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Colorado-Denver-303 East 17th Avenue Lease - 1700 Grant Associates Ltd. and Accelr8 Technology Corp.

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This Lease is made and entered into as of the 13th;  day of March,  192 between:
1700 Grant Associates,  Ltd., a Colorado limited  partnership,  ("Landlord") and
Accelr8 Technology Corporation, a Colorado corporation ("Tenant")
 
                                 I. PREMISES; USE

 A.   Landlord  hereby leases to Tenant  approximately  3,796.22  rentable square
      feet of floor space on the first  floor(s) of the  building  located at 303
      East 17th Avenue, Denver, Colorado 80203. (the "Building"),  to be known as
      Suite No.  108 (the  "Premises"),  on the terms  and  conditions  set forth
      herein The Premises are more  particularly  described on Exhibit A attached
      hereto

 B.   Tenant  shall not use or permit the Premises or any part thereof to be used
      for any purpose or purposes  other than  general  office  purposes;  Tenant
      agrees that no use shall be made or permitted  to be made of the  Premises,
      or acts done,  which will increase the rate of insurance  upon the Building
      or cause a cancellation of any insurance  policy covering the Building,  or
      any part  thereof,  nor shall Tenant sell,  or permit to be kept,  used, or
      sold in or about the  Premises,  any article which may be prohibited by the
      standard form of insurance policies. Tenant shall not commit or cause to be
      committed,  any public or private nuisance upon the Premises,  or other act
      or thing which may disturb the quiet  enjoyment  of any other tenant in the
      Building  nor,  without  limiting the  generality of the  foregoing,  shall
      Tenant allow the Premises to be used for any improper, immoral, unlawful or
      objectionable purpose

 C.   Tenant shall at its sole cost and expense  comply with all laws,  statutes,
      ordinances and governmental  rules regulations or requirements now in force
      or which may hereafter be in force and with the  requirements  of any board
      of fire  underwriters  or other  similar body now or hereafter  constituted
      relating to or affecting the  condition,  use or occupancy of the Premises,
      excluding  structural  changes not caused by Tenant's  improvements  or the
      nature of Tenant's occupancy of the Premises

 D.   Except in  connection  with normal  interior  decorating  of the  Premises,
      Tenant  shall not place any holes in any part of the  Premises or place any
      exterior or interior  signs or interior  drapes,  blinds,  or similar items
      visible from the outside of the Premises without the prior written approval
      of Landlord

 E.   Tenant shall not knowingly permit any employees, agents or guests of Tenant
      to violate any covenant or obligation of Tenant hereunder.

 F.   Except as may be permitted in Section VD below,  Tenant agrees that it will
      not bring in or permit the  placing  within the  Premises of any machine or
      property  heavier than  customarily  used in connection with general office
      purposes
 
                                     II. TERM

 A.   This Lease shall be for a term of three (3) year(s) and four (4)  month(s),
      beginning on April 1, 1992 (the "Projected  Commencement Date"), and ending
      on July 31, 1995, unless sooner terminated as herein provided

 B    If Landlord,  for any reason  whatsoever,  cannot deliver possession of the
      Premises to Tenant on the Projected Commencement Date, this Lease shall not
      be void or voidable nor shall  Landlord be liable to Tenant for any loss or
      

 

 
 
      damage resulting  therefrom,  but in that event the term of the Lease shall
      be amended to commence on the dale when the Landlord can deliver possession
      and the expiration date shall be extended  accordingly  (unless  possession
      cannot be delivered within 120 days after the Projected  Commencement  Date
      for reasons  other than  Tenant's  failure to comply  with its  obligations
      under Exhibit C attached hereto,  in which case Tenant shall have the right
      to terminate this Lease upon written notice to Landlord  without penalty to
      either party) 11 permission is given to Tenant to occupy the Premises prior
      to the Projected  Commencement Date, such occupancy shall be subject to all
      of the  provisions  of this Lease.  If the term hereof  commences on a date
      other than the Projected  Commencement  Date pursuant to the provisions set
      forth  herein  the  parties  agree to  execute  and  acknowledge  a written
      statement  setting forth the dates of the  commencement  and termination of
      the term of this Lease,  but this Lease shall not be affected in any manner
      should either party fail or refuse to execute such statement.

 C.   It the term  begins or ends other than on the first day of a month,  Tenant
      shall pay proportionate base rent and additional rent at the same rates set
      forth  herein  (also in advance)  for such  partial  month(s) and All other
      terms and  conditions of this Lease shall be in force and elect during such
      partial  month(s).  By taking  possession of the Premises,  Tenant shall be
      deemed to have agreed that the  Premises  are in a  satisfactory  condition
      (except for detects not discoverable  upon reasonable  inspection which are
      set forth in a written communication received by Landlord within seven days
      alter  Tenant's  occupancy  of the  Premises),  and  Tenant  shall  provide
      Landlord, upon request, with a written acknowledgment of acceptance.
 
                                     III. RENT

 B.*  Tenant also agrees to pay to Landlord, as additional rent without offset or
      reduction,  .1.4297**  percent  ("Tenant's  pro rata share") of the "Shared
      Expenses" (as hereinafter defined) during the term of this Lease. From time
      to time,  Landlord shall reasonably estimate the amount of Shared Expenses,
      and Tenant shall pay additional rent, in advance, based upon such estimate.
      For example,  if Landlord  estimates  that Shared  Expenses for a given six
      month period will be S10,000,  one-sixth of Tenant's pro rata share of such
      amount shall be added to the monthly rent payable  under  Section A of this
      Article.  If the actual Shared  Expenses exceed  Landlord's  estimate for
a
      period, Tenant shall pay to Landlord Tenant's pro rata share of such excess
      within ten days of notice of such excess. If the actual Shared Expenses are
      less than Landlord's estimate for a period,  Tenant's pro rata share of the
      difference shall be applied to the next amounts owing by Tenant to Landlord
      pursuant to this  Section B. If the term of this Lease ends (other than due
      to  default by Tenant  hereunder)  and  Tenant  has  complied  with all the
      provisions  hereof,  Tenant  shall be  entitled  to a prompt  refund of any
      excess  amounts which Tenant has paid to Landlord  pursuant to this Section
      B.

