March 4, 1999 Mr. Kenneth J. Wessels Senior Executive Vice President Dain Rauscher Incorporated Dain Rauscher Plaza, 18C9 60 South Sixth Street Minneapolis, MN 55402 Re: Amendment of Employment Agreement Dear Ken: This is to confirm the terms under...

                                       March 4, 1999



Xx. Xxxxxxx X. Xxxxxxx
Senior Executive Vice President
Xxxx Xxxxxxxx Incorporated
Xxxx Xxxxxxxx Plaza, 18C9
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000

  Re:  Amendment of Employment Agreement

Dear Xxx:

     This is to confirm the terms under which your Employment Agreement with 
Xxxx Xxxxxxxx Incorporated, dated March 31, 1998, has been amended.  
Specifically, you have agreed to accept $875,000, rather than $1,125,000, as 
guaranteed total cash compensation for 1998.

     Please acknowledge your agreement to this amendment by signing in the 
space below and returning this letter to me.

                                                  Sincerely,

                                                  /s/ Xxxxxx Xxxxxx

                                                  Xxxxxx Xxxxxx

IW:rwh


ACKNOWLEDGED, AGREED AND ACCEPTED:



     /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Effective:  February 26, 1999