to be inserted.]


                                       49
<PAGE>

                                    EXHIBIT B

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                          DATED AS OF NOVEMBER 8, 1999
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                               CONTSTRUCTION RIDER

      1. BUILDING.

            1.1 Plans. Landlord shall with reasonable diligence, at Landlord's
sole cost and expense, have the final plans and specifications (collectively,
the "Final Plans") for the Building prepared based on and consistent with the
following:

            (a) The Preliminary Building Elevation drawings prepared by Elleerbe
Beckett ("Ellerbe") dated October 15, 1999;

                  (b) Exhibits D & E to this Lease;

                  (c) All further modifications or refinements of any of the
foregoing agreed to by Landlord and Tenant after the date of this Lease.

      1.2 Tenant's Approval of Plans. Landlord and Tenant acknowledge their
understanding that the time period for the preparation of the Final Plans and
completion of construction of the Building is highly compressed and that the
parties' continued diligent, good faith efforts to cooperate in speedily
completing and approving the Final Plans and any subsequent changes thereto is
essential to meeting the Scheduled Commencement Date. Accordingly, Landlord
shall continue to promptly keep Tenant informed of Landlord's progress in
completing the Final Plans, including without limitation, providing Tenant with
copies of additions, changes and refinements to and comments on the design
development drawings and preliminary plans and specifications made by Ellerbe
and Tenant shall promptly review and provide Landlord with Tenant's comments, if
any, on such items.

            1.3 Construction. Landlord shall with reasonable diligence
construct, at Landlord's sole cost and expense, the Building substantially as
shown on the Final Plans. Landlord's responsibility with respect to the
construction and completion of the Building and the Parking Facility shall
include obtaining all required governmental approvals, consents and permits.

      2. TENANT IMPROVEMENTS.


                                       2
<PAGE>

      2.1 Timing. Especially in light of the timing considerations referred to
in Section 1.2 above of this Exhibit B, Landlord and Tenant shall cooperate with
each other to the fullest extent necessary to ensure timely development of the
final plans and specifications for the improvements described in Section 2.2 of
this Exhibit B (the "Tenant Improvements") and the timely construction and
installation of the Tenant Improvements. Attached hereto is a copy of the
construction schedule for the Building and the Tenant Improvements
("Construction Schedule"). The parties acknowledge that Tenant's delivery of the
final plans and specifications for the Tenant Improvements (the "Final Tenant
Improvement Plans") by April 2, 2001, and Landlord's timely approval of the
Final Tenant Improvement Plans pursuant to Section 2.2 of this Construction
Rider are essential to enable Landlord to perform on schedule.

            2.2 Plans.

                  (a) Landlord shall provide Tenant, without charge to Tenant,
in CAD format, architectural and engineering drawings of the Building, including
master backgrounds and any other plans prepared in the ordinary course of
designing the Building, as reasonably required for the purpose of preparing the
Final Tenant Improvement Plans.

                  (b) Tenant shall with reasonable diligence consistent with the
dates set forth in Section 2.1 of this Exhibit B have the Final Tenant
Improvement Plans prepared by an architect of its choosing ("Tenant's
Architect"). Tenant's Architect shall be subject to Landlord's approval, such
approval not to be unreasonably withheld conditioned or delayed.

                  (c) Landlord shall have the right to approve the Final Tenant
Improvement Plans, its approval not to be unreasonably withheld, conditioned or
delayed and provided that Landlord's approval rights shall be limited to changes
that have a material adverse effect upon the exterior of the Building, the
structural components of the Building, the Building Systems or the Building HVAC
system. Landlord shall assist Tenant's Architect in identifying any coordination
issues between the Final Plans and the Final Tenant Improvement Plans. At the
time of such approval, Landlord shall note any specific components of the Tenant
Improvements which are not intrinsic to the Building or Tenant Improvements and
are items which by their nature are things against which Landlord is unwilling
to assume responsibility for with respect to latent defects. Landlord agrees to
advise Tenant within ten (10) business days after Landlord's receipt of any such
drawings if the same are unsatisfactory or incomplete in any respect. Upon
Landlord's approval of any such drawings, Landlord may submit the same to the
applicable governmental authorities for issuance of required permits. Tenant may
repeat this process as necessary, for all portions of the Tenant Improvements.
Tenant shall not be required to remove the Tenant Improvements upon the
termination of this Lease.

                  (d) Landlord and Tenant acknowledge that Tenant may elect to
design and construct the Tenant Improvements using a fast-track design/building
format. If Tenant so elects, Tenant may forward to Landlord, for Landlord's
approval, Final Tenant Improvement Plans for portions of the Tenant Improvements
rather than Final Tenant Improvement Plans for the entire Premises. Landlord
agrees to advise Tenant within ten (10) business days after Landlord's receipt
of any such drawings if the same are unsatisfactory or incomplete in any
respect. Upon Landlord's approval of any such drawings, Landlord may submit the
same to the applicable governmental authorities for issuance of required
permits. Tenant may repeat this


                                       3
<PAGE>

process as necessary, for all portions of the Tenant Improvements. Tenant may
then elect to have Landlord's Contractor bid such portions of the Tenant
Improvements in accordance with process set forth below in Section 2.3(a).

            2.3 Bids.

                  (a) Upon Landlord's approval of the Final Tenant Improvement
Plans, Landlord shall prepare the bid packages for the Tenant Improvements
("Tenant Improvement Bid Packages"). All aspects of the Tenant Improvement work
will be competitively bid by Landlord's Contractor as set forth below unless
otherwise consented to by Tenant. Tenant will not unreasonably withhold, delay
or condition its consent to any request of Landlord to waive bidding on a case
by case basis provided Landlord provides a reasonably supported justification
for dispensing with competitive bidding in order for Landlord's Contractor to
"self perform" such aspect of work. Any such self-performed work by Landlord's
Contractor shall be competitive with third party bids. Based upon the Tenant
Improvement Bid Packages, Landlord shall obtain written bids for each element of
the work from not less than three (3) responsible subcontractors and shall
present such bids to Tenant for review. Although Landlord shall have the right
to select the subcontractors invited to bid on any particular element of the
work, Landlord shall also invite any subcontractors proposed by Tenant so long
as such subcontractors (i) are financially responsible, (ii) are qualified to
perform the work, and (iii) agree to comply with any safety rules reasonably
imposed by Landlord. Within seven (7) working days after Tenant's receipt of
Landlord's summary of the written bids and self-performed work (if any),
including copies of each bids, the schedule of values for each bid and any other
information reasonably requested by Tenant, for any element of the work, Tenant
shall select the winning bid, it being understood that Tenant may but need not
select the lowest bid for any particular element of the work. Upon such
selection, Landlord shall accept such bids and enter into construction contracts
and any related documents necessary for the performance of the work the
subcontractor was selected to perform (collectively, for all subcontractors, the
"Tenant Improvement Construction Documents"). Landlord shall provide copies of
the Tenant improvement Construction Documents to Tenant for Tenant's review and
approval, which approval shall not be unreasonably withheld or delayed. The
Tenant Improvement Construction Documents shall deem Tenant to be an express,
third party beneficiary of the work to be performed by Landlord.

                  (b) The total estimated cost of the Tenant Improvements as set
forth in the Tenant Improvement Construction Documents (the "Cost Estimate")
shall reflect bids that are priced by Landlord on an individual item-by-item or
trade-by-trade basis. Landlord and Tenant shall work together in good faith in
an attempt to agree upon a mutually acceptable Cost Estimate as soon as
reasonably possible. No cost may be included in the Cost Estimate or charged to
the Tenant Improvement project unless approved by Tenant.

            2.4 Construction.

                  (a) Upon approval by Landlord and Tenant of the Tenant
Improvement Construction Documents and the Cost Estimate, Landlord shall proceed
with reasonable diligence to cause the Tenant Improvements to be Substantially
Completed on or prior to the Scheduled Commencement Date, and other delivery
dates applicable to the fourth and fifth floors of the Premises and the First
Expansion Space. Landlord's responsibility with


                                        4
<PAGE>

respect to the construction and completion of the Tenant Improvements shall
include obtaining all governmental approvals, consents and permits required for
the construction and installation of the Tenant Improvements and Tenant's
occupancy of the Premises and First Expansion Space, as applicable. Unless
otherwise specifically agreed to, Landlord shall provide and pay for all labor,
materials, equipment, tools, construction equipment and machinery, water, heat
and utilities, transportation and other facilities and services necessary for
property execution and completion of the Tenant Improvements. Landlord shall
supervise and direct the construction of the Tenant Improvements using the
Landlord's best skills and attention and shall be fully responsible for and have
control over constuction means, methods, techniques, sequences and procedures
for coordinating all portions of the work under the contract. Landlord shall
provide full time supervision during the constuction of the Tenant Improvements.
Landlord shall take all prudent actions (not including overtime or premium time)
to maintain schedule. Landlord shall review, approve and submit to Tenant's
Architect shop drawings, product data, samples and submittals required by the
contract documents and promptness and in sequence as to cause no delay in the
construction schedule. Landlord shall take reasonable precautions for safety and
shall provide reasonable protection to prevent damage, injury or loss. Landlord
shall not change or amend the Tenant Improvement Construction Documents or the
Cost Estimate or any subcontract without the prior written approval of Tenant,
and Tenant shall not be responsible for any amounts by which the actual costs of
completing the Tenant Improvements exceed the approved bid amounts or the Cost
Estimate unless the change order or other amendment resulting in the cost
overrun has received Tenant's prior written approval pursuant to Section 2.6 of
this Exhibit B. The Tenant Improvements shall be deemed to "Substantially
Completed" when they have been completed such that Tenant can occupy or utilize
the Premises for their intended use. Substantial Completion shall not have
occurred unless the following have occurred: Landlord has delivered the Premises
or the First Expansion Space, as applicable, to Tenant in broom-clean condition
subject only to Punch List items, a temporary certificate of occupancy or its
equivalent permitting occupancy of such portion of the Premises or the First
Expansion Space improved with such Tenant Improvements has been issued by the
city or other applicable governmental agency, the Building and its common areas
are substantially complete and all essential Building Systems, including but not
limited to, electrical, plumbing, heat, air conditioning systems, and their
distribution into such portions of the Premises, are operational to the extent
reasonably necessary to service the portion of the Premises covered by such
Tenant Improvements. Landlord shall use commercially reasonable efforts to
obtain a certificate of occupancy as to the Premises within three (3) months
after the Commencement Date. Except for "Punch List" type items of which Tenant
has given Landlord written notice, Tenant takes possession subject to (i) a
reservation of claims of latent defects, (ii) the warranties from Landlord
contained in this Lease, (iii) Landlord's obligations to correct construction
defects, and (iv) any failure of the Premises to comply with Laws in effect as
of the date of completion. Landlord shall cause the Landlord to immediately
correct any construction defect or other "punch list" item, which Tenant brings
to the Landlord's attention. All such work shall be performed so as to
reasonably minimize the interruption to Tenant and its activities on the
Premises. (The definition of Substantially Completed shall also define the terms
"Substantial Completion" and "Substantially Complete.")

            (b) Notwithstanding any contrary provision of this Lease, Tenant
shall have the right to defer the construction of Tenant Improvements in a
portion of the Premises (not to exceed 22%) and to exclude such deferred Tenant
Improvements from the Construction Plans


                                        5
<PAGE>

initially delivered to Landlord. If such deferral continues for one (1) year
after the Commencement Date, Landlord may elect to deem the deferred
construction of Tenant Improvements an "Alteration", as provided for in Section
6 of the Lease. Such deferral shall neither abate or mitigate the Rent to be
paid by Tenant nor postpone the Commencement Date.

            2.5 Cost of Tenant improvements.

                  (a) Landlord shall contribute $30.00 per rentable square foot
in the Premises and First Expansion Space toward the cost of construction and
installation of the Tenant Improvements (the "Tenant Improvements Allowance").
The Tenant Improvements Allowance may be used for all design (including
reimbursements to Tenant for advancing the costs of same) construction costs and
governmental fees. The balance, if any, of the cost of the Tenant Improvements
as constructed ("Additional Cost"), including but not limited to Landlord's
Markups, shall be paid by Tenant in accordance with this Section 2.5(a). If the
cost of the design, construction and installation of the Tenant Improvements,
including any Tenant approved Changes, exceeds $30.00 per rentable square foot,
Landlord may deliver to Tenant, not more than once each calendar month during
the construction schedule, a written request for payment ("Progress Invoice") of
Tenant's prorata share of the Additional Cost to date. Each such Progress
Invoice shall include and be accompanied by (i) the Landlord's certified
statements setting forth the amount requested and the percentage of completion
of each item of Additional Cost and (ii) copies of conditional and unconditional
lien releases from all subcontractors and vendors as of the immediately prior
Progress Invoice. Each Progress Invoice shall include retention of ten percent
(10%) of the amount until Substantial Completion. Tenant shall pay the amount
due, if any, pursuant to the Progress Invoice to Landlord, within fifteen (15)
days after Tenant's receipt of the above items. All costs for Tenant
Improvements shall be fully documented to and verified by Tenant. Tenant shall
have the right to review and approve the Progress Invoice. If the actual cost of
the Tenant Improvements as constructed is less than the Tenant Improvements
Allowance (the "Savings"), Landlord shall apply the Savings to Base Rent
installments in regular order of maturity.

                  (b) Landlord shall receive a fee of ten and one-half percent
(10.5%) of the cost of constructing the Tenant Improvements (i.e. the sum of all
selected subcontractors and any self-performed work by Landlord's Contractor)
and Changes for general conditions, exclusive of sales or excise taxes
("Landlords Markups"). Landlord's Markups shall be a charge against the Tenant
Improvements Allowance. Landlord's Markups shall cover all of the following:
project executive, general superintendent, home office expenses, general
overhead, office supplies, accounting services, computer charges, telephone
expenses, fax office/job site, data processing, secretarial services, mail,
express mail, insurance, city licenses, project manager, estimator, project
engineer, scheduling, reconstruction services, superintendent, general labor,
daily clean up and final clean up, protection of work, petty cash, safety
enforcement and safety signage, small tools, first aid facilities, general field
coordination, project field office, tenant vendor coordination, blue printing,
job trailer, temporary structures and any other direct or indirect expenses of
construction. Except as provided herein, Landlord or Contractor shall not
receive any other fee or payment from Tenant in connection with the Landlord's
services. Tenant shall not be charged for the use of utilities, hoists,
parking, security or other Building services during construction of the Tenant
Improvements, installation of Tenant's property or move-in.


                                       6
<PAGE>



            2.6 Changes.

                  (a) If Tenant requests any change, addition or alteration in
or to any Tenant Improvement Final Plans (a "Change"), Tenant shall cause
Tenant's Architect to prepare appropriate modifications to the Tenant
Improvement Final Plans implementing the Change. Tenant shall pay the cost for
the modification of the Tenant Improvement Final Plans to accommodate the
Change. As soon as practicable after completion of such modification to the
Tenant Improvement Final Plans, Landlord shall notify Tenant of the estimated
cost of the Change and of any delay in Substantial Completion resulting from the
Change. Within three (3) working days after receipt of such cost and delay
estimate, including the schedule of values for each cost item and any other
information reasonably requested by Tenant, Tenant shall notify Landlord in
writing whether Tenant desires to proceed with the Change. If Tenant still
desires the Change, Landlord shall proceed with the Change and Tenant shall be
liable for any Additional Cost resulting from the Change. If Landlord or Tenant
fails to give their approvals herein, construction of the Tenant Improvements
shall proceed as provided in accordance with the original Tenant Improvement
Construction Documents.

                  (b) No delay shall be considered a Tenant Delay unless and
until Tenant is (i) allowed to review and reasonably approve the change in the
Landlord's schedule, (ii) Tenant is provided three (3) business days written
notice that it is about to suffer a Tenant Delay, and (iii) Tenant is offered
the ability incur premium costs to prevent or minimize such delay if it is
possible to do so. All such Tenant Delays days are to be offset by the number
of days from the Scheduled Completion Date to Substantial Completion for Force
Majeure days and delay days caused by Landlord and no days shall be considered
Tenant Delays if they do not extend the critical path i.e. Tenant is able to
shorten another time period to make up the time. Tenant shall at all tunes
manage its activities to prevent a critical path extension.