 C.   For the  purposes  hereof,  the term  "Building  Expenses"  shall  mean all
      expenses  pertaining to the Building,  the land  underneath and surrounding
      the  Building as  described  in Exhibit A attached  hereto,  excluding  any
      parking area and / or parking structure located thereon (collectively,  the
      "Building Area"), including, but not limited to. the following :

 *   Effective April 1, 1993 **  3,796.22 rentable square feet divided by
     265,520.62 equals 1.42973%

 
 
                                        -2-

  

 
      1.   all general and special  real estate or ad valorem  taxes  (including.
           but not limited to, any new or different  tax imposed in lieu of or in
           addition to existing taxes) or assessments levied against the Building
           Area by any  governmental  or  quasi-governmental  authority or by any
           applicable association of property owners;
 
      2.   the cost of all  utilities  (including,  but not  limited  to,  water,
           sewer, electricity, natural gas and any other energy used for heating,
           cooling or other purposes);
 
      3.   building supplies,  janitorial services,  trash removal,  maintenance,
           repair and  replacements  of the  Building  Area  (including,  but not
           limited to,  elevators and heating,  ventilating and air  conditioning
           equipment and fire monitoring and control systems);
 
      4.   landscaping maintenance and replacement;
 
      5.   resurfacing and restriping parking surfaces;
 
      6.   insurance (including,  but not limited to, fire and extended coverage,
           public  liability  and business  interruption  insurance),  but Tenant
           shall have no interest in such insurance or the proceeds thereof,
 
      7.   labor costs  incurred in the operation or  maintenance of the Building
           Area,  including,  but not  limited  to,  wages  and  other  payments,
           Workmen's  Compensation  and disability  insurance,  payroll taxes and
           fringe benefits;
 
      8.   security;
 
      9.   reasonable   management  fees,  legal,   accounting,   inspection  and
           consultation fees applicable to the Building Area: and
 
      10.  any  costs  incurred  by  Landlord  for any  capital  improvements  or
           structural  repairs to the Building  Area to effect  labor  savings or
           otherwise  reduce  Building  Expenses,   or  required  by  any  change
           occurring  after the issuance of the  Certificate of Occupancy for the
           Building in the laws, ordinances.  rules, regulations or orders of any
           governmental or quasi-governmental  authority having jurisdiction over
           the Building Area, which costs shall be amortized over the useful life
           of the applicable capital improvement or structural repair.
 
      If less than 100% of the net  rentable  area of the Building is occupied by
      tennants during any period, the Building Expense for such period shall, for
      the purposes of this Article,  be deemed to be equal to Landlord's estimate
      of what the  Building  Expenses for such period would have been had 100% of
      the net rentable area of the Building been occupied during such period.

  D.   For the purposes hereof,  the term "Landlord's  Share" shall mean an amount
      equal to the total of actual  Building  expenses for calendar year 1992, to
      be  proportionately  adjusted  it the  applicable  period  is less  than or
      greater than twelve months.

 E.   For the purposes hereof,  the "Shared Expenses" for a period shall be equal
      to the excess of the Building  Expenses for such period over the Landlord's
      Share for such period.  It the Landlord's Share for such period exceeds the
      Building Expense for such period, the Shared Expenses for such period shall
      be deemed to be zero,  and no  additional  rent shall be  payable  for such
      period  pursuant  to Section B of this  Article;  however,  in such  event,
      Tenant shall not be entitled to any  reduction in the Monthly Base Rent set
      forth in Section A of this Article.
 
                                       -3-

 

 F.   All reasonable determinations by Landlord pursuant to this Article shall be
      presumed to be correct.  Until tenant is advised of the  adjustment  in the
      rent, it any, pursuant to the provisions of this Article,  Tenant's monthly
      rental shall  continue to be paid at the current rate  (including all prior
      adjustments pursuant to Section B of this Article).  No failure by Landlord
      to require the payment of additional  rent by Tenant  pursuant to Section
B
      of the Article for any period shall constitute a waiver of Landlord's right
      to  collect  such  additional  rent for such  period or for any  subsequent
      period.

 G.   If any installment of rent due hereunder is not paid by Tenant on or before
      twelve  o'clock noon on the fifth  business day  following the day on which
      such  installment was due, Tenant shall be required to pay a late charge of
      ten percent of such delinquent  installment.  Any such late charge shall be
      due and payable immediately.

 H.   Unless  Landlord  notifies  Tenant to the  contrary,  all  amounts  payable
      hereunder  shall be payable to Landlord at Landlord's  address set forth in
      Article XVIII below.

 I.   Upon reasonable  notice to Landlord,  Tenant shall have the right to review
      the  documentation  relating to the computation of additional rent pursuant
      to this Article.

 J.   All Building  Expenses shall be computed on the accrual basis. In computing
      Building  Expenses,  (i) no cost or expense may be counted  more than once,
      (ii) any  expenses  which are paid by the  proceeds of  insurance  shall be
      excluded,  and (iii) any expenses  which are  separately  metered or billed
      directly to and separately paid by any tenant shall be excluded

 K.   Landlord shall provide Tenant with reasonably  detailed  statements showing
      the  computation  of  Tenant's  share  of  the  Shared  Expenses  not  less
      frequently  than once per  year.  Tenant  shall  have the right to cause an
      audit to be made of such computation,  at Tenant's  expense.  Any errors in
      such computation shall be promptly corrected.

 L.   Notwithstanding  anything in this Article to the contrary,  Landlord  shall
      have the  right to cause  certain  categories  of  utility  expenses  (e g,
      electricity  and natural gas) which  benefit only a portion (the  "Separate
      Portion") of the  Building to be  separately  metered or allocated  and the
      costs thereof (the "Separate  Costs") to be payable by the tenant(s) of the
      Separate Portion, in which case such tenant(s) would not pay any portion of
      such  categories of expenses  attributable  to the  remainder  (the "Office
      Portion") of the Building. If Landlord exercises such right and so notifies
      Tenant, for the purpose of Section B of this Article:
 
      1.   "Building  Expenses"  shall be deemed not to include the amount of the
           Separate Costs; and
 
      2.   "Building  Expenses"  shall  be  deemed  to  include  the cost of such
           categories of expenses  attributable to the Office Portion  multiplied
           by the ratio of (x) the total  number of  rentable  square feet in the
           Building,  to (y) the total  number  of  rentable  square  feet in the
           Office Portion.

 
                               IV. SECURITY DEPOSIT
 
          Tenant has deposited with Landlord the sum of _____n/a________  dollars
($ n/a ) as security for the full and faithful performance of every provision of
this Lease to be performed  by Tenant.  If Tenant  defaults  with respect to any
provision of this Lease, including but not limited to the provisions relating to
 
                                       -4-

 

 the payment of rent,  Landlord may use,  apply or retain all or any part of this
security deposit for the payment of any rent or any other sum in default. or for
the payment of any other amount which Landlord may spend or become  obligated to
spend by reason of Tenant's default or to compensate Landlord for any other loss
or damage which Landlord may suffer by reason of Tenant's default If any portion
of said  deposit is so used or  applied,  Tenant  shall,  within five days after
written  demand  therefor  is made,  deposit  cash  with  Landlord  in an amount
sufficient  to restore the  security  deposit to its original  amount.  Landlord
shall not be required to keep this  security  deposit  separate from its general
funds and Tenant  shall not be entitled to interest on such  deposit.  If Tenant
shall fully and faithfully perform every provision of this Lease to be performed
by it, the security  deposit or any balance  thereof shall be returned to Tenant
after  the  expiration  of the  lease  term and upon  Tenant's  vacation  of the
Premises.  Landlord  shall deliver the funds  deposited  herein by Tenant to the
purchaser  of the  Building  in the  event  the  Building  is sold (or give such
purchaser a credit  against the purchase  price in the amount of such  deposit),
and thereupon,  Landlord shall be discharged from further liability with respect
to such deposit.
 
