EXHIBIT 10.54

                                 EXHIBIT 10.54




                   FIRST AMENDMENT TO GROUND LEASE AGREEMENT



                             FOR THE ASML BUILDING


                  FIRST AMENDMENT TO ASU RESEARCH PARK LEASE
                  ------------------------------------------


     THIS FIRST AMENDMENT TO ASU RESEARCH PARK LEASE (the "Amendment") is
entered into as of February 24, 1998 by and between XXXXX-XXXXXXX RESEARCH PARK,
INC., as Landlord, and XXXX COMPANIES US, INC., as Tenant.


                                   Recitals:

     A.   Landlord and Tenant entered into that certain ASU Research Park Lease
dated August 22, 1997 (the "Lease") for the "Demised Premises" as defined in the
Lease and generally referred to as Lot 44 of the ASU Research Park.

     B.   While the net square footage of the Demised Premises is correctly
stated in the definition of the term "Demised Premises" as 414,151 net square
feet, the calculation in Section 3(a) of the Lease of annual and monthly rent
based on such net square footage is incorrect.

     C.   Landlord and Tenant now wish to correct the annual and the monthly
rent figures in Section 3(a) of the Lease.

                                  Covenants:

     NOW, THEREFORE, for good and valuation consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

     1.   The annual and monthly rent figures set forth in Section 3(a) in the
table at the top of page 2 are corrected and replaced by the following:



               Lease Years     Per Net Sq. Foot     Annual         Monthly
               -----------     ----------------     ------         -------
                                                          

               1-15            $0.45                $186,368       $15,531
               16-25           $0.66                $273,340       $22,778
               26-35           $0.86                $356,170       $29,681
               36-85           See (b) below


     2.   Except as corrected and amended above, all other provisions of the
Lease remain in full force and effect without change.


                           [SIGNATURES ON NEXT PAGE]


     IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the day and year first above written.


                                        XXXXX-XXXXXXX RESEARCH PARK, INC.,
                                        An Arizona nonprofit corporation



                                        By:    X.X. Xxxxxxx
                                           --------------------------
                                               X.X. Xxxxxxx
                                               Its President


                                                            LANDLORD



                                        XXXX COMPANIES US, INC.,
                                        a Minnesota corporation



                                        By:    Xxxx Xxxxxxxxxxxx
                                           --------------------------
                                               Xxxx Xxxxxxxxxxxx
                                               Its Vice President


                                                                 TENANT