                  (c) in the event that either party believe it has caused a
delay, it will notify the other and advise of the number of days of delay. In
the event that either party believes that the other is causing a delay, it
shall so notify the other stating the action or inaction that it believes is
causing the delay. Claims of delay by either party shall be made within seven
(7) days after the occurrence of the event giving rise to such claims.

            2.7 Tenant Delay. Tenant shall be responsible for, and shall pay to
Landlord, any and all costs and expenses incurred by Landlord in connection with
any delay in the commencement or completion of any Tenant Improvements that
delays the Scheduled Commencement Date (including other delivery dates of the
Premises and First Expansion Space) or the critical path of construction and
any increase in the cost of the Tenant Improvements caused solely by (i)
Tenant's failure to provide or approve any Final Tenant Improvement Plans,
Tenant Improvement Construction Documents or cost estimates within the time
periods required herein, (ii) any delays in obtaining any items or materials
constituting part of the Tenant Improvements requested by Tenant to the extent
not included as part of building standard tenant improvements identified in
Exhibits D and E and then only to the extent that Tenant refuses to accept such
reasonable substitutes for those items or materials as are recommended by
Landlord, (iii) any Changes, but only to the extent the delays associated with
the Changes do not exceed the estimates provided to Tenant pursuant to paragraph
2.6 above, (iv) the use of any subcontractor


                                       7
<PAGE>

selected by Tenant but only if Landlord advises Tenant in writing prior to final
selection that such subcontractor would not otherwise have satisfied Landlord's
qualification criteria, or (v) any other delay requested or caused by Tenant
(collectively, "Tenant Delays").

            2.8 Ownership of Tenant Improvements. All Tenant Improvements,
whether installed by Landlord or Tenant, shall become a part of the Building,
shall be the property of Landlord and, subject to the provisions of the Lease,
shall be surrendered by Tenant with the Premises, without any compensation to
Tenant, at the expiration or termination of the Lease in accordance with the
provisions of the Lease.

            2.9 Correction of Work. If, within one (1) year after the date of
Substantial Completion of the Tenant Improvements or designated portion thereof,
any of the Tenant Improvements is found to be not in accordance with the
requirements of the Final Construction Documents, Landlord shall correct the
nonconformance promptly after receipt of written notice from Tenant to do so
unless Tenant has previously given Landlord a specific written acceptance with
respect to such condition. This period of one (1) year shall be extended with
respect to portions of the Tenant Improvements first performed after Substantial
Completion by the period of time between Substantial Completion and the actual
performance of the work on such Tenant Improvements. The obligations of Landlord
under this Section 2.9 shall survive acceptance of the Tenant Improvements by
Tenant. Tenant shall give such notice promptly after discovery of the condition.

      3. PARTIES' REPRESENTATIVES.

            3.1 Tenant's Representative. Tenant designates Gregory A. Effertz to
act as Tenant's Representative with respect to all approvals, directions and
authorizations pursuant to this Exhibit B Construction Rider.

            3.2 Landlord's Representative. Landlord designates Mark Maghrak and
Robert Parr, alone or together, to act as Landlord's Representative with respect
to all approvals, directions and authorizations pursuant to this Exhibit B
Construction Rider.

      4. SUBSTITUTION. Tenant may elect to substitute materials of its choosing
for the materials specified in Exhibits D and E to be used in the Premises.
Tenant shall receive a credit equal to Landlord's cost, including copies of each
bid, the schedule of values for each bid and any other information reasonably
requested by Tenant for materials so deleted and shall bear the increased cost,
if any, of the substitute materials.


                                       8
<PAGE>

                                    EXHIBIT C

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                          DATED AS OF NOVEMBER 8, 1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                                 BUILDING RULES

      The following Building Rules are additional provisions of the foregoing
Lease to which they are attached. The capitalized terms used herein have the
same meanings as these terms are given in the Lease.

      1 . Use of Common Areas. Tenant will not obstruct the sidewalks, halls,
passages, exits, entrances, elevators or stairways of the Building ("Common
Areas"), and Tenant will not use the Common Areas for any purpose other than
ingress and egress to and from the Premises.

      2. No Access to Roof Except as specifically provided for in the Lease,
Tenant has no right of access to the roof of the Building and will not install,
repair or replace any antenna, aerial, aerial wires, fan, air-conditioner or
other device on the roof of the Building, without the prior written consent of
Landlord, which consent will not be unreasonably withheld, conditioned or
delayed. Any such device installed without such written consent is subject to
removal at Tenant's expense without notice at any time. In any event Tenant will
be liable for any damages or repairs incurred or required as a result of its
installation, use, repair, maintenance or removal of such devices on the roof
and agrees to indemnify and hold harmless Landlord from any liability, loss,
damage, cost or expense, including reasonable attorneys' fees, arising from any
activities of Tenant or of Tenant's Representatives on the roof of the Building.

      3. Signage. Except as specifically provided for in the Lease, no sign,
placard, picture, name, advertisement or notice visible from the exterior of the
Premises will be inscribed, painted, affixed or otherwise displayed by Tenant on
or in any part of the Building without the prior written consent of Landlord,
which consent will not be unreasonably withheld, conditioned or delayed.
Landlord reserves the right to adopt and furnish Tenant with general guidelines
relating to signs in or on the Building. All approved signage will be inscribed,
painted or affixed at Tenant's expense by a person approved by Landlord, which
approval will not be unreasonably withheld.

      4. Prohibited Uses. The Premises will not be used for manufacturing, for
the storage of merchandise held for sale to the general public, for lodging or
for the sale of goods to the general public, except that Tenant is permitted to
"manufacture" and "store" software. Tenant will not permit any food preparation
on the Premises, except in facilities specifically designed


                                       9
<PAGE>

and constructed for the preparation of food, and in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
regulations.

      5. Janitorial Services. Tenant will not employ any person for the purpose
of cleaning the Premises or permit any person to enter the Building for such
purpose other than Landlord's janitorial service, except with Landlord's prior
written consent, which consent will not be unreasonably withheld, conditioned or
delayed. Tenant will not necessitate, and will be liable for the cost of, any
undue amount of janitorial labor by reason of Tenant's carelessness in or
indifference to the preservation of good order and cleanliness in the Premises,
Janitorial service will not be furnished to areas in the Premises on nights
when such areas are occupied after 9:30 p.m., unless such service is extended by
written agreement to a later hour in specifically designated areas of
the Premises.

      6. Keys and Locks. Landlord will furnish Tenant, free of charge, two keys
to each door or lock in the Premises. Landlord may make a reasonable charge for
any additional or replacement keys. Tenant will not duplicate any keys, alter
any locks or install any new or additional lock or bolt on any door of its
Premises or on any other part of the Building without the prior written consent
of Landlord, which consent will not be unreasonably withheld, conditioned or
delayed and, in any event, Tenant will provide Landlord with a key for any such
lock. On the termination of the Lease, Tenant will deliver to Landlord all keys
to any locks or doors in the Building which have been obtained by Tenant.
Tenant may elect to install its own security system for the Premises and, if it
does install such a system, shall reimburse Landlord upon demand for any cost
incurred by Landlord as a result of the installation and operation of such a
system.

      7. Freight. Upon not less than twenty-four hours prior notice to Landlord,
which notice may be oral, an elevator will be made available for Tenant's use
for transportation of freight, subject to such scheduling as Landlord in its
discretion deems appropriate. Tenant shall not transport freight in loads
exceeding the weight limitations of such elevator. Landlord reserves the right
to prescribe the weight, size and position of all equipment, materials,
furniture or other property brought into the Building, and no property will be
received in the Building or carried up or down the freight elevator or stairs
except during such hours and along such routes and by such persons as may be
designated by Landlord. Landlord reserves the right to require that heavy
objects will stand on wood strips of such length and thickness as is necessary
to properly distribute the weight. Landlord will not be responsible for loss of
or damage to any such property from any cause, and Tenant will be liable for all
damage or injuries caused by moving or maintaining such property.

      8. Nuisances and Dangerous Substances. Tenant will not conduct itself or
permit Tenant's Representatives or Visitors to conduct themselves, in the
Premises or anywhere on or in the Property in a manner which is offensive or
unduly annoying to any other Tenant or Landlord's property managers. Tenant will
not bring or keep any animals, except service animals, in or about the Premises
or the Building.

      9. Building Name and Address. Without Landlord's prior written consent,
which consent will not be unreasonably withheld, conditioned or delayed, Tenant
will not use the name


                                       10
<PAGE>

of the Building in connection with or in promoting or advertising Tenant's
business except as Tenant's address.

      10. Building Directory. A directory for the Building will be provided for
the display of the name and location of tenants. Landlord reserves the right to
approve any additional names Tenant desires to place in the directory and, if so
approved, Landlord may assess a reasonable charge for adding such additional
names.

      11. Window Coverings. No curtains, draperies, blinds, shutters, shades,
awnings, screens or other coverings, window ventilators, hangings, decorations
or similar equipment shall be attached to, hung or placed in, or used in or with
any window of the Building without the prior written consent of Landlord, which
consent will not be unreasonably withheld, conditioned or delayed, and Landlord
shall have the right to control all lighting within the Premises that may be
visible from the exterior of the Building.

      12. Floor Coverings. Tenant will not lay or otherwise affix linoleum,
tile, carpet or any other floor covering to the floor of the Premises in any
manner except as approved in writing by Landlord. Tenant will be liable for the
cost of repair of any damage resulting from the violation of this rule or the
removal of any floor covering by Tenant or its contractors, employees or
invitees.

      13. Wiring and Cabling Installations. Landlord will direct Tenant's
electricians and other vendors as to where and how data, telephone, and
electrical wires and cables are to be installed. No boring or cutting for wires
or cables will be allowed without the prior written consent of Landlord, which
consent will not be unreasonably withheld, conditioned or delayed. The location
of burglar alarms, smoke detectors, telephones, call boxes and other office
equipment affixed to the Premises shall be subject to the written approval of
Landlord.

      14. Office Closing Procedures. Tenant will see that the doors of the
Premises are closed and locked and that all water faucets, water apparatus and
utilities are shut off before Tenant or its employees leave the Premises, so as
to prevent waste or damage. Tenant will be liable for all damage or injuries
sustained by other tenants or occupants of the Building or Landlord resulting
from Tenant's carelessness in this regard or violation of this rule. Tenant will
keep the doors to the Building corridors closed at all times except for ingress
and egress.

      15. Plumbing Facilities. The toilet rooms, toilets, urinals, wash bowls
and other apparatus shall not be used for any purpose other than that for which
they were constructed and no foreign substance of any kind whatsoever shall be
disposed of therein. Tenant will be liable for any breakage, stoppage or damage
resulting from the violation of this rule by Tenant, its employees or invitees.

      16. Use of Hand Trucks. Tenant will not use or permit to be used in the
Premises or in the Common Areas any hand trucks, carts or dollies except those
equipped with rubber tires and side guards or such other equipment as Landlord
may approve.

      17. Refuse. Tenant shall store all Tenant's trash and garbage within the
Premises or in other facilities designated By Landlord for such purpose. Tenant
shall not place in any trash


                                       11
<PAGE>

box or receptacle any material which cannot be disposed of in the ordinary and
customary manner. Tenant shall comply with the requirements of any recycling
program adopted by Landlord for the Building.

      18. Soliciting. Canvassing, peddling, soliciting and distribution of
handbills or any other written materials in the Building are prohibited, and
Tenant will cooperate to prevent the same.

      19. Fire, Securi1y and Safety Regulations. Tenant will comply with all
safety, security, fire protection and evacuation measures and procedures
established by Landlord or any governmental agency.

      20. Responsibility for Theft. Tenant assumes any and all responsibility
for protecting the Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed.

      21. Sales and Auctions. Tenant will not conduct or permit to be conducted
any sale by auction in, upon or from the Premises or elsewhere in the Property,
whether said auction be voluntary, involuntary, pursuant to any assignment for
the payment of creditors or pursuant to any bankruptcy or other insolvency
proceeding.

      22. Waiver of Rules. Landlord may waive any one or more of these Building
Rules for the benefit of any particular tenant or tenants, but no such waiver by
Landlord will be construed as a waiver of such Building Rules in favor of any
other tenant or tenants nor prevent Landlord from thereafter enforcing these
Building Rules against any or all of the tenants of the Building.

      23. Effect on Lease. These Building Rules are in addition to, and shall
not be construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease. Violation of these Building
Rules constitutes a failure to fully perform the provisions of the Lease, as
referred to in Section 14.1 - "Events of Default".

      24. Non-Discriminatory Enforcement. Subject to the provisions of the
Lease (and the provisions of other leases with respect to other tenants),
Landlord shall use reasonable efforts to enforce these Building Rules in a
non-discriminatory manner, but in no event shall Landlord have any liability
for any failure or refusal to do so (and Tenant's sole and exclusive remedy for
any such failure or refusal shall be injunctive relief preventing Landlord from
enforcing any of the Building Rules against Tenant in a manner that
discriminates against Tenant).

      25. Additional and Amended Rules. Landlord reserves the right to rescind
or amend these Building Rules and/or adopt any other and reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the Building and for the preservation of good order
therein.


                                       12
<PAGE>

                                    EXHIBIT D

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                           DATED AS OF NOVEMBER 8, 1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                               SCOPE DOCUMENT FOR

                       THE DESIGN AND CONSTRUCTION OF THE

                               OFFICE SPACE SIHELL

                                900 NICOLLET MALL

                             MINNEAPOLIS, MINNESOTA

Prepared by:
Ryan Companies US, Inc.
October 8, 1999


                                       1
<PAGE>

TABLE OF CONTENTS

PROJECT DESCRIPTION .......................................................... 3
02000 SITEWORK ............................................................... 4
03000 CONCRETE ............................................................... 6
03400 EXTERIOR PRECAST AND STONE: ............................................ 6
04000 MASONRY ................................................................ 6
05000 METALS ................................................................. 7
06000 CARPENTRY AND MILLWORK ................................................. 8
07000 THERMAL AND MOISTURE PROTECTION ........................................ 8
08000 DOORS AND WINDOWS ...................................................... 9
09000 FINISHES ...............................................................11
10000 SPECIALTIES ............................................................13
11000 EQUIPMENT ..............................................................14
14000 CONVEYING SYSTEMS ......................................................14
15000 MECHANICAL .............................................................15
16000 ELECTRICAL .............................................................21


                                       2
<PAGE>

                                     GENERAL
PROJECT DESCRIPTION

      A.    Office Tower (Building Shell): A planned 11 story office tower
            (Floors 3 - 13) of 516,300 square feet (approximate rentable area,)
            complete with associated public spaces, mechanical rooms, truck dock
            and building service areas. Basic building shell construction and
            building systems shall be completed based on unoccupied floors
            as defined herein, with office tenant build-out completed under
            separate agreement.

      B.    Retail Levels (Building Shell): A planned general retail component
            (including a two level Target Store) of 292,000 square feet
            (approximate rentable area,) complete with skyway, retail areas,
            public areas, truck docks and service area.

      C.    Parking Structure: A below grade structure of three (3) levels (PI -
            P3) providing parking for approximately 840 vehicles.

      D.    Storage: 10,000 square feet (approximate rentable area,) located in
            or near the roof penthouse level.


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<PAGE>

                                SITE CONSTRUCTION

02000 SITEWORK

1.    DEMOLITION: The Design/Builder shall demolish and remove existing
      structures on the site in their entirety, including the disconnection,
      capping or removal of affected utilities.

2.    EARTHWORK: The Design/Builder shall provide all required shoring, tie
      backs, structural excavation and backfill and fine grading as required for
      the proposed building structure. Design/Builder assumes earthwork
      excavation to a depth of 33'-0".

      Design/Builder has included earthwork required for a complete project
      contingent upon the following conditions:

      A.    Existing soil conditions suitable for drilled pier foundations.

      B.    Ground water levels lower than planned excavations for foundations
            and utilities.

      C.    It is assumed that the top of bedrock is 35 feet below the current
            street elevation.

      Actual soil conditions differing from those stated above will result in
      an appropriate adjustment to the Contract Sum.