                              V. LANDLORD'S SERVICES

 A.   Landlord  shall  maintain  and  repair  the  Building  Area  in a good  and
      workmanlike manner similar to other first class office buildings located in
      the metropolitan area of Denver,  Colorado, and shall furnish the following
      services  to the  Premises  (the  cost of which  shall be  included  within
      Building Expenses):
 
      1.   air  conditioning and heat from 7:00 a.m. to 6 00 p.m. on weekdays and
           from 8:00 a.m. to 1:00 p.m. on Saturdays, holidays excluded;
 
      2.   elevator service (automatic) and Building security;
 
      3.   janitorial  service five days per week,  holidays excluded  (provided,
           however,  if Tenant's floor covering or other  improvements  are other
           than building standard, Tenant shall pay the additional cleaning costs
           attributable thereto as additional rent upon presentation of statement
           therefor by Landlord); and
 
      4.   hot and cold  water  (to  each  floor in the  Building)  and  electric
           current for lighting the Premises and for ordinary  office  appliances
           and machines only.
 
      Landlord  shall not be liable for  damages nor shall any rent be abated for
      failure to  furnish,  or delay in  furnishing,  any such  service  which is
      occasioned by needed repairs, renewals or improvements, or by any strike or
      labor  controversy,  or by  any  act or  default  of  Tenant  or due to the
      inability  of Landlord  to obtain  fuel or power from the  utility  company
      supplying same, or for any cause beyond the reasonable control of Landlord,
      unless such delay or service interruption  continues for a period in excess
      of thirty  consecutive  days and such  delay or  interruption  renders  the
      Premises or any portion thereof  untenantable  for Tenant's normal business
      operations,  in which  case the rent shall be abated in  proportion  to the
      unusable  portion of the Premises for any such excess.  Landlord  agrees to
      use its best efforts to cause utility companies to continuously supply gas,
      electricity, water and other necessary utilities to the Premises.

 B.   If heat generating  machines or equipment  (including,  but not limited to,
      telephone  equipment)  are used by Tenant in the Premises  which affect the
      temperature  otherwise maintained by the air conditioning system,  Landlord
      reserves  the right if  requested  by Tenant to install  supplementary  air
      conditioning units in the Premises and the cost thereof, including the cost
      of installation,  and the cost of operation and maintenance thereof,  shall
      be paid by Tenant to Landlord upon demand by Landlord.
 
                                       -5-

 

 C.   Tenant  will not  without the prior  written  consent of  Landlord  use any
      apparatus  or device in the  Premises  which will in any way  increase  the
      amount of electricity or water usually furnished or supplied for use of the
      Premises  as  general  office  space.  Tenant  shall not  connect  with any
      electric  current,  except  through  existing  electrical  outlets  in  the
      Premises,  or to any water pipes, any apparatus or device, for the purposes
      of using  electric  current  or  water If  Tenant  shall  require  water or
      electric current in excess of that usually furnished or supplied for use of
      the Premises as general office space, Tenant must first procure the consent
      of Landlord to the use  thereof,  and  Landlord  may cause a water meter or
      electric  current meter to be installed in the  premises,  so as to measure
      the amount of water and  electric  current  consumed for any such other use
      The cost of any such  meter and of  installation,  maintenance  and  repair
      thereof shall be paid for by Tenant and Tenant agrees to pay to Landlord as
      additional rent hereunder promptly upon demand therefor by Landlord for all
      such water and electrical current consumed,  as shown by said meters at the
      rates charged for such services by the local public authority, or the local
      public  utility,  as the  case  may  be,  furnishing  the  same,  plus  any
      additional  expense  incurred in keeping  account of the water and electric
      current so consumed.

 D.   Notwithstanding  anything  contained  in this  Lease  to the  contrary,  if
      Landlord  consents,   Tenant  may  maintain  and  operate  data  processing
      equipment on the  Premises All  additional  costs in  connection  therewith
      (including,  but not limited to, additional  support flooring,  insulation,
      electrical outlets and temperature  maintenance  facilities) shall be borne
      by Tenant.  In  addition,  the  utility  services  utilized  by or for such
      equipment shall be separately metered and the cost of such utility services
      with metering shall be borne by Tenant

 E.   At Tenant's  request and with Landlord's  approval,  Landlord shall furnish
      the  services  described  in Section A of this  Article at times other than
      specified  in Section A,  provided  that  Tenant  shall pay the entire cost
      thereof  as  reasonably   determined  by  Landlord  as  additional  rental,
      notwithstanding  the fact that such  services may also benefit  portions of
      the Building other than the Premises.

 
                           VI. ASSIGNMENT AND SUBLETTING
 
      Tenant  shall not permit any part of the Premises to be used or occupied by
any persons other than Tenant,  and the employees of Tenant, nor permit any part
of the  Premises to be used or occupied by any  licensee or  concessionaire,  or
permit any persons to be upon the Premises other than Tenant, and its employees,
customers and others having lawful business with Tenant. Tenant shall not assign
this Lease nor  sublet all or part of the  Premises  without  the prior  written
consent of Landlord, which consent shall not be unreasonably withheld; provided,
however,  such consent to any assignment or subletting  shall not relieve Tenant
from its obligations as primary obligor (and not as surety or guarantor) for the
payment of all amounts due  hereunder  and for the full and faithful  observance
and  performance  of the  covenants,  terms  and  conditions  herein  contained.
Notwithstanding  the  foregoing,  Landlord  shall  be  entitled  to  arbitrarily
withhold  consent to a proposed  assignment or subletting if Landlord  exercises
its right to terminate  this Lease as to the entire  assignment of this Lease or
to a subletting of the whole or any part of the Premises,  Tenant must submit to
Landlord the terms thereof, the name of the proposed assignee or subtenant, such
information  as to the  nature of its  business,  financial  responsibility  and
strength as Landlord may  reasonably  require,  and the proposed  effective date
(the "Effective Date") of the proposed assignment or subletting (which Effective
Date shall be  neither  less than 60 days nor more than 120 days  following  the
date of Tenant's  submission of such information).  Upon receipt of such request
and  information  from Tenant,  Landlord  shall have the right,  exercisable  by
notice in writing  within  fourteen days after such receipt,  to terminate  this
Lease if the  request is to assign  this Lease or to sublet all of the  Premises
or, if the request is to sublet a portion of the  Premises  only,  to  terminate
this Lease with respect to such portion,  in each case as of the Effective Date.
 
                                       -6-

 

 Such  right  to  terminate  shall  be for  any  reason  whatsoever  in the  sole
discretion of Landlord, including but not limited to the right to retain any and
all profits of such  assignment  or sublease.  If Landlord  shall  exercise such
termination right,  Tenant shall surrender  possession of the entire Premises or
the  portion  which is the  subject  of the  right,  as the case may be,  on the
Effective  Date in  accordance  with the  provisions  of this Lease  relating to
surrender of the Premises at the  expiration  of the Term of this Lease shall be
terminated  as to a portion of the  Premises  only,  the rent  payable by Tenant
under Article III of this Lease shall be abated  proportionately,  commencing of
the Effective  Date,  based upon the percentage of the Premises as to which this
Lease has been terminated.