3.    UTILITIES: The Design/Builder shall provide on-site utility work required
      for connection to utility services, contingent upon adequate utility
      services located immediately adjacent to the site. Fees imposed by serving
      utility companies for the installation of on-site electrical or gas mains
      shall be paid by the Design/Builder.

      A.    SANITARY SEWER: A complete sanitary sewer service shall be provided
            including connection to the sewer main in the street and an on-site
            sewer main to the building.

      B.    WATER: Water service shall be provided to the building for domestic
            water and fire protection systems complete including connection to
            the water main in the street and on-site water main to the building.
            In addition, water mains and fire hydrants shall be provided for
            fire service as required by the City of Minneapolis Fire Marshall
            and the Owner's insurance underwriting authority.

      C.    STORM DRAINAGE: Provisions shall be made for the proper drainage of
            storm water from roof and sidewalk areas.

      D.    ELECTRICAL: Electrical service to the building shall be provided by
            Northern States Power Company. Electrical transformer vaults shall
            be provided one level below grade.

      E.    GAS: Gas service to the building shall be provided by Minnegasco.


                                       4
<PAGE>




      F.    TELEPHONE: Telephone/fiber optics service to the building shall be
            provided by US West via APOP/MPOP locations to the building.

      G.    CABLE TELEVISION: Cable television cable service to the building
            shall be provided by the serving cable television company.

      H.    STEAM/CHILLED WATER: Steam and/or chilled water service to the
            building will be provided by the Minneapolis Energy Center (MEC).

4.    LANDSCAPING: Site landscaping shall be designed and installed in
      accordance with the requirements of the City of Minneapolis and as
      approved by Owner.

5.    BITUMINOUS AND CONCRETE PAVING: Bituminous street repair and concrete
      paving shall be provided complete including curb cuts and driveways as
      indicated on the site plan.

6.    GRANITE PAVERS: Granite pavers along Nicollet Mall will be removed for
      construction, and replaced to their original design.


                                       5
<PAGE>

                              BUILDING CONSTRUCTION

03000 CONCRETE

1.    CONCRETE FOUNDATIONS: Concrete foundations shall be drilled piers.
      columns, and cast in place walls constructed with concrete and reinforcing
      steel as required by the final structural design.

2     PARKING LEVEL SLAB ON GRADE: Parking level slab on grade shall be 4" thick
      47000 P.S.I. concrete with mild reinforcement.

3.    BELOW GRADE CONCRETE PARKING DECKS: Below grade parking levels shall
      consist of a one way slab and beam post tensioned concrete system. Main
      building columns and additional parking level columns shall be 8,QOO
      P.S.I. concrete.

4.    STREET LEVEL CONCRETE STRUCTURAL DECK: Street level structural slab shall
      consist of a pan and joist structural concrete floor slab system, complete
      with reinforcing

5.    CONCRETE ON STEEL FRAME SUPPORTED DECK: Concrete slab on metal deck.
      construction shall be 3-1/4" 3,000 P.S.I. lightweight concrete over 3"
      metal deck (6-1/4" total depth) Concrete slabs shall be smooth troweled
      to a floor flatness of FF25 and treated with liquid applied curing
      compound.

6.    STAIR TREADS: Metal pan stair treads and landings shall be provided with
      concrete fill, troweled smooth and sealed.

7.    SIDEWALKS: Sidewalks shall be constructed with 4000 P.S.I., air entrained,
      un-reinforced concrete. Sidewalks shall be broom finished unless indicated
      otherwise on the drawings.

03400 EXTERIOR PRECAST AND STONE:

1     ARCHITECTURAL PRECAST CONCRETE: The building exterior will be a
      combination of brick, stone and architectural precast trim pieces and an
      aluminum framing and glass system.

2.    STONE: Granite or limestone accents will be provided at areas of the
      building. The stone material will be 1 1/4" thick mounted on a structural
      stud framing system.

04000 MASONRY

1.    BRICK: The building exterior will be a combination of brick, stone
      cladding and architectural precast trim pieces and an aluminum framing and
      glass system. The brick will be Utility (3-5/2" x 3-5/8" x 11-5/8") and
      Norman (3-1/2" x 2-1/4" x 11-1/2") sized brick with plain uncolored mortar
      on structural stud backup.


                                       6
<PAGE>

2.    CONCRETE BLOCK: The parking level interior walls shall be constructed of
      light weight masonry concrete block.

3.    MASONTRY DETAILS: Concrete block walls shall be constructed with bond
      beams and reinforcing as required by the final structural design. Caulked
      control joints shall be provided at interior and exterior masonry walls
      for control of thermal and structural movement. Flashings and weeps shall
      be provided at exterior walls as required for control of water
      infiltration.

05000 METALS

1.    BUILDING STRUCTURAL SYSTEM: The structural framing system for the building
      shall consist of a structural steel composite design system, with steel
      columns, beams, purlins, and metal deck with concrete topping. Column
      locations shall be as indicated on the drawings. Structural steel to be
      designed using LRFD and A50 grade and A36 grade steel.

      Building live load criteria shall be as follows:

      A.    OFFICE AREA FLOORS: A floor live loading of 80 lbs. per square foot
            plus 20 lbs. per square foot partition allowance.

      B.    FIRST AND SECOND FLOOR AREAS: A floor live loading vary based on
            requirements of use:

 o Truck Dock                      150  PSF
 o Retail                          100  PSF
 o Light Duty Storage              125  PSF
 o Heavy Duty Storage              125  PSF (Plus 4 kips at 4' x 12' spacing)

      Building story heights shall be as follows:

      A.    PARKING LEVELS: P1 - floor to floor height of 12'- 10"
                            P2 - floor to floor height of 1l'- 0"
                            P3 - floor to floor height of 9'- 4"

      B.    LEVELS 1 AND 2: Floor to floor height of 19'-4"

      F.    TYPICAL OFFICE FLOORS (LEVELS 3-13): Floor to floor height of 14"-8"
            to accommodate a finished ceiling height of 9'-4".

2.    PENTHOUSE STRUCTURE: A penthouse enclosure will be provided as indicated
      consisting of structural steel columns, beams, bar joists and metal deck
      with insulated, pre-finished metal panel siding system at areas not
      visible from the ground.

3.    MISCELLANEOUS METALS: Interior stairs shall consist of concrete filled
      steel pan treads and landings, plate stringers and steel tube hand rails
      as indicated on the drawings.


                                       7
<PAGE>

      Steel tread dock stairs, access ladders and concrete filled pipe bollards
      shall be provided as indicated on the drawings.

06000 CARPENTRY AND MILLWORK

1.    RESTROOM VANITIES: Restroom vanities shall be corian or similar material
      with backsplashes at sides, rear and front apron.

2.    MISCELLANEOUS MILLWORK: An allowance of $35,000 has been provided for a
      custom security desk at the 10th street lobby.

3.    MISCELLANEOUS CARPENTRY: Roof cants, curbs, and other miscellaneous
      blocking shall be provided as required,

07000 THERMAL AND MOISTURE PROTECTION

1.    DAMPPROOFING: A troweled application of bituminous dampproofing with
      protection board and drain tile shall be applied to below grade walls.

2.    BUILDING INSULATION: The overall building thermal envelope shall conform
      to the requirements of the Minnesota Energy Code.

      A.    EXTERIOR MASONRY WALLS: Exterior masonry walls, if applicable, shall
            be insulated with polystyrene bead fill in the block cores.

      B.    PERIMETER SUBGRADE WALLS: Perimeter concrete subgrade foundation
            walls shall be insulated from frost line to the First Floor with 2"
            of extruded polystyrene insulation applied to the exterior face of
            the wall.

      C.    EXTERIOR WALLS: Exterior brick walls shall be insulated with rigid
            insulation to meet the Minnesota Energy Code.

      D.    ROOF INSULATION: Roof areas shall be insulated with rigid insulation
            installed to provide, an approximate overall R value of 22. A
            thermal barrier shall be provided on the metal roof deck where
            required by fire or building codes.

3.    VAPOR BARRIER: A vapor barrier shall be provided at insulated exterior
      walls on the warm side of the building insulation. Vapor barrier shall be
      continuous and shall be sealed to adjacent materials to provide an
      uninterrupted vapor seal.

4.    ROOFING SYSTEM: The roofing system shall consist of a four-ply, built up
      roof system over rigid insulation. Roof edge fascia and other visible
      flashings shall be pre-finished metal. Roof areas shall drain to interior
      roof drains. The roofing system shall be guaranteed free from defects for
      a period of 10 years by the roofing system manufacturer. A ships ladder
      and roof hatch shall be provided for penthouse roof access.

5.    FIREPROOFING: Structural steel elements will be fire proofed, and fire
      safing insulation will be installed at slab perimeters as required by
      code.


                                       8
<PAGE>

08000 DOORS AND WINDOWS

1.    PEDESTRIAN DOORS: Public area, stair tower, mechanical room, and storage
      room doors shall be included as part of the building shell.

      A.    WOOD DOORS: Wood doors shall be 3'-0" x 8'-0", solid core wood,
            paint grade birch sealed and painted. Wood doors will be utilized at
            the public restrooms, stair towers and electrical/mechanical rooms
            on floors 1 through 13.

      B.    HOLLOW METAL DOORS: Hollow metal doors shall be 3'-O" x 8'-0", flush
            face panel design. Exterior hollow metal doors shall be insulated
            and weather-stripped. Hollow metal doors shall be painted. Hollow
            metal doors shall be utilized in the dock and parking levels and at
            the roof penthouse mechanical rooms.

      C.    HOLLOW METAL FRAMES: Wood doors, hollow metal doors, and interior
            glazing shall be set in 2" painted hollow metal frames.

      D.    FINISH HARDWARE: Door hardware shall be manufactured by Schlage,
            Yale, Corbin or equal commercial grade, US10 finish, with its
            function appropriate for its intended usage,

            Locking devices and closures shall be provided at all exit doors,
            stairway doors, electrical and telephone closet doors.

2.    BI-FOLD GARAGE DOORS: Bi-folding garage doors shall be provided at the
      entry and exit to the below grade parking and loading dock. Finish on the
      doors to complement the building exterior architectural system.

3.    WINDOW SYSTEM: Exterior windows shall be 1" thick, tinted, low-E insulated
      glass units set in aluminum frames with a thermal-improved design. Areas
      behind glass spandrel sections shall be insulated. Window system finishes
      shall be as follows:

      A.    EXTERIOR STOREFRONT (LEVELS 1 & 2): Exterior storefront is a
            thermally improved, extruded aluminum curtainwall system. The vision
            areas are 1" clear, insulated glass units with a Low-E coating. The
            spandrel areas are 1/4" glass with an opaque coating on the
            interior surface. The system accepts curtainwall insulation which is
            included. The system anchors to the building structural elements.
            Aluminum clad tube steel support framing shall be provided for the
            support of the curtainwall system where required.

      B.    PUNCHED OPENING WINDOWS: (Levels 2-13) are thermally improved,
            extruded aluminum, fixed glass window systems adaptable to both
            applications. The vertical and horizontal face dimensions are 2
            1/2". The system depth is a nominal 4 3/4"; however this is
            dependent on the final design wind load requirement for the project.
            A stool trim is included at the building interior. The vision areas
            are 1" coated, insulated glass units with a Low-E coating. The
            spandrel areas are 1/4"


                                       9
<PAGE>

            glass with an opaque coating on the interior surface. Both
            applications accept curtainwall insulation which is included. Both
            systems anchor to the exterior wall system.

      C.    INTERIOR, STORE FRQNT (LEVEL 1 & 2): Clear, tempered glass set in
            aluminum frames in locations indicated on the plans. The length of
            the wall for retail spaces adjacent to the skyway or public
            corridors will be a maximum of 50% storefront and 50% drywall.
            Finish framing height to be 8'-0" above finish floor.

      D.    LOUVERS: The proposed louver system consists of a manufacturer's
            standard 4" deep, extruded aluminum louver attached to vertical
            members located at the building module lines. The finish will
            complement the exterior brick, stone, architectural precast trim
            pieces and aluminum framing and glass system. The louver frames will
            accept blank-off panels at the interior.

      E.    SYSTEM DESIGN CONSIDERATIONS: The design considerations governing
            the performance of the window and curtainwall systems are as
            follows:

                  1. Wind Speed: 80 MPH.
                  2. Air Infiltration: .06 CFM at 6.24 PSF
                  3. Water Infiltration: No uncontrolled water at 12 PSF
                  4. Thermal Performance: Maintain metal surface temperatures
                     above dew point temperature based on the following
                     conditions:
                     Interior Temperature: 75(degree) F
                     Interior Relative Humidity: 30%
                     Exterior Temperature: -20(degree)F
                  5. Deflection: L/175 for spans up to 13'-6"
                     Deflection: L/240 plus 1/4" for spans over 13'-6"

      F:    REVOLVING DOORS; Revolving entrance doors as indicated on the plans
            shall be heavy duty, medium stile four-wing manual door units. Door
            finish shall match the window framing system.

      G:    LOBBY ENTRANCE DQORS: Swinging entrance doors shall be heavy duty,
            medium stile doors. Door finish shall match the window framing
            system. Aluminum thresholds shall be provided for exterior doors.
            Door hardware to include architectural pulls, panic devices and
            concealed closers. Automatic door closers and openers will be
            provided as required to comply the Americans with Disabilities Act.

5.    WINDOW SILLS: Interior window sills shall be extruded aluminum, with
      finish similar to the window framing system.

6.    PUBLIC AREA HANDRAILS: Glass handrails shall be provided at second floor
      public spaces adjacent to open atrium spaces, consisting of 1/2" heat
      strengthened glass set in a structural channel base, with a 4" diameter,
      aluminum tube cap.


                                       10
<PAGE>




7.    MIRRORS: Full length mirror 36" above the vanity tops, and one full height
      mirror will be furnished in each bathroom.

09000 FINISHES

1.    BUILDING FINISHES: Building interior finishes shall be provided as
      indicated below:

      A.    Below Grade Parking Decks:

            o     Sealed concrete floors
            o     "As cast" concrete walls, columns and ceilings
            o     Painted miscellaneous metals
            o     Painted concrete block and concrete walls facing parking
                  areas.
            o     Painted underside of parking levels P1 and P2.
            o     ACT ceiling with insulation at the ceiling of parking level P1

      B.    Street Level Public Areas:

            o     The 10th street lobby will have a two color terrazzo floor.
                  Pattern to be determined.
            o     The columns in the lobby area will be clad to match the
                  adjacent wall finish.
            o     Walls at the building lobby and connecting public corridor to
                  be a combination of painted gypsum board and fabric wall
                  covering.
            o     The ceiling will be a combination of gypsum board ceilings and
                  soffits and an acoustical ceiling system with the area
                  covered being 50% and 50% respectively. All fire sprinkler
                  heads to be concealed.

      C.    Nicollet Mall Lobby - 1st and 2nd Floor:

            o     Finishes to be determined and furnished by Tenant.

      D.    Skyway Level Public Areas:

            o     Floors at public skyway links shall be carpet.
            o     The skyway will be routed through the building lobby and will
                  overlook the elevator lobby and the building entrance. At this
                  area a glass handrail will be provided consisting of 1/2" heat
                  strengthened glass set in a structural channel base, with an
                  aluminum cap.
            o     The ceiling system in the public skyway areas will be a
                  continuation of the building lobby ceiling. All fire sprinkler
                  heads will be concealed.
            o     Walls to be a combination of painted gypsum board and retail
                  storefronts.

      E.    Street Level Elevator Lobby - 10th Street:

            o     The terrazzo flooring will be continued from the building
                  lobby.
            o     The elevator lobby walls will be a combination of painted
                  gypsum board and vinyl wall covering.
            o     Elevator entrance doors will be finished with polished
                  stainless steel with etched graphics,


                                       11
<PAGE>

            o     A gypsum board ceiling with architectural lighting at the
                  elevator lobby.

      F.    Typical Elevator Lobbies (Levels 3-13):

            o     Smooth troweled concrete floor.
            o     Exposed gypsum board walls, taped and sanded.
            o     Elevator entrances shall be factory painted.
            o     HVAC - rough-in only.
            o     Concealed fire sprinkler heads.
            o     Fire Alarms/Detectors.
            o     Elevator call buttons and lanterns.