 
                             VII. ESTOPPEL CERTIFICATE
 
      Within ten days of notice from Landlord, Tenant shall execute,  acknowledge
and deliver to Landlord an accurate  statement (on the form  attached  hereto as
Exhibit D) certifying that this Lease is unmodified and in full force and effect
(or, if modified,  stating the nature of such  modification  and certifying that
this Lease, as so modified,  is in full force and effect) and the dates to which
rental and other  charges are paid in advance,  if any, and  acknowledging  that
there are not,  to  Tenant's  knowledge,  any  uncured  defaults  on the part of
Landlord  hereunder.  or  specifying  such  defaults  if  any  are  claimed.  At
Landlord's option, such form may contain other  certifications  relating to this
Lease.  It is expressly  understood  and agreed that any such  statement  may be
relied upon by any prospective purchaser or encumbrance of all or any portion of
the Building Area Tenant's  failure to deliver such  statement  within such time
period  shall be  conclusive  upon  tenant  that this Lease is in full force and
effect.  without  modification  except as may be represented  by Landlord.  that
there are no uncured  defaults in Landlord's  performance and that not more than
one month's rental has been paid in advance

 
                        VIII. SUBORDINATION AND ATTORNMENT
 
      This Lease, at Landlord's  option,  shall be subordinate to any existing or
future  mortgage,  deed of  trust,  ground  lease or  declaration  of  covenants
(regarding  maintenance  and use of any areas  contained  in any  portion of the
Building)  and to any and all advances  made under any mortgage or deed of trust
and to all renewals, modifications,  consolidations, replacements and extensions
thereof.  Tenant agrees that with respect to any of the foregoing documents,  no
documentation,  other  than this  Lease.  shall be  required  to  evidence  such
subordination.  If any holder of a mortgage or deed of trust shall elect to have
this Lease  superior to the lien of its mortgage or deed of trust and shall give
written  notice  thereof to Tenant,  this  Lease  shall be deemed  prior to such
mortgage or deed of trust,  whether this Lease is dated prior or  subsequent  to
the date of said mortgage or deed of trust or to the date of recording  thereof.
Tenant  agrees to execute  such  documents  which may be required by Landlord to
confirm such  subordination  or priority within ten days of notice from Landlord
(including,   but  not  limited  to.  a   Subordination,   Non-Disturbance   and
Attornment**  and should  Tenant fail to do so within such time  period,  Tenant
does  hereby  make,  constitute  and  irrevocably  appoint  Landlord as Tenant's
attorney-in-fact  and in Tenant's name, place and stead, to do so. Tenant hereby
agrees to attorn to all successor  owners of the  Building.  whether or not such
ownership  is acquired as a result of a sale  through  foreclosure  of a deed of
trust or  mortgage,  or  otherwise.  Notwithstanding  anything  to the  contrary
contained in this Article,  so long as Tenant fulfills all its obligations under
this Lease,  Tenant's possession of the premises and Tenant's other rights under
this Lease*  shall not be disturbed or impaired by any holder of a mortgage or a
deed of trust, or by any person claiming through or under Landlord.

 *   including  but not  limited to the Rents  stated in Exhibit C  Paragraph 1
 **  Agreement in a form reasonably acceptable to both parties
 
                                       -7-

  
                          IX. LANDLORD'S RESERVED RIGHTS
 
      Without  notice (except as otherwise set forth in this Article) and without
liability  to Tenant  (except for damages  caused by the  negligence  or willful
misconduct of Landlord or its agent),  Landlord shall have the right at any time
or from time to time:

 A.   upon at least twenty days prior notice to Tenant, change the name or street
      address of the Building;

 B.   install and maintain signs on the exterior of the Building;

 C.   enter into the  Premises in order to take  reasonable  measures as Landlord
      may deem advisable for the safety, repair, maintenance,  improvement, care,
      cleanliness,  security and  reputation of the Building,  or for the safety,
      security and welfare of the  occupants of the Building,  including  Tenant,
      and for such purposes take into and through the Premises or any part of the
      Building,  all required  tools,  equipment and materials,  and  temporarily
      suspend use of doors, corridors, elevators or other facilities;

 D.   exhibit the Premises to others at reasonable times upon reasonable  notice;
      or

 E.   upon at least five days  prior  notice to Tenant,  enter the  Premises  and
      perform  any  obligation  of Tenant  hereunder  which  Tenant has failed to
      perform satisfactorily if Landlord elects to do so.

 
                             X. RULES AND REGULATIONS
 
      The rules and  regulations  attached  hereto as  Exhibit B, as well as such
reasonable rules and regulations as may be hereafter adopted by Landlord upon at
least ten days prior notice to Tenant for the safety,  care and  cleanliness  of
the  Building  Area and the  preservation  of good  order  thereon,  are  hereby
expressly  made a part  hereof,  and  Tenant  agrees to obey all such  rules and
regulations.

 
                            XI. REPAIRS AND ALTERATIONS

 A.   Except for those  matters which are the  responsibility  of Landlord as set
      forth in Article V, Tenant  shall keep the Premises in good  condition  and
      repair (except for reasonable wear and tear and damage due to fire or other
      insured  casualty),  and the  Premises  shall not be  altered,  repaired or
      changed  without the prior written  consent of Landlord.  Tenant shall keep
      the Premises and Building free and clear of any liens due to the actions of
      Tenant or its agents and shall indemnify, hold harmless and defend Landlord
      from any such liens and  encumbrances  arising out of any work performed or
      materials  furnished by or at the direction of Tenant In the event any such
      lien is filed,  Tenant shall do all acts  necessary to discharge  such lien
      within ten days of filing,  or if Tenant desires to contest such lien, then
      Tenant shall  deposit with Landlord  such  reasonable  security as Landlord
      shall demand to insure the payment of such lien claim.  In the event Tenant
      shall fail to pay any such lien claim when due or shall tail to deposit the
      security with  Landlord,  then Landlord  shall have the right to expend all
      sums reasonably  necessary to discharge such lien claim on Tenant's behalf,
      and Tenant shall reimburse Landlord for such expenditure within ten days of
      demand by Landlord
 
                                       -8-

 

 B.   Unless  otherwise  agreed by Landlord,  all  alterations,  improvements and
      changes to the Premises that may be required or permitted  hereunder  shall
      be done either by or under the  direction  of  Landlord  but at the cost of
      Tenant

 C.   Unless  otherwise  agreed by Landlord,  all  alterations,  improvements and
      changes to the Premises made by or at the direction of Tenant shall, at the
      option of Landlord, become the property of Landlord upon the termination of
      this Lease, however such termination shall occur, and shall remain upon and
      be  surrendered  with the  Premises  without  reimbursement  by Landlord to
      Tenant for the cost of any such  alterations,  improvements or changes.  If
      Landlord  elects that any of the  alterations,  improvements  or changes be
      removed by Tenant upon  termination of this Lease,  Tenant shall remove the
      same prior to the termination hereof and shall repair any damages caused by
      such removal

 D.   Tenant shall not cause or permit any  alterations,  improvements or changes
      to the Premises without Landlord's prior written consent

 
                    XII. DAMAGES TO PROPERTY; INJURY TO PERSONS

 A.   Tenant shall  neither  hold,  nor attempt to hold  Landlord  liable for any
      injury or damage,  either proximate or remote,  occurring through or caused
      by fire, water, steam, or any repairs, alterations,  injury or accident, or
      any other cause to any person, to the Premises, to any furniture, fixtures,
      tenant improvements, or other personal property of Tenant kept or stored in
      the  Premises,  to adjacent  premises,  or to other parts of the  Building,
      except to the extent  caused by the  negligence  or willful  misconduct  of
      Landlord or its agent.

 B.   Tenant hereby agrees to indemnify, defend and save Landlord harmless of and
      from all liability, loss, damages, costs or expenses,  including reasonable
      attorney's  fees,  on  account of  injuries  to the person or damage to the
      Building,  the property of Landlord or of any other tenant in the Building,
      or to  any  other  person  rightfully  in  the  Building  for  any  purpose
      whatsoever,  to the extent  that such  injuries or damage are caused by the
      negligence  or misconduct of Tenant,  its agents,  or employees,  or of any
      other person entering upon the Premises under express or implied invitation
      of Tenant,  or where such  injuries are the result of the  violation of the
      provisions of this Lease by any of such persons.

 
                 XIII. FIRE AND RESTORATION OF PREMISES; INSURANCE

 A.   In the event the  Premises  or the  Building  is  damaged  by fire or other
      insured  casualty  and the  insurance  proceeds  have been  made  available
      therefor  by the  holder  or  holders  of any  mortgages  or deeds of trust
      covering the  Premises,  the damage shall be repaired by and at the expense
      of Landlord to the extent of such insurance  proceeds  available  therefor,
      provided such repairs can, in Landlord's  reasonable  opinion, be completed
      within 120 days after the  occurrence of such damage without the payment of
      overtime or other  premiums.  Until such  repairs are  completed,  the rent
      shall be abated in proportion to the pan of the Premises  which is unusable
      by Tenant in the conduct of its  business  (but there shall be no abatement
      of rent by reason of any  portion  of the  Premises  being  unusable  for
a
      period  equal  to one  day or  less).  If  repairs  cannot,  in  Landlord's
      reasonable  opinion,  be completed within such 120 days, Landlord may elect
      to make them within a reasonable  time and in such event,  this Lease shall
      continue  in effect  and the rent  shall be abated in the  manner  provided
      above (except that Tenant shall have the right to terminate this Lease upon
      notice to Landlord  which  notice must be given to Landlord  not later than
      ten days after  Landlord  notifies  Tenant to such  election).  If Landlord
      elects not to make such repairs which cannot be completed  within 120 days,
      then either party may, by written  notice to the other  within  thirty days
      
                                       -9-

 
 
      after such  election,  cancel  this  Lease as of the date of such  notice
A
      total destruction of the Building shall automatically terminate this Lease.
      Notwithstanding the foregoing, if any such damage is caused by the fault or
      negligence  of Tenant or any of  Tenant's  officers,  employees  or agents,
      there will be no rent  abatement on account of such damage and Tenant shall
      be liable to Landlord for the cost of repair and  restoration to the extent
      not covered by insurance proceeds.

 B.   Unless Landlord or its agents act in an unreasonable manner, there shall be
      no  abatement  of rent and no liability of Landlord by reason of any injury
      to or  interference  with  Tenant's  business or property  arising from the
      making of any repairs,  alterations or improvements in or to any portion of
      the  Building  of the  Premises  or in or to  fixtures,  appurtenances  and
      equipment  therein.   Tenant  understands  that  Landlord  will  not  carry
      insurance  of any kind on  Tenant's  furniture  and  furnishings  or on any
      fixtures or  equipment  removable by Tenant  under the  provisions  of this
      Lease,  and that  Landlord  shall not be  obligated  to repair  any  damage
      thereto or replace the same.  Landlord  shall not be required to repair any
      injury  or  damage  by fire or  other  cause,  or to make  any  repairs  or
      replacements of improvements installed in the Premises by or for Tenant.

 C.   In the  event  that the  Building  be  damaged  to the  extent of more than
      33-1/3% of the replacement cost thereof or if insurance  proceeds available
      for repair of damage are insufficient, Landlord may elect to terminate this
      Lease as of the date of the occurrence of such damage, whether the Premises
      be injured or not

 D.   Landlord  shall  maintain  fire  and  extended  coverage  on  the  Building
      (including Building standard leasehold  improvements) in amounts determined
      by  Landlord,  with the cost  thereof to be included  in Building  Expenses
      under  Article  III of this  Lease  Tenant  agrees to  maintain  reasonable
      insurance  coverage with respect to Tenant's  property  located  within the
      Building

 E.   Landlord  and Tenant  each  hereby  waives any and all causes of action and
      rights of recovery against the other,  its officers,  employees and agents,
      for any loss or damage  occurring to the Premises or the  Building,  or the
      improvements,  fixtures,  merchandise  and personal  property of every kind
      located in and about the  Building to the extent  required to be covered by
      insurance (whether or not such insurance is actually maintained) regardless
      of cause or origin, including the negligence or either party, its officers.
      employees or agents To the extent  necessary to effect the foregoing waiver
      of subrogation.  Landlord and Tenant agree to obtain from their  respective
      insurance  carriers  endorsements to all appropriate  policies of insurance
      waiving the right of subrogation of the insurance carriers

 F.   Whenever  Landlord  has an  opportunity  to make  an  election  under  this
      Article,  Landlord  must  make  such  election  within  sixty  days  of the
      occurrence  of the event  which  gives rise to such  opportunity.  Whenever
      Landlord  elects  under this Article to repair the  Premises,  the Premises
      shall be repaired to building standard  condition,  however, in such event,
      Tenant shall have the right to cause Landlord to repair the Premises to the
      condition  which  existed  prior to the  applicable  damage,  provided that
      Tenant  pays to  Landlord,  in  advance,  that  portion of the cost of such
      repair in excess of the cost to repair the  Premises to  building  standard
      condition

 
                                 XIV. CONDEMNATION
 
      If any portion of the Premises or any portion of the  Building  which shall
render the Premises untenantable shall be taken by right of eminent domain or by
condemnation or shall be conveyed in lieu of any such taking, then this Lease,
 
                                       -10-

 

 at the option of either  Landlord or Tenant  exercised  by either  party  giving
notice to the other of such termination  within thirty days after such taking or
conveyance,  shall terminate and the rent shall be duly appointed as of the date
of such taking or conveyance.  Tenant  thereupon shall surrender to Landlord the
Premises and all interest therein under this Lease, and Landlord may reenter and
take possession of the Premises or remove Tenant therefrom.  In the event of any
such  taking  or  conveyance,   Landlord  shall  receive  the  entire  award  or
consideration  of the lands and  improvements so taken and Tenant hereby assigns
to  Landlord  all  rights  of  Tenant,  if any,  to  receive  any such  award or
consideration  (except  any  separate  award  reimbursing  Tenant  for moving or
relocation   expenses  or  specifically   allocated  to  Tenant's   property  or
improvements to the Premises which were paid for by Tenant).