      G.    Service Elevator Lobbies:

            o     VCT floor
            o     Painted Walls
            o     Painted Doors inside face only.
            o     Acoustical lay-in tile ceiling with light fixture.

      H.    Tenant Areas:

            o     Smooth troweled concrete floors
            o     Exposed gypsum board, taped and sanded at exterior walls,
                  columns, and core area.
            o     Ceiling grid will be installed in a 4'x4' grid system.
                  Emergency lighting will be installed. Remaining lights, VAV
                  boxes, and ceiling tiles will be stockpiled on each floor.

      I.    Communication & Electrical Rooms:

            o     Sealed concrete floor
            o     Exposed gypsum board walls, taped and sanded.
            o     Exposed metal deck ceiling.
            o     Door, frame, hardware per code.
            o     Sleeved openings at floor.
            o     Telephone closet to have one sheet of 4' x 8' x 3/4" plywood
                  on one wall.

      J.    Stair Towers:

            o     Sealed concrete floors.
            o     Painted gypsum board and concrete walls.
            o     Painted steel stair, handrail and exposed pipe.
            o     Painted inside face of door and frame, Tenant side prime
                  painted only.
            o     Door, frame, hardware per code.

      K.    Utility, Storage, Maintenance and dock area.

            o     Sealed concrete floor.
            o     Exposed masonry or gypsurn board walls, taped and sanded.
            o     Ceiling exposed to structure.


                                       12
<PAGE>

      L.    Elevator Car Finishes:

            o     Elevator car finishes will be finished to complement final
                  First and Second Floor design.

      M.    Toilet Rooms:

            o     Ceramic tile floor and tile base.
            o     Ceramic file wainscot to 6'-0" (wet walls only), VWC above and
                  on other walls.
            o     ACT Ceilings
            o     Vanities shall be solid surface material with integral bowls.
            o     Mirrors shall be full length across vanity and 36" high.
            o     One full height mirror in each bathroom.

2.    FLOORS: All proposed building floor slabs shall be troweled smooth and
      ready to receive carpet or common finishes.

3.    WALLS: Unless indicated otherwise, the Design/Builder shall construct
      interior partitions with one layer of 5/8" gypsum wall board applied to
      each side of 25 gauge metal stud framing members spaced at 24" o.c. Core
      area partitions shall extend from floor to bottom of the structure.
      Acoustic insulation shall be provided at toilet room walls. Fire rated
      wall assemblies shall be provided where required by code. All gypsum board
      walls shall be taped and sanded ready to receive finishes.

4.    ACOUSTICAL CEILINGS: Acoustical ceiling systems shall consist of an
      exposed metal grid system with lay-in ceiling board units as follows: 24"
      x 24" x 5/8" (public areas) and 24" x 48" x 5/8" (office areas) white
      mineral fiber tile with reveal edge set in white metal grid (15/16")
      system, with a minimum thickness of 5/8", an NRC rating of 0.55, an CAC
      rating of 35 and a light reflectance rating of 0.80.

5.    CARPET: Carpet for public areas shall be installed by the direct glue
      method. $18.00/SY allowance for material only.

6.    CERAMIC TILE: Ceramic tile shall be set by the thin-set method. Floor and
      wall layouts shall have two color banded patterns. Ceramic floor tile
      shall be nominal 2"x 2" and wall tile shall be nominal 4" x 4".

7.    PAINTING & WALLCOVERING: Wood doors and other finished hardwood shall be
      sealed, painted or varnished as indicated on the drawings. Door frames,
      metal doors, metal stairs and railings shall be painted.

      Exposed exterior wood, ferrous metals and equipment shall be painted,
      unless provided with a factory applied finish. Paint materials and
      coverage shall be acceptable for each application and exposure.

10000 SPECIALTIES


                                       13
<PAGE>

1.    TOILET PARTITIONS AND ACCESSORIES: Toilet partitions shall be floor
      mounted metal partitions with baked enamel finish complete with door,
      latch, rubber stop and coat hook at each stall. Matching screens shall be
      provided between urinals. The following accessories shall be provided:

      A.    Toilet Tissue Dispenser: One at each toilet stall.
      B.    Paper Towel Dispenser: One per lavatory, maximum of two per toilet
            room.
      C.    Soap Dispenser: One at each lavatory.
      D.    Grab Bars: As required by handicapped code.
      E.    Feminine Napkin Receptacles: One at each women's toilet stall.
      F.    Feminine Napkin Dispensers: One at each women's toilet room.

2.    FIRE EXTINGUISHERS: Fire extinguishers shall be provided as required by
      local fire codes. Fire extinguishers shall be housed in painted metal
      cabinets in finished areas, and surface mounted in unfinished areas.

3.    SIGNS: Code required building and signs shall be provided including toilet
      room signs, handicapped parking signs and traffic control signs, elevator
      lobby signs, main building directory, and skyway signage.

      Garage signs shall be provided, including "Maximum Height" signs at the
      entrances, handicapped parking signs, and directional traffic signs.

4.    WINDOW COVERINGS: Horizontal metal slat 1" louver blinds shall be
      installed, just prior to occupancy on the inside of the exterior window
      openings, manual control to raise and lower by cord, blade angle
      adjustable by control wand.

11000 EQUIPMENT

1.    DOCK LEVELERS: Dock levelers shall be manual 6' x 8', 20,000-pound
      capacity levelers installed complete with bumpers. Three (3) dock levelers
      will be provided at the loading dock.

2.    WINDOW WASHING EQUIPMENT: A complete window washing system shall be
      provided with all required anchors, rigging, platforms, davits etc. System
      shall be located on the roof.

14000 CONVEYING SYSTEMS

1.    ELEVATOR: Building and garage elevators shall be provided as follows:

      A.    NICOLLET LOW RISE BANK (1, 2, 3, 4): Two (2) electric traction
            elevators with 3,500 pound capacity, 350 feet per minute speed and
            center opening doors.

      B.    10th STREET LOW RISE BANK (1, 3 - 5): Two (2) electric traction
            elevators with 3,500 pound capacity, 450 feet per minute speed and
            center opening doors.


                                       14
<PAGE>

      C.    10th STREET HIGH RISE BANK (1,5 - 13): Six (6) electric traction
            elevators with 4,000 pound capacity, 700 feet per minute speed and
            center opening doors.

      E.    SERVICE ELEVATORS (One (1): 1 to 13 and Penthouse): One (1)
            electric traction elevator with 4,500 pound capacity, 500 feet per
            minute speed, and center opening doors.

      G.    PARKING GARAGE & ELEVATORS (1, 2, P1 - P3): Two (2) electric
            traction elevators with 3,500 pound capacity and 200 feet per minute
            speed.

            Elevator entrance doors and frames shall have baked enamel painted
finish. Stainless steel doors and frames shall be provided at the street level
elevator lobby only. Frame allowance for 1st floor openings is $5,000/frame. Cab
finish allowance is $15,000/cab.

2.    ELEVATOR DESIGN: The low and high rise bank of elevators shall be designed
      to assume a density of one person per 175 usable square feet. The design
      shall also include a handling capacity (the percentage of capacity that
      can be accommodated within five minutes) of 13% or greater, average
      interval times of under 30 seconds.

3.    ESCALATORS: Two (2) escalators shall be provided for access between level
      one and two lobbies. Step width shall be 40", speed 90 feet per
      minute, railing shall be clear glass with stainless cap.

15000 MECHANICAL

1.    SITE UTILITIES
      o     Sanitary sewer - extending to the street in multiple locations.
      o     Storm, sewer - extending to the street in multiple locations.
      o     Potable water service - not less than 4" ductile iron sized per
            Minnesota Plumbing Code, extending to the street.
      o     Fire service - 8" ductile iron, extending to the street

2.    PLUMBING BASIC MATERIALS
      o     Waste, vent and rain water
      o     No-hub cast iron
      o     Grooved galvanized risers
      o     Galvanized and cast iron horizontals
      o     Potable water
            -3" and smaller - type "L" copper
            -4" and larger - galvanized steel, schedule 40 with grooved fittings

3.    SANITARY SYSTEM
      o     Continuous waste and vent to all plumbing fixtures and drains.
      o     Drain columns, waste and vent will be provided on each floor for
            future connection of tenant fixtures.


                                       15
<PAGE>

      o     Floor drain in each toilet room and mechanical space.
      o     Sanitary sewer system with an inflammable waste trap for drainage of
            garage covered levels.

4.    STORM SYSTEM
      o     Continuous flow roof drains with interior piping system.
      o     Overflow roof drains with flow alarm switch tied to primary system.
      o     All horizontal piping to be insulated.

5.    POTABLE WATER SYSTEM
      o     Water pressure booster station.
      o     Complete distribution system to all plumbing fixtures.
      o     Pipes insulated with 1" fiberglass insulation, except where enclosed
            in cavity walls.
      o     Full port ball valves at all groups of fixtures.
      o     Sterilized per Minnesota Plumbing Code.
      o     Hose bibs will be provided in major mechanical rooms, the loading
            dock, and under the counter in all restrooms. A freeze-proof wall
            hydrant will be provided on each exterior face of the building.
      o     Local electric water heaters located in closets and/or under
            counters will be provided, sized to provide hot water for the toilet
            rooms.
      o     PRV's to be located, at a minimum, at every sixth floor.
      o     Backflow protection will be installed if potable water system is
            connected to a non potable process use.

6.    PLUMBING FIXTURES
      o     Water closets - Wall hung, elongated bowls, flush valve. Quantity of
            water closets per floor will be adequate to meet applicable code.
      o     Lavatory - Vanities shall be solid surface material with integral
            bowls. Single lever faucet, insulated tailpiece and trap to meet ADA
            requirements.
      o     Urinals - Vitreous china, washout style, flush valve.
      o     Service sinks - Floor mounted. Crushed stone and polyester resin
            construction. Double handle faucet with vacuum breaker, wall brace,
            pail hook and hose threaded spout.
      o     Electric water coolers - Handicap accessible, with plastic bubbler,
            as required by code.

7.    FIRE PROTECTION
      o     Fire pump to serve standpipes and automatic sprinklers.
      o     Wet standpipes per NFPA 14 in each exit stair, interconnected, piped
            to the fire pump and a fire department connection on the building
            exterior.
      o     Wet sprinkler system, hydraulically calculated, for the hazard
            rating encountered per NFPA 13.
      o     All sprinkler products must be approved and U.L. labeled.
      o     All necessary pressure reducing valves, zone valves, flow switches,
            drains etc. for a complete system.
      o     Dry standpipe system at garage with Fire Department connections as
            required by the local Fire Officials.


                                       16
<PAGE>

      o     Dry pipe sprinkler system will be provided at the dock area, and
            other enclosed garage areas as required by code.

      o     Materials: Electric resistance welded ASTM A-135 XL lightweight
            galvanized steel pipe

      o     Sprinkler piping shall be provided to include main runs with crosses
            to achieve, at a minimum, a 15' x 15' grid.

8.    HEATING, VENTILATION, AND AIR CONDITIONING: A complete mechanical system
      shall be provided throughout the building shell to accomplish heating,
      ventilation, and air conditioning as follows

      Wet Side of System
      o     Heating shall be accomplished by steam to water converters with
            distribution piping and pumping system located on the P1 level.
            Steam to be provided by Minneapolis Energy Center (MEC).
      o     Cooling shall be accomplished through chilled water generated by the
            Minneapolis Energy Center (MEC). MEC meter and chilled water pumps
            to be located in the P1 mechanical room.
      o     Supplemental cooling capacity - One (1) ton/3,000 RSF, equipment,
            piping, ductwork, temperature control wiring etc. by Tenant.
      o     Cabinet/horizontal unit heaters to serve stairways, mechanical
            rooms.
      o     Fan coil units serve MPOP, APOP, electrical rooms and elevator
            equipment rooms.
      o     Radiation at floor one and two, where perimeter glass exceeds 7-0"
            in height.

      Air Side of System
      o     Supply air provided by built-up air handlers with supply fans,
            return fans and chilled water coils.
      o     Perimeter zone VAV boxes (8) with ductwork rough-in. Sixteen (16)
            VAV boxes stockpiled on each floor for future tenant improvement
            interior zones.
      o     Interior VAV boxes with complete ductwork at elevator lobbies -
            floors 1 and 2 only.
      o     Electrical room ventilation fans.
      o     Stair pressurization fans per code.
      o     Air changes shall be (6) per hour.
      o     Public area served by make-up air and exhaust system with
            distribution ductwork, and terminal devices serving floors one and
            two.
      o     Loading dock exhaust/make-up air.
      o     Elevator shaft relief.
      o     The building will be provided with toilet exhaust to meet applicable
            codes.
      o     Outside air economizer, enthalpy-controlled, capable of 100% outside
            air.
      o     Minimum outside air provision shall be based on the higher standard
            of ASHRAE Standard 62-89 (Ventilation for Acceptable Indoor Air
            Quality). Ideally minimum outside air is actively controlled in
            accordance with the actual building population.
      o     Air handling units will be designed to address indoor air quality
            issues as set forth in the ASHRAE 62-89 Standards. The following
            will be provided:


                                       17
<PAGE>

            1.    Coated galvanized steel cooling coil drain pans, which are
                  internally sloped to drain dry upon unit shutdown. Coils shall
                  have a minimum of 6 up to a maximum of 8 rows and be selected
                  at a maximum face velocity of 500 fpm.
            2.    Air handling units will be fully accessible for cleaning and
                  maintenance following ASHRAE 62-89 Standards.
            3.    Painted or galvanized cooling coil frames.
            4.    AHU's capable of delivering 55(degrees)F supply air at peak
                  cooling load conditions to occupied space.
            5.    Air filters shall have an efficiency of 35% according to
                  ASHRAE 62-89 Standards.
      o     Level 3 and 4 office along Nicollet Avenue will be served by
            packaged DX cooling VAV rooftop units.
      o     The system, including exhaust fans, shall be designed to operate so
            that sound transmission levels do not exceed NC35. Landlord shall be
            required to take appropriate corrective measures to eliminate any
            disturbing noise or vibration of any mechanical equipment or system
            furnished and installed by Landlord.

            Design Criteria
      o     The heating, ventilating and air-conditioning system shall meet the
            following design conditions, at the stated outside design
            conditions:

            1.    Summer - Outdoor conditions 92(degrees) Fahrenheit dry bulb;
                  75(degrees) Fahrenheit wet bulb (1% coincidence); indoor
                  conditions 75(degrees) Fahrenheit dry bulb, 50% relative
                  humidity maximum.
            2.    Winter - Outdoor conditions minus 19(degrees) Fahrenheit dry
                  bulb; 70(degrees) Fahrenheit dry bulb, inside.

      o     Supply outlets shall be selected for minimum drafts and noiseless
            air distribution.

            The type and size of the diffusers shall be determined by Landlord's
            engineer.

            Exhaust fans shall be exhausted to the return air plenum. Electrical
            closets shall be equipped with exhaust fans.

            Supply air to the occupied tenant spaces shall be filtered with
            replaceable media type filters in accordance with ASHRAE 62-89
            Standards with an average efficiency of 35% based on ASHRAE Test
            Standard 52.1-92.

            All supply air ductwork shall be sealed in accordance with SMACNA
            standards for Seal Class "A".

            Chilled hydronic systems shall be variable flow with two-way
            throttling valves.

            Both beating and chilled water systems will be thoroughly chemically
            cleaned (internally) and flushed. Systems then will be circulated
            through cartridge type filtering devices until clean. Both heating
            water and chilled water systems will be


                                       18
<PAGE>

            hydrostatically tested and proved leak tight prior to insulation.
            All heating and chilled water systems will be balanced to design
            flow rates and documented. All air distribution will be balanced and
            documented according to ASHRAE 62-89 Standards.

10.   EMERGENCY GENERATOR
      o     Generator location is indoors or roof mounted with a weather proof
            enclosure, with an integral tank and radiator.
      o     Louvers, dampers and controls for combustion air and generator room
            cooling.
      o     Exhaust pipe and exhaust pipe insulation.
      o     Fuel oil pipes and controls.
      o     Emergency generator is for base building life safety purposes only.

11.   LIFE SAFETY SYSTEMS
      o     Stair pressurization for all egress stairways.
      o     Floor by floor smoke management control using smoke dampers on the
            return and supply.
      o     Elevator hoistway smoke relief (each bank).

12.   BUILDING AUTOMATION AND CONTROLS
      o     All mechanical systems shall be controlled and monitored by a direct
            digital control (DDC) system complete with a personal computer
            interface with color graphics, modem, and trend logging
            capabilities.
      o     All air handler functions shall be controlled by the DDC system.
      o     All VAV box functions shall be DDC controlled.
      o     All exhaust fans shall be DDC controlled.
      o     A direct digital control system (energy management system) shall be
            provided with the features listed below as a minimum:

            1.    Provide run time status of HVAC equipment.
            2.    Control each zone to maintain set-point temperature. The
                  set-point temperatures shall be adjustable third system
                  software.
            3.    Provide alarms indicating equipment failure, zone high/low
                  temperatures, etc.
            4.    Provide chilled water during winter months for HVAC equipment
                  in computer room, telephone switch rooms, network and
                  communications closets.
            5.    The building control system will be full state-of-art DDC
                  microprocessor based, PC driven, with stand alone remote field
                  panels and peer-to-peer communication over a high speed
                  network to all terminal equipment. All software and custom
                  graphics will be included. Minimum network communication speed
                  will be approximately 1OOK BAUD panel to panel and 9600 BAUD
                  panel to terminal device controllers. Pneumatic actuators in
                  the central plant may be considered. Temperature sensors and
                  wiring will be left coiled and in ceiling plenum for
                  installation during tenant improvement.

13.   TEST AND BALANCE


                                       19
<PAGE>

      o     All ventilation and hydronic systems shall be performance tested and
            balanced to the design specifications.
      o     Balancing shall be done by an independent test and balance (TAB)
            contractor.
      o     TAB contractor shall provide a written report.
      o     Life safety systems shall be witness tested under actual operating
            conditions.


                                       20
<PAGE>

16000 ELECTRICAL

1.    SITE UTILITIES
      o     Multiple 1500 KVA, 277/480 volt secondary, vault located transformer
            by NSP Co. Primary cable by NSP Co.
      o     4 inch PVC empty conduits from telephone Co. vault to MPOP for
            telephone service.
      o     4 inch PVC empty conduits from telephone Co. vault to APOP for
            telephone service.

2.    ELECTRICAL SERVICE AND DISTRIBUTION SYSTEM
      o     Multiple 3000 amp, 3 phase, 4 wire secondary services from
            transformer vaults to switchboards.
      o     Multiple 3000 amp, 3 phase, 4 wire, 277/480 volt switchboards on
            lower level. NSP metering provisions, fused main and distribution
            switches, and housekeeping concrete pads.
      o     3 phase, life safety emergency service, with normal power derived
            from utility service and emergency power derived from emergency
            generator set, complete with automatic transfer switches and all
            generator accessories, to serve life safety requirements.
      o     Plug-in aluminum modular bus duct riser in building core from
            switchboard to electrical closet. Plug in fused disconnect switches
            to serve feeders for panelboards, lighting and miscellaneous power
            loads.

3.    PANELBOARDS ANND TRANSFORMERS
      o     Distribution shall be to one electrical room on each floor.
            Electrical rooms will be stacked.
      o     Circuit breaker panelboards shall be located in the electrical room
            on each floor to serve electrical loads and the portion of the
            leased premises on the floor as follows:
            (1)   Provide one 480/277 volt panelboard in the electrical room.
                  Panelboard shall have provision for 42 one pole bolt on
                  breakers.
            (2)   In the electrical room provide two 120/208 volt panelboards
                  with a 112 KVA. Each panelboard will have provisions for 42
                  one pole bolt-on breakers.

4.    GROUNDING SYSTEM
      o     Isolated ground conductor riser for all electrical and
            telephone/data rooms, originating in the main switchboards, extended
            through stacked electrical rooms for transformer and miscellaneous
            ground connections.

5.    STANDBY POWER GENERATION SYSTEM
      o     Diesel engine generator system with integral radiator, main circuit
            breaker, 277/480 volt, 3 phase, 4 wire.
      o     Multiple Automatic Transfer Switches 277/480 volt, 3 phase, for
            smoke evacuation system, life safety loads, and required elevator
            loads.
      o     Fuel and exhaust piping, cooling and combustion air ducting, and
            insulation all by Division 15.

6.    BRANCH CIRCUIT DEVICES


                                       21
<PAGE>

      o     Switches to be spec grade, 277 volt, 20 ampere toggle.
      o     Duplex receptacles to be spec grade, 20 ampere.
      o     GFI outlets to be provided at all wet locations, within 50' of roof
            mounted equipment, and all exterior locations.

7.    INTERIOR LIGHTING
      o     Office area lighting by 2' x 4', 3 lamp, T-8 fluorescent troffers,
            electronic ballasts, 3 inch deep, 18 cell, low glare parabolic
            reflectors, one fixture per 80 usable SF stockpiled on tenant
            floors.
      o     Storage and equipment room areas by 4 foot or 8 foot strip, T-8
            fluorescent, electronic ballasted fixtures, surface or chain hung
            for 30 foot-candles.
      o     All stairway lighting will be surface mounted, lensed fluorescent
            with T-8 lamps and electronic ballasts, for 20 foot-candles average
            at each landing.
      o     Lighting for selected common building areas shall be controlled by
            the building computerized control system or local control for
            support rooms (i.e. electrical closets, communication closets,
            storage, etc.).

8.    EXIT AND EGRESS LIGHTING
      o     Exit lights, LED type, at all egress pathways and exit doors,
            connected to emergency power distribution system.
      o     Egress lighting will be selected room lights, stairwell lights,
            public area lights, for lighting throughout the egress path
            connected to emergency power distribution system.

10.   BRANCH CIRCUITRY
      o     120 volt power will be copper conductor, THHN insulation, per NEC.
      o     Lighting branch circuits above accessible ceilings will be MC type
            cable or manufactured type wiring system.

11.   FIRE DETECTION AND ALARM SYSTEM
      o     Fully addressable, solid state, multiplexed, high rise, with voice
            capabilities.
      o     Area smoke detectors in all elevator lobbies, electrical and
            telephone equipment rooms.
      o     Duct smoke detectors in air handling units and in ducts as required.
      o     Audible speaker strobe combination devices in all elevator lobbies,
            public corridors and areas, every fourth floor in stairwells and
            public toilet rooms.
      o     Elevator recall features, water flow, tamper switch, and stair
            pressurization connections.
      o     Remote monitoring by UL listed remote station capabilities.
      o     Control panel located at fire command center (guard desk).
      o     Smoke evacuation manual controls at command center.
      o     Speaker horns and visual strobes (ADA approved) at core areas only.
            Tenant will be responsible for devices within tenant areas per code
            requirements.


                                       22
<PAGE>

      o     Smoke detectors at the elevator lobbies which interface with the
            elevator control system.
      o     Fireman's telephone system utilizing two-way permanent phones and
            phone jacks.

12.   CLOSED CIRCUT TV SECURITY SYSTEM
      o     Multiple components for coverage of entrances into building
            including cameras (black and white), lenses, housings, heaters,
            mounts, controls etc.
      o     Cables, controllers, power supplies, training of staff and
            maintenance agreement.
      o     Monitors at control center (security desk), one time lapse recorder
            with tapes.

13.   SECURITY CARD ACCESS SYSTEM
      o     Proximity card readers at selected exterior entries, magnetic locks
            at selected doors, door position switches, exit motion sensors and
            blank cards.
      o     Rough in of empty conduit at the stairwells for future control of
            stairwell doors.

14.   VOICE/DATA COMMUNICATIONS CABLING
      o     MPOP and fiber optic hub rooms located in lower level for
            communications cable and glass fiber entrances to building is by
            tenant.
      o     Telephone/fiber hub riser rooms will have combination sleeves
            between floors for fiber and telephone vertical cable risers.

15.   SYSTEM COMMISSIONING
      o     Critical systems, such as emergency generator system, fire alarm
            system, card access system, voice/data cabling system, shall be
            commissioned. Normal operation, backup operation and controls are to
            be tested at operating conditions and possible failure modes
            identified.


                                       23
<PAGE>

100% Schematic Set


[SCHEMATIC OF NICOLLET MALL ELEVATION A301]
<PAGE>

100% Schematic Set


[SCHEMATIC OF 10TH STREET ELEVATION A302]
<PAGE>

100% Schematic Set


[SCHEMATIC OF LASALLE AVENUE ELEVATION A303]
<PAGE>

100% Schematic Set


[SCHEMATIC OF 9TH STREET ELEVATION A304]
<PAGE>

                       900 NICOLLET CONSTRUCTION SCHEDULE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
  ID     Task Name                                  Duration         Start          Finish
--------------------------------------------------------------------------------------------
<S>      <C>                                       <C>          <C>             <C>
  1      Agreements Executed                         1 day       Thu 12/31/98   Thu 12/31/98
--------------------------------------------------------------------------------------------
  2      Land Acquisition                           156 days       Mon 1/4/99    Wed 8/11/98
--------------------------------------------------------------------------------------------
  15     Design Schedule                            351 days    Thur 12/31/98    Wed 5/17/00
--------------------------------------------------------------------------------------------
  45     Document Review                            135 days     Thu 10/28/99    Wed 5/17/00
--------------------------------------------------------------------------------------------
  53     City Permits & Approvals                   255 days       Tue 6/1/99     Thu 6/1/00
--------------------------------------------------------------------------------------------
  70     Subcontract Bidding & Award                148 days       Tue 6/1/99   Thu 12/30/99
--------------------------------------------------------------------------------------------
  79     Procurement                                235 days      Tue 6/22/99    Wed 5/24/00
--------------------------------------------------------------------------------------------
  95     Ramp Construction                        278.5 days       Wed 6/9/99    Mon 7/17/00
--------------------------------------------------------------------------------------------
 151     1st Floor                                  190 days      Fri 5/19/00    Tue 2/20/01
--------------------------------------------------------------------------------------------
 166     2nd Floor                                  220 days       Mon 6/5/00    Tue 4/17/01
--------------------------------------------------------------------------------------------
 183     Target Store & Retail Construction         678 days     Thu 12/31/98    Fri 8/31/01
--------------------------------------------------------------------------------------------
 206     3rd Floor Office                           235 days      Mon 6/26/00    Wed 5/30/01
--------------------------------------------------------------------------------------------
 223     4th Floor Office                           245 days      Wed 7/26/00    Thu 7/12/01
--------------------------------------------------------------------------------------------
 240     Roof                                        81 days      Wed 8/30/00   Tue 12/26/00
--------------------------------------------------------------------------------------------
 248     Penthouse @ 5th Floor                       75 days      Wed 8/23/00    Fri 12/8/00
--------------------------------------------------------------------------------------------
 266     Office Tower                               280 days      Wed 8/23/00    Fri 9/28/01
--------------------------------------------------------------------------------------------
 257       Brick Exterior                           120 days      Wed 1/17/01    Thur 7/5/01
--------------------------------------------------------------------------------------------
 288       5th Floor                                140 days      Wed 8/23/00    Tue 3/13/01
--------------------------------------------------------------------------------------------
 305       6th Floor                                149 days      Thu 8/31/00     Tue 4/3/01
--------------------------------------------------------------------------------------------
 322       7th Floor                                158 days      Mon 9/11/00    Tue 4/24/01
--------------------------------------------------------------------------------------------
 339       8th Floor                                167 days      Tue 9/19/00    Wed 6/15/01
--------------------------------------------------------------------------------------------
 256       9th Bloor                                176 days      Wed 9/27/00     Wed 6/6/01
--------------------------------------------------------------------------------------------
 373       10th Floor                               184 days      Thu 10/5/00    Tue 6/26/01
--------------------------------------------------------------------------------------------
 390       Penthouse @ Tower                         87 days     Fri 10/13/00    Fri 2/16/01
--------------------------------------------------------------------------------------------
 399       11th Floor                               194 days     Fri 10/13/00    Thu 7/19/01
--------------------------------------------------------------------------------------------
 416       Penthouse for 11 Story Tower              77 days     Mon 10/23/00    Mon 2/12/01
--------------------------------------------------------------------------------------------
 424       11 Story Closeout                         91 days      Tue 6/22/01    Fri 9/28/01
--------------------------------------------------------------------------------------------
 428          Tenant Improvement for Floors 9-11     91 days      Tue 5/22/02    Fri 9/28/01
--------------------------------------------------------------------------------------------
 429             9th Floor                           55 days      Tue 5/22/02     Wed 8/8/01
--------------------------------------------------------------------------------------------
 441             10th Floor                          63 days       Fri 6/1/01    Wed 8/29/01
--------------------------------------------------------------------------------------------
 453             11th Floor                          71 days      Tue 6/12/01    Thu 9/20/01
--------------------------------------------------------------------------------------------
 465             Tenant Closeout                     13 days      Wed 9/12/01    Fri 9/28/01
--------------------------------------------------------------------------------------------
</TABLE>

                [900 NICOLLET CONSTRUCTION SCHEDULE GANTT CHART]

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

Project: 900 Nicollet - Phase 1 With F
Date: Mon 11/8/99                                     [GANTT CHART KEY]

--------------------------------------------------------------------------------
Retek Lease Exhibit                  Page 1                 Mon 11/8/99 12:03 PM
--------------------------------------------------------------------------------

<PAGE>

100% Schematic Set


[SCHEMATIC OF FIRST FLOOR PLAN A101]
<PAGE>

100% Schematic Set


[SCHEMATIC OF SECOND FLOOR PLAN A102]
<PAGE>

100% Schematic Set


[SCHEMATIC OF THIRD FLOOR PLAN A103]
<PAGE>

100% Schematic Set


[SCHEMATIC OF FOURTH FLOOR PLAN A104]
<PAGE>

100% Schematic Set


[SCHEMATIC OF TYPICAL FLOOR PLANS FLOORS 5 AND 6 A105]
<PAGE>

100% Schematic Set


[SCHEMATIC OF SEVENTH FLOOR PLAN A107]
<PAGE>

100% Schematic Set


[SCHEMATIC OF TYPICAL FLOOR PLANS LEVELS 8TH THRU 13TH A108]
<PAGE>

100% Schematic Set


[SCHEMATIC OF MECHANICAL FLOOR PLAN A114]
<PAGE>

100% Schematic Set


[SCHEMATIC OF PARKING LEVEL 1 AP01]
<PAGE>

100% Schematic Set


[SCHEMATIC OF PARKING LEVEL 3 AP03]
<PAGE>

                                    EXHIBIT E

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                          DATED AS OF NOVEMBER 8, 1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                              900 Nicollet Project
                              Office & Common Areas
                 Base Building / Tenant Improvement Allocations

Column A - Items provided by Base Building.
Column B - Items to be provided by Tenant as part of Tenant Improvements.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
Finishes - Building Core Areas
1.    Building main lobby - 10th Street
      A.    Floor finishes                                                               X
      B.    Wall finishes                                                                X
      C.    Ceiling finishes                                                             X
      D.    Lighting                                                                     X
2.    Nicollet Mall lobby and elevator entrance - 1st and 2nd floor
      A.    Floor finishes                                                                            X
      B.    Wall finishes                                                                             X
      C.    Ceiling finishes                                                                          X
      D.    Lighting                                                                                  X
3.    Office floor elevator lobbies - 10th Street
      A.    Steel troweled concrete floor                                                X
      B.    Floor finishes                                                                            X
      C.    Gypsum board walls, sanded and taped                                         X
      D.    Wall finishes                                                                             X
      E.    Ceiling finishes                                                                          X
      F.    Lighting                                                                                  X
4.    Communications/electrical rooms
      A.    Sealed concrete floor, painted walls and unfinished ceiling                  X
      B.    Full height door per code (8'-0" high)                                       X
5.    Stairwells
      A.    Sealed concrete floors, stair treads                                         X
      B.    Painted steel stairs and walls                                               X
      C.    Full height doors per code (8'-0" high)                                      X
6.    Toilet rooms
      A.    Floor finishes (ceramic tile floors and base)                                X
      B.    Wall finishes (VWC on gypsum board walls, ceramic tile at "wet"              X
            walls)
      C.    Ceiling finishes (acoustical ceiling tile)                                   X
</TABLE>


                                       24
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
      D.    Building standard plumbing and light fixtures                                X
      E.    Mirrors, toilet partitions and accessories                                   X

Finishes - Office Areas Outside of Building Core
1.    Office spaces
      A.    Steel troweled concrete floor                                                X
      B.    Floor finishes (carpet, resilient tile, etc.)                                             X
      C.    Gypsum board perimeter walls, core walls and columns, taped and              X
            sanded
      D.    Wall finishes (VWC, paint, etc.)                                                          X
      E.    Ceiling grid installed in a 4' x 4' grid system. Ceiling tiles and           X
            remaining grid will be stockpiled on the floor. (Open office layout
            with no wall penetrations of the grid system.)
      F.    Installation of ceiling tile and remaining grid.                                          X
      G.    Horizontal window blinds at exterior windows (1" mini blinds).               X
      H.    Doors, frames and hardware.                                                               X
      I.    Tenant signs                                                                              X

Heating, Ventilation and Air Conditioning System
1.    Office spaces
      A.    Variable air volume (VAV) system with primary distribution ductwork          X
            (duct mains) and complete perimeter (heating) zones including
            secondary distribution ductwork, VAV boxes, controls and diffusers.
      B.    Interior zone VAV boxes stockpiled on floors for future tenant               X
            build-out at 1,500 RSF per zone.
      C.    Installation of interior VAV zones including installation of                              X
            stockpiled VAV boxes, secondary distribution ductwork, controls,
            diffusers and return air grilles.
      D.    Exhaust fans for conference and meeting rooms.                                            X
2.    Computer rooms, special use areas.
      A.    Supplemental cooling for computer rooms, and other special cooling                        X
            or ventilation requirements.