 
                                    XV. DEFAULT

 The  occurrence of any one or more of the following  events shall  constitute an
"event of default":

 A.   Tenant shall tail to pay in full, when due, any amount of rent or any other
      amount  payable  hereunder,  and such failure shall  continue for five days
      after notice from Landlord to Tenant;

 B.   Tenant  shall  vacate or abandon the  Premises for a period in excess of 30
      consecutive days without the consent of Landlord;

 C.   Tenant's  interest in this Lease or the Premises or any part thereof  shall
      be taken upon execution or by other process of law directed against Tenant,
      or shall be subject to any  attachment  at the  instance of any creditor or
      claimant  against Tenant,  and said  attachment  shall not be discharged or
      disposed of within thirty days after the levy thereof;

 D.   Tenant or any  guarantor  of Tenant's  obligations  hereunder  shall file
a
      petition in bankruptcy or insolvency or for  reorganization  or arrangement
      under the bankruptcy  laws of the United States or under any insolvency act
      of any state, or shall voluntarily take advantage of any such law or act by
      answer  or  otherwise,  or  shall be  dissolved  or  shall  make a  general
      assignment for the benefit of creditors:

 E.   Involuntary  proceedings under any such bankruptcy law or insolvency act or
      for the  dissolution  of Tenant or any  guarantor  of Tenant's  obligations
      hereunder  shall be instituted  against Tenant or any guarantor of Tenant's
      obligations hereunder,  or a receiver or trustee shall be appointed for all
      or substantially all of the property of Tenant or any guarantor of Tenant's
      obligations  hereunder,  and such proceeding shall not be dismissed or such
      receivership   or   trusteeship   vacated  within  sixty  days  after  such
      institution or appointment;

 F.   Tenant shall fail to comply with the  provisions  of Article VII or Article
      VIII.

 G.   Tenant  shall  breach  any of the other  agreements,  terms,  covenants  or
      conditions  hereof on Tenant's part to be performed,  and such breach shall
      continue  for a period of thirty days after  notice  thereof by Landlord to
      Tenant; or

 H.   Tenant or any guarantor of Tenant's  obligations  hereunder shall be unable
      to pay its debts as they become due.

 Upon the occurrence of an event of default,  Landlord  shall have the right,  at
its election, then or at any time thereafter, either:
 
                                       -11-

 

 
      1.   to give Tenant  written notice of intention to terminate this Lease on
           the date of such given notice or on any later date specified  therein,
           whereupon Tenant's right to possession of the Premises shall cease and
           this Lease shall thereupon be terminated,
 
      2    without  demand or  notice,  to  reenter  and take  possession  of the
           Premises or any part  thereof,  repossess  the same,  expel Tenant and
           those claiming through or under Tenant, and remove the effects of both
           or either, without being liable for prosecution thereof so long as due
           care is used in such  removal,  without  being  deemed  guilty  of any
           manner of  trespass  Should  Landlord  elect to reenter as provided in
           this Section 2, or should Landlord take  possession  pursuant to legal
           proceedings or pursuant to any notice provided by law, Landlord shall,
           without  terminating  this Lease,  use its good faith efforts to relet
           the Premises or any part thereof in Landlord's name for the account of
           Tenant on such  terms and  conditions  as  Landlord  then  deems to be
           reasonable in light of then current market conditions. No such reentry
           or taking possession of the Premises by Landlord shall be construed as
           an  election  on  Landlord's  part to  terminate  this Lease  unless
a
           written  notice of such  intention be given to Tenant.  No notice from
           Landlord  hereunder or under a forcible entry and detainer  statute or
           similar law shall constitute an election by Landlord to terminate this
           Lease unless such notice specifically so states. Landlord reserves the
           right  following  any such  reentry  and/or  reletting to exercise its
           right to terminate this Lease by giving Tenant such written notice, in
           which  event the Lease will  terminate  as  specified  in said  notice
           Nothing  in this  Article  is  intended  to  relieve  Landlord  of any
           obligation imposed by Colorado law to mitigate damages in the event of
           a default by Tenant hereunder.
 
      In the event  that  Landlord  does not  elect to  terminate  this  Lease as
permitted  in Section 1 of this  Article,  but on the  contrary,  elects to take
possession  as  provided  in  Section  2 of this  Article,  Tenant  shall pay to
Landlord (i) the rent and other sums as herein provided,  which would be payable
hereunder if such repossession had not occurred,  less (ii) the net proceeds, if
any, of any reletting of the Premises after deducting all Landlord's expenses in
connection  with  such  reletting,   including,  but  without  limitation,   all
repossession  costs,  brokerage   commissions,   attorneys'  fees,  expenses  of
employees,  alteration  and repair  costs and expenses of  preparation  for such
reletting  If, in  connection  with any  reletting,  the new lease term  extends
beyond the existing term, or the premises covered thereby include other premises
not part of the Premises,  a fair  apportionment  of the rent received from such
reletting  and  the  expenses  incurred  in  connection  therewith  as  provided
aforesaid will be made in determining the net proceeds from such reletting,  and
any rent concessions will be equally  apportioned over the term of the new lease
Tenant  shall pay such rent and other  sums to  Landlord  monthly  on the day on
which the rent would have been  payable  hereunder  if  possession  had not been
retaken and  Landlord  shall be entitled to receive the same from Tenant on each
such day.
 
      In the event,  however,  this Lease is terminated by Landlord on account of
an event of default,  Landlord  shall be entitled to recover  forthwith  against
Tenant as damages for loss of the bargain and not as a penalty, an aggregate sum
which, at the time of such  termination of this Lease,  represents the excess of
the  aggregate of the rent and all other sums payable by Tenant  hereunder  that
would have accrued for the balance of the term over the  aggregate  rental value
of the  Premises  (such  rental  value to be  computed  on the basis of a tenant
paying not only a rent to Landlord for the use and  occupation  of the Premises,
but also such other charges as are required to be paid by Tenant under the terms
of this Lease) for the balance of such term both  discounted to present value at
the rate of eight percent per annum.
 
      Suit or  suits  for the  recovery  of the  amount  and  damages  set  forth
hereinabove  (and for amounts owing by Tenant to Landlord under this Lease prior
to  Landlord's  election  of  remedies  under  this  Article)  may be brought by
Landlord, from time to time, at Landlord's election, and nothing herein shall be

 
                                       -12-

 

 deemed to  require  Landlord  to await the date  whereon  this Lease or the term
hereof  would have  expired had there been no event of  default.  Each right and
remedy  provided for in this Lease shall be cumulative  and shall be in addition
to every other right or remedy  provided  for in this Lease or now or  hereafter
existing  at law or in equity or by statute or  otherwise,  and the  exercise or
beginning  of the  exercise  by  Landlord  of any one or more of the  rights  or
remedies  provided for in this Lease or now or  hereafter  existing at law or in
equity or by statute or otherwise  shall not preclude the  simultaneous or later
exercise by Landlord of any or all other rights or remedies provided for in this
Lease  or now  or  hereafter  existing  at law or in  equity  or by  statute  or
otherwise.
 
      Nothing  contained  in this Article  shall limit or prejudice  the right of
Landlord  to  prove  and  obtain  as  liquidated   damages  in  any  bankruptcy,
insolvency,  receivership,  reorganization or dissolution proceeding,  an amount
equal to the  maximum  allowed  by any  statute  or rule of law  governing  such
proceeding and in effect at the time when such damages are to be proved, whether
or not such  amount be greater,  equal to or less than the amounts  recoverable,
either as damage or rent, referred to in any of the preceding provisions of this
Article.
 
      Notwithstanding  anything  contained in this Article to the  contrary,  any
such  proceeding or action  involving  bankruptcy,  insolvency,  reorganization,
arrangement, assignment for the benefit of creditors, or appointment of receiver
or trustee,  as outlined in this Article,  shall be considered to be an event of
default only when such proceeding. action or remedy shall be taken or brought by
or against  the then  holder of the  leasehold  estate  under this Lease  (which
holder must have been consented to by Landlord pursuant to Article VI).
 
                              XVI, LANDLORD'S DEFAULT
 
      In the event Tenant alleges any default by Landlord hereunder, Tenant shall
deliver to Landlord  written  notice and Landlord  shall have 30 days  following
receipt  of such  notice  to cure such  alleged  default  or, in the event  such
alleged  default  cannot  reasonably  be cured  within  such 30-day  period,  to
commence  action to cure such alleged default within a reasonable time A copy of
such  notice  shall be sent by  registered  mail to any holder of a mortgage  or
other  encumbrance on the Building the name and address of which Tenant has been
notified  in  writing  (by way of notice of  assignment  of rents and  leases or
otherwise),  and such  holder  shall also have the same time period to cure such
alleged default. which period shall begin to run 30 days after the expiration of
any period allowed Landlord hereunder, or if such default cannot be cured within
that time, then such additional time as may be necessary to effect such cure, so
long as such holder commences such cure within such 30 day period and thereafter
diligently  pursues  any  remedies  necessary  or,  appropriate  for curing such
default   (including.   but  not  limited  to.   commencement   of   foreclosure
proceedings),  in which  event this  Lease  shall not be  terminated  while such
remedies are being so diligently pursued

 
                 XVII. SURRENDER; HOLDING OVER; PERSONAL PROPERTY

 A.   Upon  termination  of this  Lease,  either  by lapse of time or  otherwise,
      Tenant shall peaceably  surrender the Premises in good condition and repair
      except  for  ordinary  wear  and  tear,  or  damage  by Act of God or other
      casualty beyond Tenant's  control,  or by fire or other casualty covered by
      standard extended coverage  insurance Tenant shall remove Tenant's moveable
      personal  property from the Premises upon such termination and shall repair
      all damages to the Premises caused by such removal.

 B.   No surrender of the Premises shall be executed by Landlord's  acceptance of
      the keys or of the rent or by any other means whatsoever without Landlord's
      written acknowledgment of such acceptance as a surrender.
 
                                       -13-

 

 C.   Should  Tenant,  with  Landlord's  written  consent,  hold  over  after the
      termination of this Lease, Tenant shall become a Tenant from month-to-month
      upon each and all of the terms herein  provided.  During such holding over,
      Tenant shall pay base rent at the highest  monthly rate provided for herein
      and shall pay all other rent and other amounts owing to Landlord hereunder.
      Such month-to-month  tenancy shall continue until either party gives to the
      other party notice at least one month prior to the date of  termination  of
      its intention to terminate such tenancy.

 D.   All movable personal  property of Tenant not removed from the Premises upon
      the abandonment thereof or upon the termination of this Lease for any cause
      whatsoever  shall  conclusively be deemed to have been abandoned and may be
      appropriated,  sold. stored, destroyed or otherwise disposed of by Landlord
      without  notice to Tenant or any other  person and  without  obligation  to
      account  therefor,  and Tenant shall pay Landlord all expenses  incurred in
      connection  with the  disposition  of such property in excess of any amount
      received by Landlord in connection with such disposition.

 E.   During the term  hereof,  Tenant shall pay prior to  delinquency  all taxes
      assessed against and levied upon fixtures,  furnishings,  equipment and all
      other  personal  property of Tenant  contained in the Premises,  and Tenant
      shall  cause  said  fixtures,  furnishings,  equipment  and other  personal
      property to be assessed  and billed  separately  from the real  property of
      Landlord.

 
                        XVIII. COVENANT OF QUIET ENJOYMENT
 
      Landlord  covenants  that  Tenant  shall be  granted  peaceable  and  quiet
enjoyment  of the Premises  during the term hereof so long as Tenant  punctually
(i) pays the rent and all other  amounts  payable by Tenant  hereunder  and (ii)
performs all of Tenant's other covenants and obligations hereunder.

 
                                   XIX. NOTICES;
 
      Any notice,  request,  demand,  Consent,  approval  or other  communication
required or permitted  hereunder shall be in writing and shall be deemed to have
been given when personally  delivered or mailed by United States certified mail,
return receipt requested, postage prepaid, addressed to the party for whom it is
intended at the following addresses:

 LANDLORD: 1700 Grant Associates, Ltd.
           303 E. 17th Avenue, Suite 200
           Denver, C0 80203

 TENANT:   Accelr8 Technology Corporation       with a copy to
           Attn:  Robert Hickler, President     Accelr8 Technology Corporation
           303 E. 17th Avenue, Suite 108        Attn:  Thomas V. Geimer, Chairman
           Denver, C0  80203                    303 E. 17th Avenue, Suite 108
                                                Denver, C0  80203

 provided;  however,  that either  party may change its  address for  purposes of
receipt of any such  communication  by giving ten days' prior written  notice of
such change to the other party in the manner prescribed above.
 
                                       -14-

 
 
                                 XX. MISCELLANEOUS

 A.   Subject to the  provisions  of Article  VI, all  agreements  covenants  and
      obligations  of this  Lease  shall be  binding  upon apply and inure to the
      benefit  of  the  parties  hereto  and  their  respective  heirs,  personal
      representatives. successors and assigns.

 B.   This Lease  contains  the entire  agreement  between the parties and may be
      amended   only  by   subsequent   written   agreement.   No   promises   or
      representations  except  as  herein  contained,  have  been  made to Tenant
      respecting  the  condition of the  Premises or the manner of operating  the
      Building.

 C.   The captions of the various Articles of this Lease are for convenience only
      and do not necessarily define.  limit, describe or construe the contents of
      such Articles.

 D.   The words  "Landlord"  and "Tenant" as used herein shall include the plural
      as well as the singular.  Words used herein in one gender shall include the
      other  genders  where  applicable.  If there be more  than one  Tenant  the
      obligations hereunder imposed upon Tenant shall be joint and several.

 E.   Time is of the essence of this Lease and each and all of its provisions.

 F.   Submission of this  instrument for  examination or signature by Tenant does
      not constitute a reservation of or option for Lease, and it is not elective
      as a Lease or otherwise  until  execution and delivery by both Landlord and
      Tenant.