Automatic Sprinkler System
1.    Office Spaces
      A.    Automatic sprinkler system installed complete for an open office             X
            plan in accordance with N.F.P.A. and building code requirements.
      B.    Added sprinkler heads and/or relocation of sprinkler heads for                            X
            enclosed offices, conference rooms, etc.
2.    Computer rooms, special use areas.
      A.    Special fire protection sprinkler systems, detection systems or                           X
            suppression systems for computer rooms, storage rooms or other
            special uses.

Electrical System - Power Distribution & Lighting
1.    Office spaces
      A.    Lighting (277v.)
            (1)   Provide 277/480 volt lighting panelboards with breakers, two           X
                  per floor in electrical closets.
</TABLE>


                                       25
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
            (2)   Provide electrical distribution for lighting consisting of 1           X
                  junction box per 4,000 RSF, with 2-277 volt, 20 amp circuits
                  each.
            (3)   Furnish only (stacked on the floor) one 2'x4' 3 lamp                   X
                  fluorescent light fixture, 3" deep x 18 cell parabolic, per 80
                  RSF.
            (4)   Installation, wiring and switching of light fixtures.                               X
            (5)   Furnishing and installation of and special lighting systems or                      X
                  fixtures.
      B.    Convenience power (120v./208v.)
            (1)   Provide 120/208 volt convenience power panelboards with                X
                  breakers, in electrical closets.
            (2)   Distribution wiring and installation of all convenience                             X
                  receptacles.
            (3)   Distribution wiring, connections and wiring of office                               X
                  furniture systems.
      B.    Special power and/or lighting requirements                                                X

Data / Telecommunications Systems
1.    Telephone and computer systems
      A.    Telephone equipment                                                                       X
      B.    Wiring and installation of telephone equipment                                            X
      C.    Computer equipment                                                                        X
      D.    Wiring and installation of computer equipment                                             X
      E.    Raised floor systems or other special computer environmental                              X
            requirements.
      F.    Special mechanical requirements including cooling systems,                                X
            humidification systems, etc.
      G.    Special power requirements including emergency power, UPS, etc.                           X
2.    Cabling infrastructure
      A.    Cable tray and/or other horizontal cabling distribution facilities                        X
            on tenant floors.
      B.    Data outlet boxes in drywall partitions with conduit stubs above                          X
            ceiling.
      C.    Copper and/or fiber connections from MPOP/APOP to telephone switch                        X
            and computer systems.
      D.    Copper and/or fiber riser cables, distribution equipment and                              X
            distribution to workstations (including floor penetrations.)

Security System
1.    Building security system for controlling building access at the street and         X
      skyway levels.

Miscellaneous
1.    Design fees for general office areas and other Interior Improvements                            X
2.    Hoisting of TI materials.                                                                       X
3.    Streetscapes.                                                                      X
</TABLE>


                                       26
<PAGE>

                              900 Nicollet Project
                                  Retail Spaces
                 Base Building / Tenant Improvement Allocations

Column A - Items provided by Base Building.
Column B - Items to be provided as part of Tenant Improvements.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
General Costs
1.    Interior design services                                                                        X
2.    Foodservice & kitchen equipment design                                                          X
3.    Foodservice permits, approvals                                                                  X
4.    Ryan / Subcontractor design costs associated Mech / Elec fit-up of Tenant space                 X
5.    Construction General Conditions costs associated with Tenant Improvements.                      X
6.    Sewer connection assessment (SAC charge)                                                        X

Building Core & Shell
1.    Building exterior
      A.    Storefront (as detailed in current Schematic drawings)                       X
      B.    Added entrance doors or other modifications to building shell.                            X
      C.    Basic awnings (as detailed in current Schematic drawings)                    X
      D.    Exterior signs                                                                            X
2.    Service access
      A.    Special provisions for separate service access, trash facilities,                         X
            etc.
3.    Toilet Facilities
      A.    Dedicated toilet rooms (code required for TI usage) to be                                 X
            constructed as part of the retail Tenant Improvements
      B.    Base building will provide one male and one female restroom on the           X
            second floor for all retail tenants' employees. There will be no
            general public restrooms in the base building.
4.    Exterior window treatment (blinds / drapes)                                                     X

Tenant Space General Construction & Finishes
1.    Floor finishes
      A.    Steel troweled concrete floor                                                X
      B.    Waterproof membrane at wet areas                                                          X
      C.    Floor finishes                                                                            X
2.    Wall finishes
      A.    Gypsum board demising walls and gypsum board at interior face of             X
            exterior walls, sanded and taped
      B.    Wall finishes                                                                             X
3.    Ceiling finishes
      E.    Ceiling grid installed in a 4' x 4' grid system. Ceiling tiles and           X
            remaining grid will be stockpiled on the floor. (Open office layout
            with no wall penetrations of the grid system.)
      F.    Installation of ceiling tile and remaining grid.                                          X
4.    General construction of tenant space including partitions, doors, soffits,
      millwork, finishes, foodservice equipment and amenities, etc.
</TABLE>


                                       27
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
Utility Services
1.    Gas service                                                                                     X
      A.    Extension of gas service to retail space (if required)
2.    Plumbing Service                                                                                X
      A.    Extension of waste (and vent) piping to retail space (if required)                        X
      B.    Extension of water service from building core to retail space (if
            required)
3.    Electrical service
      A.    Metering distribution panel 120/208V - 3-phase, 4-wire                       X
      B.    Feeder panelboard, circuit breakers, and wiring downstream of                             X
            metering distribution panel.
5.    Telephone service
      A.    Extension of telephone service from MPOP to retail space                                  X

Plumbing / Gas Piping
1.    Basic Plumbing
      A.    Foodservice plumbing system including waste and vent piping, floor                        X
            drains, sinks, garbage disposals, equipment connections, grease
            traps, toilet room piping and fixtures, etc.
      B.    Complete water system including piping and insulation, hot water                          X
            heater, connections to plumbing fixtures, equipment, etc.
3.    Gas Piping
      A.    Gas piping system complete including piping to kitchen equipment,                         X
            automatic shut-off valves, etc.

Heating, Ventilation and Air Conditioning System
1.    Basic HVAC
      A.    Dedicated air handling unit(s) for overhead constant volume system,          X
            ducted to the retail space (terminated at demising wall)
      B.    Perimeter fin tube heat with architectural covers at exterior                X
            storefront windows
      C.    Duct main extension, controls, secondary distribution ductwork,                           X
            diffusers and return air grilles
2.    Kitchen Exhaust / Make Up Air (MUA) Systems
      A.    MUA system complete including make-up air unit, duct extension,                           X
            controls and utility connections
      B.    Kitchen exhaust systems complete including hoods, ducts, duct                             X
            shafts, roof fans, pollution control, roof penetrations and
            flashings, wiring, controls, etc.
3.    HVAC - Miscellaneous
      A.    Toilet exhaust systems, supplemental cooling, and other special                           X
            cooling or ventilation requirements

Automatic Sprinkler Fire Protection System
1.    Basic Fire Protection
      A.    Automatic sprinkler system installed for an open floor plan in               X
            accordance with N.F.P.A. #13 and building code requirements
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>
      B.    Relocation of sprinkler beads, added sprinkler heads, and other                           X
            modifications required for build-out of retail space
2.    Special Fire Protection Requirements
      A.    Kitchen hood suppression systems, duct protection, misting systems,                       X
            and other special fire protection requirements
      B.    Increased sprinkler density, or other special requirements                                X
            associated with storage areas

Electrical System
1.    Lighting systems complete including panels, wiring, controls and light                          X
      fixtures
2.    Power wiring and connections for kitchen equipment, mechanical equipment                        X
3.    Convenience power                                                                               X
4.    Battery pack egress lighting                                                                    X

Fire Detection and Alarm Systems
1.    Base Building Fire Life Safety System as detailed in current Schematic              X
      documents, including main fire alarm panel, smoke control systems, and
      capacity for connection of devices in retail space
2.    Fire alarm requirements for retail space including any required                                 X
      detection, monitoring, annunciator panel, and alarm devices

Security System
1.    Building security systems as detailed in current Schematic documents                X
2.    Additional security required for retail space                                                   X

Data / Telecommunication System
1.    Data and communication systems including phone system, data systems,
      paging systems, EPOS equipment, etc.                                                            X

Foodservice Equipment
1.    Procurement, unloading, and installation of kitchen / foodservice equipment;                    X
      equipment start-up and training.
2.    Coolers, refrigeration equipment, shelving, cabinets, countertops, etc.                         X
3.    Conduit, piping and other rough-ins for foodservice equipment                                   X
4.    Furniture, fixtures and equipment (FFE) including smallwears, linens,                           X
      supplies, etc.

Miscellaneous
1.    Exterior and/or interior signs                                                                  X
2.    Hoisting of TI materials                                                                        X
</TABLE>


                                       29
<PAGE>

                              900 Nicollet Project
                               Target Retail Space
                 Base Building / Tenant Improvement Allocations

Column A - Items provided by Base Building.
Column B - Items to be provided as part of Tenant Improvements.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>            <C>
General Costs
1.    Interior design services                                                                        X
2.    Foodservice & kitchen equipment design                                                          X
3.    Foodservice permits, approvals                                                                  X
4.    Ryan / Subcontractor design costs associated Mech / Elec fit-up of Tenant                       X
      space
5.    Construction General Conditions costs associated with Tenant                                    X
      Improvements.
6.    Sewer connection assessment (SAC charge)                                                        X

Building Core & Shell
1.    Building exterior
      A.    Storefront (as detailed in current Schematic drawings)                                    X
      B.    Added entrance doors or other modifications to buildings shell.                           X
      C.    Basic awnings (as detailed in current Schematic drawings)                    X
      D.    Awning upgrades (if required)                                                             X
      E.    Exterior signs                                                                            X
2.    Service Access
      A.    Service corridor to building truck docks                                     X
      B.    Shared use of building docks, trash facilities, etc., or
      C.    Special provisions for separate service access, trash facilities,          (None)
            etc.
3.    Storage area
      A.    General building storage areas.                                            (None)
4.    Toilet Facilities
      A.    Dedicated toilet rooms to be constructed as part of the retail                            X
            Tenant Improvements
5.    Exterior window treatment (blinds / drapes)                                                     X

Tenant Space General Construction & Finishes
1.    Floor finishes
      A.    Steel troweled concrete floor                                                X
      B.    Waterproof membrane at wet areas                                                          X
      C.    Floor finishes                                                                            X
2.    Backing & Blocking
      A.    Backing/Blocking within the demising wall interior face                                   X
3.    Wall finishes
      A.    Gypsum board demising walls and gypsum board at interior face of                          X
            exterior walls, sanded and taped
      B.    Wall finishes                                                                             X
4.    Ceiling finishes
      A.    Exposed structure                                                            X
</TABLE>


                                       30
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                                   <C>
      B.    Ceiling finishes                                                                          X
5.    General construction of tenant space including partitions, doors, soffits,                      X
      millwork, finishes, foodservice equipment and amenities, etc.

Utility Services
1.    Gas service
      A.    Extension of gas service to retail space (if required)                                    X
2.    Plumbing Service
      A.    Extension of waste (and vent) piping to retail space (if required)                        X
      B.    Extension of water service from building core to retail space (if                         X
            required)
3.    Electrical service
      A.    Panels, circuit breakers and wiring downstream of service panel /                         X
            generator
4.    Telephone service
      A.    Extension of telephone service from MPOP to retail space                                  X

Plumbing / Gas Piping
1.    Basic Plumbing
      A.    Foodservice plumbing system including waste and vent piping, floor                        X
            drains, sinks, garbage disposals, equipment connections, grease
            traps, toilet room piping and fixtures, etc.
      B.    Complete water system including piping and insulation, hot water                          X
            heater, connections to plumbing fixtures, equipment, etc.
3.    Gas Piping
      A.    Gas piping system complete including piping to kitchen equipment,                         X
            automatic shut-off valves, etc.

Heating, Ventilation and Air Conditioning System
1.    Basic HVAC
      A.    Dedicated air handling unit(s) for overhead constant volume system,                       X
            ducted to the retail space (terminated at demising wall)
      C.    Duct main extension, controls, secondary distribution ductwork,                           X
            diffusers and return air grilles
2.    Kitchen exhaust / MUA Systems
      A.    MUA system complete including make-up air unit, duct extension,                           X
            controls and utility connections
      B.    Kitchen exhaust systems complete including hoods, ducts, duct                             X
            shafts, roof fans, pollution control, roof penetrations and
            flashings, wiring, controls, etc.
3.    HVAC - Miscellaneous
      A.    Toilet exhaust systems, supplemental cooling, and other special                           X
            cooling or ventilation requirements

Automatic Sprinkler Fire Protection System
I.    Basic Fire Protection
      A.    Automatic sprinkler system installed for an open floor plan in                            X
            accordance with N.F.P.A. #13 and building code and Target
            requirements
      B.    Relocation of sprinkler heads, added sprinkler heads, and other                           X
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Description                                                                            A - Base     B - TI
-------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>          <C>

            modifications required for build-out of retail space
2.    Special Fire Protection Requirements
      A.    Kitchen hood suppression systems, duct protection, misting systems,                       X
            and other special fire protection requirements
      B.    Increased sprinkler density, or other special requirements associated                     X
            with storage areas

Electrical System
1.    Lighting systems complete including panels, wiring, controls and light                          X
      fixtures
2.    Power wiring and connections for kitchen equipment, trade fixtures, and                         X
      mechanical equipment
3.    Convenience power                                                                               X

Fire Detection and Alarm Systems
1.    Base Building Fire Life Safety System as detailed in current Schematic             X
      documents, including main fire alarm panel, smoke control systems, and
      capacity for connection of devices in retail space
2.    Fire alarm requirements for retail space including any required detection,                      X
      monitoring, annunciator panel, and alarm devices

Security System
1.    Building security systems as detailed in current Schematic documents               X
2.    Additional security required for retail space                                                   X

Data / Telecommunications System
1.    Data and communication systems including phone system, data systems,                            X
      paging systems, EPOS equipment, etc.

Foodservice Equipment
1.    Procurement, unloading, and installation of kitchen / foodservice equipment;                    X
      equipment start-up and training.
2.    Coolers, refrigeration equipment, shelving, cabinets, countertops. etc.                         X
3.    Conduit, piping and other rough-ins for foodservice equipment                                   X
4.    Furniture, fixtures and equipment (FFE) including smallwears, linens,                           X
      supplies, etc.

Miscellaneous
1.    Exterior and/or interior signs                                                                  X
2.    Start-up costs including personnel costs, training, supplies, utilities,                        X
      etc.
</TABLE>


                                       32
<PAGE>

                                    EXHIBIT F

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                           DATED AS OF NOVEMBER 8,1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                         PRELIMINARY BUILDING ELEVATION


                                       33
<PAGE>

                                    EXHIBIT G

                        ATTACHED TO AND FORMING A PART OF
                                 LEASE AGREEMENT
                          DATED AS OF NOVEBMER 8, 1999
                                     BETWEEN
                           RYAN 900, LLC, AS LANDLORD,
                                       AND
                        RETEK, INC., AS TENANT ("LEASE")

                               JANITORIAL SERVICES

Based on five (5) days per week service (Monday - Friday) with all work to
commence after 5:00 p.m.

Tenant Area - Daily Cleaning

      1.    Empty all waste baskets, waste receptacles, and place for disposal.

      2.    Empty and wash all ashtrays.

      3.    Dust mop tile floor surfaces.

      4.    Spot clean nightly - damp mop weekly.

      5.    Spot vacuum carpet nightly - vacuum thoroughly once a week.

      6.    Spot clean carpet spots and spillage upon request.

      7.    Dust desks, tables, counters, file cabinets, and other furniture or
            fixtures.

      8.    Dust all ledges and other flat surfaces within reach.

      9.    Properly arrange furniture.

      10.   Spot clean door and partition glass.

      11.   Spot clean light switches and adjacent wall area. These areas are to
            be free of fingerprints, marks and soils.

      12.   Wash cafeteria table tops.

      13.   Keep all building vacancies in a clean, presentable condition at all
            times.

      14.   All doors are to be locked upon completion of work.
<PAGE>

      15.   Leave only designated lights on.

Tenant Area - Weekly Cleaning

      1.    Dust high partition ledges and moldings.

      2.    Clean and polish door push plates, kickplates, and thresholds

      3.    Spray buff all tile areas.

      4.    Wash all cafeteria waste receptacles.

      5.    Vacuum thoroughly.

Tenant Area - Quarterly Cleaning

      1.    Strip, seal, and refinish all tile floor surfaces.

      2.    Dust venetian blinds.

Elevators - Daily Cleaning

      1.    Vacuum clean carpeting.

      2.    All areas are to be free of visible dust.

      3.    Clean and polish walls and doors.

      4.    Clean and polish all stainless steel.

      5.    Spot clean carpet spots and spillage.

Elevators - Monthly Cleaning

      1.    Cleaning ceiling light diffusers

      2.    Dust high ledges and moldings.

      3.    Shampoo carpeting as required.

Stairways - Daily Cleaning

      1.    Police and spot clean.

Stairways - Weekly Cleaning

      1.    Damp wipe handrails
<PAGE>

      2.    Dust all ledges, moldings and pipes.

      3.    Wet mop steps and landings.

      4.    Sweep steps and landings.

Restrooms - Daily Cleaning

      1.    Empty waste containers and replace plastic liners from customers
            stock.

      2.    Damp wipe and polish exterior of all waste containers.

      3.    Dust mop floor surfaces.

      4.    Wet mop all floor surfaces using a disinfectant solution. Corners,
            edges, baseboard grout are to be uniform in appearance.

      5.    Dust all ledges and other flat surfaces within reach.

      6.    Clean and polish all chrome hardware.

      7.    Clean and sanitize sinks, toilets, seats and urinals.

      8.    Clean and polish mirrors and frames.

      9.    Remove any soap scum or residue left from soap dispenser.

      10.   Wash walls and partitions adjacent to urinals, bowls, sinks. They
            are to be free of soil and marks and uniform in appearance.

      11.   Clean and polish dispensers, and refill from customer's stock.

      12.   Report any fixtures not working properly to building office.

Restroom - Weekly Cleaning

      1.    Wash interior of all waste containers.

      2.    Dust high ledges and moldings.

Restrooms - Monthly Cleaning

      1.    Scrub floor surfaces.

      2.    Vacuum or dust ceiling vents.

Restrooms - Quarterly Cleaning
<PAGE>

      1.    Wash all walls, doors, and partitions.

Entrance, Lobby and Corridors - Daily Cleaning

      1.    Empty and wash all ashtrays.

      2.    Empty all debris from sand urns, smooth sand. Replace sand as needed
            and polish chrome.

      3.    Empty waste receptacles and place for disposal.

      4.    All areas to be free of visible dust.

      5.    Walls and doors to be free of marks and soil.

      6.    Clean and polish drinking fountains and adjacent wall area.

      7.    Clean and polish public telephone and adjacent wall area.

      8.    All entrance glass to be free of streaks and smudges.

      9.    Wash all entrance door glass inside and out, and clean metal.

      10.   Clean and polish door kickplates, push plates, thresholds, and other
            chromes and stainless steel.

      11.   Dust mop tile floor surfaces.

      12.   Wet mop tile floor surfaces.

      13.   Vacuum clean all carpeted areas.

      14.   Spot clean carpet spots and spillage.

      15.   Clean and polish building directory board.

      16.   Clean all entry and walk-way mats.
<PAGE>

Entrance, Lobby, and Corridors - Weekly Cleaning

      1.    Dust high ledges and moldings.

      2.    Wash entrance side plates inside and outside.

      3.    Wash doors and first floor side plates inside and outside.

      4.    Spray buff lobby tile.

Entrance. Lobby, and Corridors - Quarterly Cleaning

      1.    Shampoo all carpeted areas.

      2.    Strip, seal and recoat tile floor surfaces.

      3.    Wash all entrance glass, inside and outside.

<PAGE>

                            FIRST AMENDMENT TO LEASE

This First Amendment to Lease, dated as of August 9, 2000 (Amendment), between
RYAN 900, LLC, a Minnesota limited liability company (Landlord), and RETEK INC.,
a Delaware corporation (Tenant);

WITNESSETH, that:

WHEREAS, Landlord and Tenant have entered into a Lease dated November 8, 1999
(Lease) for approximately 217,775 rentable square feet on the 8th, 9th, 10th,
11th and 12th floors of the building being developed by Landlord on the block
bounded by Nicollet Mall, LaSalle Avenue, South 9th Street and South 10th Street
in the City of Minneapolis, County of Hennepin, State of Minnesota; and

WHEREAS, Landlord and Tenant desire and intend hereby to amend the Lease as
specifically hereinafter set forth and provided.

NOW, THEREFORE, in consideration of the mutual terms hereof Landlord and Tenant
agree that the Lease shall be and hereby is amended as follows:

1.    The description of the Premises contained in the Basic Lease Information
      is hereby deleted and replaced in its entirety by the following:

      "The Premises will be delivered to Tenant in three phases.

      As of the Commencement Date, the Premises will consist of floors 10 and 11
      and portions of floor 4 and floor 5 of the Building. Each of floors 10 and
      11 consists of approximately 43,505 square feet of Rentable Area. The
      portion of floor 5 included in the Premises consists of approximately
      26,520 square feet of Rentable Area and is shown crosshatched on the 5th
      floor plan attached hereto as part of Exhibit A. The portion of floor 4
      included in the Premises consists of approximately 42,058 square feet of
      Rentable Area, and is shown crosshatched on the 4th floor plan attached
      hereto as part of Exhibit A. As of the Commencement Date, the Premises
      will consist of approximately 155,588 square feet of Rentable Area.

      As of the later of a) the first day of the third (3rd) full month of the
      Term or b) December 1, 2001 ("Phase 2 Commencement"), the Premises will
      consist of floors 9, 10, 11 and said portions of floor 4 and floor 5 of
      the Building. The 9th floor consists of approximately 43,505 square feet
      of Rentable Area. As of the Phase 2 Commencement, the Premises will
      consist of approximately 199,093 square feet of Rentable Area.

      As of the later of a) the first day of the fifth (5th) full month of the
      Term or b) March 1, 2002 ("Phase 3 Commencement"), the Premises will
      consist of floors 8, 9, 10, 11 and said portions of floor 4 and floor 5 of
      the Building, The 8th floor consists of approximately 43,505 square feet
      of Rentable Area. As of the Phase 3 Commencement, the Premises will
      consist of approximately 242,598 square feet of Rentable Area."


                                      -1-
<PAGE>

2.    The floor plans which are attached hereto as Exhibit A are substituted for
      the floor plans which are attached as Exhibit A to the Lease.

3.    The words "floors 10, 11 and 12" in the second sentence of Section 2.1 are
      deleted, and the words "floors 10 and 11 and portions of floor 4 and floor
      5" are substituted in place thereof.

4.    Section 1.2 - Expansion Options - is hereby deleted and replaced in its
      entirety by the following:

      1.2 Expansion Options. Subject to the terms and conditions set forth in
      this Section, 1.2, Landlord grants to Tenant options to add space
      ("Expansion Space") to the Premises as follows:

            (a) The maximum Expansion Space shall be approximately 98,510 square
      feet of Rentable Area, to be leased at Tenant's option in two options
      (collectively, the "Expansion Options"). The first option ("First
      Expansion Option") shall be at Tenant's election with respect to either
      seventh floor of approximately 43,505 square feet of Rentable Area or
      sixth and seventh floors each containing approximately 43,505 square feet
      of Rentable Area in the Building ("First Expansion Space"). The second
      option ("Second Expansion Option") shall be for a portion of floor 4, as
      shown on the floor plan attached as Exhibit B, consisting of no less than
      8,500 and no more than 11,500 square feet of Rentable Area ("Second
      Expansion Space).

            (b) Tenant shall have the right to exercise its Expansion Options as
      follows: Tenant shall have the right to exercise the First Expansion
      Option no later than December 31, 2001. Tenant shall have the right to
      exercise the Second Expansion Option no later than the last day of the
      thirty sixth (36th) full month of the Term which, based upon the Scheduled
      Commencement Date, would be September 30, 2004. If Tenant shall fail to
      exercise any Expansion Option by the dates provided, it shall be deemed to
      have waived the right to exercise the Expansion Option in question. Each
      Expansion Option shall be exercised by Tenant giving written notice to
      Landlord of its election, and as to the First Expansion Option, Tenant's
      determination as to taking one or two floors.

            (c) Unless accelerated as provided herein, Landlord shall deliver
      the First Expansion Space to Tenant, and such space shall become a part of
      the Premises, on the later of January 1, 2003, and the date Landlord
      delivers the First Expansion Space to Tenant with Landlord's Work
      Substantially Complete. The First Expansion Space shall be delivered to
      Tenant in a manner consistent with Section 2.1 as to Landlord's
      construction obligations set forth in the Construction Rider defined in
      Section 2.1 ("Landlord's Work"), Substantial Completion and conditions
      precedent to delivery to Tenant, and with the same Tenant Improvement
      Allowance provided to Tenant. Tenant shall provide Final Tenant
      Improvement Plans to Landlord for the First Expansion Space no later than
      August 1, 2002. Landlord shall deliver the Second Expansion Space to
      Tenant between the first day of the 39th full month of the Term and the
      first day of the 54th full month of the Term which, based upon the
      Scheduled Commencement Date, would be between December 1, 2004 and March
      1, 2006. The Second Expansion Space shall be delivered to Tenant in its
      "As-Is" condition, but constructed to at least the Base Building condition
      as specified in Exhibits D & E. If the Second Expansion Space has not been
      constructed beyond the Base Building condition set forth in Exhibits D &
      E, the determination of Market Rate will reflect the unimproved


                                      -2-
<PAGE>

      condition of the space. The space leased pursuant to the Second Expansion
      Option shall be added. to the Premises on the date of delivery thereof by
      Landlord, but Tenant's obligation to pay Rent with respect thereto shall
      not commence until the earlier of (i) the date which is four (4) months
      after such delivery date, or (ii) the date on which Tenant commences using
      such space for business purposes.

            (d) Within thirty (30) days of receiving Tenant's notice exercising
      the Second Expansion Option, Landlord shall give notice of Landlord's good
      faith estimate of the Market Rate for the Second Expansion Space. The
      Market Rate set forth in such notice by Landlord shall be controlling
      unless within thirty (30) days after such notice Tenant shall notify
      Landlord that it objects to Landlord's estimate of Market Rate, in which
      case the Market Rate shall be determined in accordance with Section 3.5 of
      this Lease. If the Market Rate has not been determined prior to the date
      when monthly Rent on the Second Expansion Space commences, then Tenant
      shall pay monthly Rent based upon Landlord's estimate until the monthly
      Rent has been determined, at which time Landlord shall pay to Tenant or
      Tenant shall pay to Landlord, as appropriate, the amount equal to the
      overpayment or underpayment of Rent for such Second Expansion Space.

            (e) If at the time of exercise or at any time thereafter until the
      commencement of the Term as to any Expansion Space, an Event of Default
      exists under this Lease, Tenant will have no right to exercise its option
      as to the relevant Expansion Space and/or to lease such Expansion Space.

            (f) Within ten (10) days after request by Landlord or Tenant, the
      parties will execute an amendment to this Lease, in the form prepared by
      Landlord, adding to the Premises any Expansion Space which Tenant has
      elected to lease, as of the date of commencement of the Term with respect
      to such Expansion Space, and otherwise upon the terms and conditions of
      this Lease.

      Tenant may elect to accelerate the Scheduled Commencement Date for the
      First Expansion Space. Upon written notice of Tenant's intent to
      accelerate the Scheduled Commencement Date and the space to which such
      acceleration applies, Landlord shall make a commercially reasonable effort
      to deliver such space in the condition provided for in this Lease as of
      the date specified by Tenant, but Landlord, acting diligently, shall have
      no liability for failing to so deliver.

      If Tenant exercises its occupancy acceleration right and Landlord delivers
      the First Expansion Space to Tenant prior to its scheduled
      delivery/commencement dates under the Lease and in the condition required
      under this Lease, Tenant shall receive a credit ("Rent Credit") against
      Rent due under this Lease for each month the respective delivery dates are
      accelerated. The Rent Credit will be applied against the first
      installments of Rent coming due after the respective accelerated
      delivery/commencement dates. If the respective scheduled
      delivery/commencement dates are accelerated for any partial month, the
      Rent Credit will be prorated for such partial month on the basis of the
      total number of days in that particular month. The Rent Credit will be an
      amount equal to $1.67 multiplied by the number of rentable square feet of
      space delivery of which is accelerated, multiplied by the number of months
      (or partial months) the respective scheduled delivery/commencement dates
      are accelerated.

      For example, if Tenant exercises its acceleration right with respect to
      the First Expansion Space (currently scheduled for delivery on January 1,
      2003) and Landlord delivers the


                                       -3-
<PAGE>

      First Expansion Space to Tenant on October 15, 2002 [text illegible] the
      delivery conditions of Section 2.1 satisfied such that the commencement
      date for the First Expansion Space is October 15, 2002), Tenant will
      receive a Rent Credit equal to $1.67 multiplied by the Rentable Area of
      the First Expansion Space multiplied by 2.484 (the partial month happens
      to be a month with 31 days, and 15 divided by 31 equals 0.484 when rounded
      to 3 decimal points)."

5.    The description of Base Rent contained in the Basic Lease Information is
      hereby deleted and replaced in its entirety by the following:

      "Base Rent:
      Months 1-6: The sum of a) $18.12 per rentable square foot per year
      multiplied by 24,823 rentable square feet, plus b) $16.50 per rentable
      square foot per year multiplied by the square foot rentable area of the
      Premises in excess of 24,823 rentable square feet.

      Months 7-60: The sum of a) $18.12 per rentable square foot per year
      multiplied by 24,823 rentable square feet, plus b) $17.93 per rentable
      square foot per year multiplied by the square foot rentable area of the
      Premises in excess of 24,823) rentable square feet.

      Months 61-120: The sum of a) $18.12 per rentable square foot per year
      multiplied by 24,823 rentable square, feet, plus b) $18.93 per rentable
      square foot per year multiplied by the square foot rentable area of the
      Premises in excess of 24,823 rentable square feet.

      Months 121-150: The sum of a) $19.62 per rentable square foot per year
      multiplied by 24,823 rentable square feet, plus b) $19.91 per rentable
      square foot per year multiplied by the square foot rentable area of the
      Premises in excess of 24,823 rentable square feet."

6.    The second paragraph of Section 3.1 is hereby deleted and replaced in its
      entirety by the following:

      "Tenant shall receive a credit in the amount of Two Hundred Eighty
      Thousand Nine Hundred Forty Seven and 00/100 Dollars ($280,947.00) against
      Base Rent first due under the terms of this Lease."

7.    Section 4 - SECURITY DEPOSIT - is hereby deleted and replaced in its
      entirety by the following:

      "4. Security Deposit. On or before January 31, 2000, Tenant shall deposit
      with Landlord the amount specified in the Basic Lease Information as the
      Security Deposit (the "Security Deposit") as security for the performance
      of Tenant's obligations under this Lease. Landlord may (but shall have no
      obligation to) use the Security Deposit or any portion thereof to cure any
      Event of Default under this Lease or to compensate Landlord for any damage
      Landlord incurs as a result of Tenant's failure to perform any of Tenant's
      obligations hereunder and for which Landlord is entitled to recover under
      the terms of this Lease. In such event Tenant shall pay to Landlord on
      demand an amount sufficient to replenish the Security Deposit. If Tenant
      is not in default at the expiration or termination of this Lease, Landlord
      shall, within thirty (30) days of such expiration or termination, return
      to Tenant the Security Deposit or the balance thereof then held by
      Landlord and not applied as provided above. Landlord may commingle the
      Security Deposit with Landlord's general


                                      -4-
<PAGE>

      and other funds. Landlord shall not be required to pay interest on the
      Security Deposit to Tenant.

      The initial amount of the Security Deposit shall be Eleven Million Nine
      Hundred Thousand and 00/100 Dollars ($11,900,000.00). If Tenant's Net
      Worth, consisting of Total Equity and Deferred Revenue, as determined in
      accordance with Generally Accepted Accounting Principles ("Net Worth"),
      for a period of three (3) consecutive calendar years during the Term, as
      determined at the end of each quarter is greater than Seventy Five Million
      and 00/100 Dollars ($75,000,000.00), the amount of the Security Deposit
      shall, effective immediately on the first day of the fourth (4th)
      consecutive calendar year, be reduced by Three Million Seven Hundred Fifty
      Thousand and 00/100 Dollars ($3,750,000.00). Following the twelfth
      consecutive month after the Security Deposit has been reduced by Three
      Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00),
      in which Tenant's Net Worth is, as determined at the end of each quarter,
      greater than Seventy Five Million and 00/100 Dollars ($75,000,000.00), the
      amount of the Security Deposit shall be reduced by an additional Three
      Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00),
      effective on the first day of the thirteenth (13th) consecutive month.

      The amount of the Security Deposit shall, from time to time upon request
      by Tenant, be further reduced by an amount equal to any reduction in
      Landlord's obligation for Total Remaining Rent, as defined in Section 34
      of the Lease, provided, however, that the amount of the Security Deposit
      shall not be reduced by reason of Landlord's payment of rent, In no event
      shall the amount of the Security Deposit be reduced pursuant to the terms
      of this paragraph by an amount greater than Four Million Four Hundred
      Thousand and 00/100 Dollars ($4,400,000.00).

      During such time as Tenant's Net Worth is greater than Seventy Five
      Million and 00/100 Dollars ($75,000,000.00), no Security Deposit shall be
      required. If as of the end of any fiscal quarter Tenant's Net Worth is
      less than Seventy Five Million and 00/100 Dollars ($75,000,000.00),
      Tenant shall promptly, but in any event within thirty (30) days, deposit
      with Landlord the amount provided for in this Section 4. The Security
      Deposit may be in the form of an unconditional and irrevocable letter of
      credit issued by a national bank reasonably acceptable to Landlord.
      Landlord may draw upon the letter of credit if it is not extended or
      replaced at least thirty (30) days prior to its expiration date. Landlord
      will accept Tenant's unaudited financial statement on January 31, 2000, to
      establish Tenant's Net Worth as of that date."

8.    The amount of the Security Deposit set forth in the Basic Lease
      Information is increased from $7,500,000.00 to $11,900,000.00.

9.    The Rentable Area of the Building set forth in the Basic Lease Information
      is changed from approximately 487,607 square feet to approximately 450,976
      square feet. The estimated Tenant's Share as of the Commencement Date set
      forth in the Basic Lease Information is changed from 26.8% to 34.5%.

10.   The amount of the Landlord contribution toward the Tenant Improvements
      Allowance with respect to the Premises pursuant to paragraph 2.5(a) of
      Exhibit B to the Lease is hereby reduced by Thirty Five Thousand Two
      Hundred Sixty Three and no/100 Dollars.


                                      -5-
<PAGE>

11.   Section 36 - Project/Building Name is hereby deleted and removed in its
      entirety by the following: "36. Project/Building Name. The name "Retek on
      the Mall" shall be affixed as primary building signage above the Nicollet
      Mall entrance to the Building. The Nicollet Mall lobby entrance shall be a
      shared entry for the benefit of Tenant and any other tenant occupying all
      or substantially all of the third floor of the Building." The name "Retek"
      shall be affixed as primary building signage at the Tenth Street entrance
      to the building.

12.   Exhibit F to the Lease is deleted in its entirety.

13.   Storage Space: Landlord does hereby lease and Tenant does hereby take a
      storage area of approximately 8,000 square feet located on the Penthouse
      level of the Building, for the Term of the Lease, at an initial rental
      rate of $12.00 per square foot. The rental rate for the storage space
      shall be subject to adjustment at three-year intervals to that charged for
      similar space in similar buildings in downtown Minneapolis, MN. Tenant
      may, at its sole discretion terminate this Lease as to the Storage Space
      demised by this section, as of the last day of each third year, upon
      ninety (90) days written notice to Landlord.

EXCEPT as expressly amended or supplemented herein, the Lease is and shall
remain and continue in full force and effect in accordance with its terms.

IN WITNESS WBEREOF, this Amendment is hereby executed and delivered as of the
date and year first above written.


LANDLORD:             RYAN 900, LLC

                      BY: /s/ Timothy M. Gray
                          --------------------------

                      Its: Chief Manager
                           -------------------------

TENANT:               RETEK INC.

                      BY: /s/ Gregory A. Effertz

                      Its: V Pres


                                      -6-
<PAGE>

                                    EXHIBIT B

     [FLOOR PLAN OF THE RETEK TOWER FOURTH FLOOR AND RETEK EXPANSION SPACE]




<PAGE>


                                   EXHIBIT A

   [FLOOR PLAN OF THE RETEK TOWER FOURTH FLOOR AND CURRENT RETEK LEASED SPACE]



<PAGE>

                                   EXHIBIT A

           [FLOOR PLAN OF THE RETEK TOWER FIFTH FLOOR AND LEASED SPACE]


<PAGE>

                            SECOND AMENDMENT TO LEASE

This Second Amendment to Lease, dated as of Dec 21, 2001 (Second Amendment),
between RC-NRI, LLC a Delaware limited liability company, successor in interest
to RYAN 900, LLC, (Landlord), and RETEK INC., a Delaware corporation (Tenant);

WITNESSETH, that:

WHEREAS, Landlord and Tenant have entered into a Lease dated November 8, 1999
(Lease) and First Amendment to Lease dated August 9, 2000, for approximately
242,598 square feet of Rentable Area on the 4th, 5th, 8th, 9th, 10th and 11th
floors of the building on the block bounded by Nicollet Mall, LaSalle Avenue,
South 9th Street and South 10th Street in the City of Minneapolis, County of
Hennepin, State of Minnesota; and

WHEREAS, Landlord and Tenant desire and intend hereby to further amend the Lease
as specifically hereinafter set forth and provided.

NOW, THEREFORE, in consideration of the mutual terms hereof, Landlord and
Tenant, agree that the Lease shall be and hereby is amended as follows:

1.    The Commencement Date is October 1, 2001.

2.    As of the Commencement Date, the Premises consists of 155,095 square feet
      of Rentable Area.

3.    The Phase 2 Commencement date is December 1, 2001.

4.    As of the Phase 2 Commencement date, the Premises shall consist of 198,601
      square feet of Rentable Area.

5.    The Phase 3 Commencement date is March 1, 2002.

6.    As of the Phase 3 Commencement date, the Premises shall consist of 242,107
      square feet of Rentable Area.

7.    The First Expansion Option shall be, at the Tenant's election, with
      respect to either seventh floor of approximately 43,506 square feet of
      Rentable Area or sixth and seventh floors of approximately 86,860 square
      feet of Rentable Area ("First Expansion Space")

8.    The Rentable Area of the Building is 449,597 square feet of Rentable Area.
      Tenant's Share as of the Commencement Date is 34.5%.


                                       -1-
<PAGE>

9.    The storage area leased to Tenant on the Penthouse level of the Building
      consists of 8,008 square feet.

EXCEPT as expressly amended or supplemented herein, the Lease is and shall
remain and continue in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, this Second Amendment is hereby executed and delivered as of
the date and year first above written.

LANDLORD:         RC-NRI, LLC
                  By: Ryan 900, LLC
                  Its Managing Member

                  BY: /s/ Timothy M. Gray
                      ---------------------------

                      Its: Mgr.
                           ----------------------

TENANT:           RETEK, INC.

                  BY: /s/ Gregory A. Effertz
                      ---------------------------

                      Its:
                           ----------------------


                                      -2-
<PAGE>

                               Memorandum Of Lease

      This Short Form Memorandum (this "Agreement") is made and entered into
this 25th day of August, 2004, by and between RC-NRI, LLLP successor in interest
to Ryan 900, LLC, a Minnesota limited liability company ("Landlord"), and Retek
Inc. Delaware corporation.

                                   WITNESSETH:

      That Landlord, in consideration of the rents reserved and the covenants,
agreements and conditions in a certain lease between the same parties dated the
8th day of November, 1999 (the "Lease"), has leased to Tenant, and Tenant has
leased from Landlord, premises consisting of 242,107 rentable square feet in the
building at 50 South Tenth Street in Minneapolis, Hennepin County, Minnesota,
and constructed on the land described on the attached Exhibit A, for a term
commencing on October 1, 2001 and expiring on Match 31, 2014, under the terms,
covenants and conditions contained in the Lease.

      Tenant has the right to extend the term of the Lease for two successive
periods of five years each.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.

LANDLORD:                                         TENANT:

RC-NRI, LLLP, a Delaware limited liability        RETEK, INC.
limited partnership

By: 900 Nicollet General Partner, LLC,
      a Delaware limited liability company,
      Its General Partner                         By: /s/ Gregory A. Effertz
                                                      ----------------------

    By: RNN, LLLP, a Delaware limited              Its: CHIEF FINANCIAL OFFICER
        liability limited partnership,                  -----------------------
        its Managing Member

        By: RNN GP, LLC, a Delaware
            limited liability company,
            Its General Partner

             By: Ryan 900, LLC, a
                 Minnesota limited liability
                 company, its Managing           Drafted by:
                 Member                          Ryan Companies US, Inc. - JPK
                                                 50 South Tenth Street #300
                 By: /s/ Timothy M. Gray         Minneapolis, MN 55403-2012
                     -------------------
                     Timothy M. Gray
                     Its Chief Manager
<PAGE>

                        ACKNOWLEDGEMENT

STATE OF Minnesota )
                   )ss.
COUNTY Hennepin    )

      The foregoing instrument was acknowledged before me this 25 day of August
2004, by Timothy M. Gray, the Chief Manager of Ryan 900 LLC, a Minnesota limited
liability company, the managing member of RNN GP, LLC, a Delaware limited
liability company, the general Partner of RNN, LLLP a Delaware limited
liability limited partnership, the managing member of 900 Nicollet General
Partner, LLC, a Delaware limited liability and the general partner of RC-NRI,
LLLP, a Delaware limited liability limited partnership, on behalf of the limited
liability limited partnership.

                                    /s/ Ann M. Schumack
                                    -----------------------------
[NOTARY STAMP]                      Notary Public

                                    Minneapolis, County of Hennepin

My Commission Expires:

1/31/05
---------------------
                                    (Notary Public's Seal)
<PAGE>


STATE OF MINNESOTA )
                   )ss.
COUNTY HENNEPIN    )

The foregoing instrument was acknowledged before me this 23rd day of August,
2004, by Gregory A. Effertz, the Chief Financial Officer of Retek, Inc., a
Delaware corporation, on behalf of the corporation.

                                    /s/ Annette D. Ward
                                    -------------------
[NOTARY STAMP]                      NOTARY PUBLIC

                                    (Notary Public's Seal)

<PAGE>

                                    EXHIBIT A

                                Legal Description

Tracts C, D, E, F, I, J, L, M, N, O, P, T, W, X, Z, BB, CC, and EE, Registered
Land Survey No. 1717, Files of Registrar of Tiles, Hennepin County, Minnesota

<PAGE>


[LETTERHEAD OF ORACLE CORPORATION]

     RECEIVED
ORACLE CORPORATION
    JUL 21 2005

LEASE ADMINISTRATION
    ROCKLIN, CA

                          NOTICE OF ASSIGNMENT OF LEASE
                                       AND
                          CHANGE OF ADDRESS FOR NOTICES

                                  July 1, 2005

VIA OVERNIGHT COURIER

Ryan Companies, Inc.
Attn: Jeff Steinke
50 South 10th Street
Suite 300
Minneapolis, MN 55403-2012

Re: Lease dated November 8, 1999, as amended by the First Amendment to Lease,
dated August 9, 2000, as amended by the Second Amendment to Lease, dated
December 21, 2001, between Ryan 900, LLC, as landlord, and Retek Inc., as
tenant, for Premises located at 950 Nicollet Mall, Minneapolis, MN (the "Lease")

Ladies and Gentlemen:

      As landlord under the above-referenced Lease, you are hereby notified
that, effective as of July 1, 2005 (the "Effective Date"), Retek Inc. assigned
its interest as tenant under the Lease to Oracle USA, Inc., a Colorado
Corporation. From and after the Effective Date, the addresses for notices to the
tenant under the Lease will be:

             Oracle USA, Inc.
             1001 Sunset Boulevard
             Rocklin, CA 95765
             Attention: Lease Administration

             With a copy to:

             Oracle Corporation
             500 Oracle Parkway, M/S 5OP7
             Redwood Shores, California 94065
             Attention: General Counsel

      Please acknowledge your receipt of this Notice and consent to the
assignment of the Lease to Oracle USA, Inc., by signing a copy of this Notice in
the space provided below and returning that copy in the enclosed self-addressed,
stamped envelope.


<PAGE>

[LETTERHEAD OF ORACLE CORPORATION]

July 1, 2005
Page 2

      Should you have any questions or require any additional information with
respect to the foregoing, please contact Sandra Tavianini
(sandra.tavianini@oracle.com) at (916) 315-4075.

                                ORACLE USA, INC.

                                By: /s/ Sandra Tavianini
                                    ------------------------
                                Name: Sandra Tavianini
                                Its: Sr. Lease Administrator

Landlord hereby acknowledges receipt of this Notice and, based upon the
representation and subject to the condition that Oracle USA, Inc. or its
affiliate has acquired substantially all of the assets or capital stock of Retek
Inc., without relieving the Assignor from liability under the Lease, Landlord
hereby consents to the assignment of the Lease described herein, subject to
assumption of the Lease by Oracle USA, Inc. by its execution below and return to
Landlord.

RC-NRI, LLLP

By:   /s/ Jeff Steinke
      -----------------------

Name: Jeff Steinke
      -----------------------

Its:  Authorized Agent
      -----------------------

Date: 7/18/05
      -----------------------

We hereby agree to assume and perform all of the obligations of the Tenant
under the subject Lease arising from and after July 1, 2005.

ORACLE USA, INC.

By:   /s/ Sandra Tavianini
      -----------------------

Name: Sandra Tavianini
      -----------------------

Its:  Sr. Lease Administrator
      -----------------------