 G.   Except for  delinquent  rent for which late  charges are due under  Article
      III,  any amount due from  Tenant to Landlord  hereunder  which is not paid
      when due shall  bear  interest  at two  percent  per annum  above the prime
      interest  rate of IntraWest  Bank of Denver  National  Association,  or its
      successor  from the due dale until paid,  but the payment of such  interest
      shall not excuse or cure any default by Tenant under this Lease.  and in no
      event shall such rate exceed the highest rate allowed by law in Colorado.

 H.   Any  provisions  of this Lease which  shall  prove to be  invalid.  void or
      illegal shall in no way affect,  impair or invalidate  any other  provision
      hereof and such other provisions shall remain in lull force and effect.

 I.   This Lease shall be governed by and  construed  pursuant to the laws of the
      State of Colorado.

 J.   Each party  agrees to promptly  reimburse  the other party for any costs or
      reasonable  attorneys' tees incurred by the non-breaching  party on account
      of any breach by the other party of any of the provisions of this Lease.

 K.   Landlord  shall not be liable to Tenant  for any  default  under this Lease
      which occurs after the sale of the Building by Landlord,  and Tenant agrees
      that its rights with respect to any such default shall be asserted  against
      Landlord's successor in interest.

 L.   Landlord  may,  at its option,  make any  payment or perform any  defaulted
      covenant or agreement of Tenant contained  herein,  and any monies advanced
      by Landlord for such purposes (including expenses and reasonable attorneys'
      fees shall be immediately due and payable by Tenant to Landlord.
 
                                       -15-

 

 M.   Within  ten days of  notice  from the other  party,  each  party  agrees to
      provide  such other  party with  reasonable  evidence  (e.g,  an opinion of
      counsel or a corporate or partnership  resolution) that this Lease has been
      duly executed, authorized and delivered by such party.

 N.   No failure by either  party to insist  upon the strict  performance  of any
      agreement.  term,  covenant or condition hereof or to exercise any right or
      remedy  consequent  upon a breach  thereof,  and no  acceptance  of full or
      partial rent during the continuance of any such breach,  shall constitute
a
      waiver of any such breach of such agreement, term, covenant or condition or
      a  relinquishment  of the  right  to  exercise  such  right or  remedy.  No
      agreement,  term,  covenant or condition hereof to be performed or complied
      with by either party,  and no breach thereof,  shall be waived,  altered or
      modified  except by written  instrument  executed  by the other  party.  No
      waiver of any breach shall  affect or alter this Lease,  but each and every
      agreement, term, covenant and condition hereof shall continue in full force
      and effect with  respect to any other then  existing or  subsequent  breach
      thereof.  Notwithstanding  any  termination  of this Lease,  the same shall
      continue  in force and effect as to any  provisions  hereof  which  require
      observance or performance of Landlord or Tenant subsequent to termination.

 O.   Landlord  shall have  absolutely no personal  liability with respect to any
      provision of this Lease or any  obligation  or liability  arising from this
      Lease or in connection  with this Lease in the event of a breach or default
      of  Landlord  of any of its  obligations  Tenant  shall look  solely to the
      Landlord's equity in the Building, at the time of the breach or default for
      the  satisfaction  of any remedies of Tenant Such  exculpation of liability
      shall be absolute and without any exception whatsoever

 
                  XXI CONSTRUCTION OF LEASEHOLD IIIIPROVEII ENTS
 
      Landlord and Tenant shall  diligently  pursue the  preparation of all plans
and  specifications  for the Improvement of the Premises shall be performed in a
good and workmanlike manner and in compliance with all applicable laws rules end
regulations

 

 
                                       -16-

  
 
                            XXII ADDITIONAL PROVISIONS
 
      The additional provisions set forth in Exhibit C attached hereto constitute
part of this Lease
 
      IN WITNESS  WHEREOF the parties  hereto execute this Lease the day and year
first above written
 
                                            LANDLORD: 1700 GRANT ASSOCIATES, LTD.
                                            a Colorado limited partnership
 
                                            By: STARR REALTY CORPORATION
                                            a Delaware corporation
                                            doing business in Colorado as
                                            STARR REALTY MANAGEMENT CORPORATION
                                            authorized agent

 
                                            By:  /s/ Edward J. Schmidt
                                                ---------------------------------
                                                Edward J. Schmidt
                                                President

 
                                           TENANT: ACCELR8 TECHNOLOGY CORPORATION
                                           a Colorado corporation

 
                                           By:  /s/ Robert Hicker
                                              -----------------------------------
                                               Robert Hickler
                                               President

 
                                       -17-

  
 
                                     EXHIBIT A

 
 
      A floor  plan  drawing  indicating  the  location  of the  Premises  in the
Building will be provided by Landlord an initialed by the parties.  Such drawing
shall be attached to the Lease as part of this Exhibit A.

 Location of the Building:           303 East 17th Avenue
                                     Denver, Colorado 80203

  Description of the Building:        That certain twelve-story building known as

                                     Seventeenth and Grant Building

 Legal  description of land underneath and surrounding the Building:  See Exhibit
A, page A-2

 
                                       -18-

  
 
                                    EXHIBIT "A"
 
                                 LEGAL DESCRIPTION

 

 PARCEL 1:      Lots 11 through 20 inclusive, Block 264 Clements Addition to the
                City of Denver, City and County of Denver, State of Colorado.

 PARCEL 2:      A 16 toot wide parcel lying between Lots 11 through 20 inclusive,
                Block 70 H.C. Brown's Addition to the City and County of Denver
                and Lot 11 through 20 inclusive, Block 264 Clements Addition to
                the City and County of Denver, more particularly described and
                bounded as follows:
 
                Beginning  at the  southeast  corner of Lot 20,  Block 70 of said
                H.C. Brown's  Addition;  thence northerly along the easterly line
                of said Block 70 a distance of 250.75 feet to a point, said point
                being  then  northeast  corner  of Lot 11,  Block 70 of said H.C.
                Brown's  Addition  ;thence on a deflection  angle to the right of
                90(a)02'09"  and  easterly a  distance  of 16.00 feet to a point,
                said point  being the  northwest  corner of Lot 11,  Block 264 of
                said Clements Addition; thence on a deflection angle to the right
                of  89(a)57'51"  and  southerly  along the westerly  line of said
                Block 264 a distance of 250.75 feet to a point,  said point being
                the  southwest  corner  of Lot 20,  Block  264 of  said  Clements
                Addition, said point also being a point on the north right-of-way
                line of 17th Avenue; thence on a deflection angle to the right of
                90(a)02'09"  and westerly  along said  northright-of-way  line of
                l7th Avenue a distance  of 16.00 feet to the point of  beginning,
                containing 4,012.00 square feet or 0.092 acre, more or less.
 
                PARCEL 3: Lots 11 through 20,  inclusive,  Block 70 H.C.  Brown's
                Addition to the City of Denver, City and County of Denver,  State
                of Colorado.

 
                                       -19-

  
 
                                     EXHIBIT B
 
                               RULES AND REGULATIONS

 1.   At all times during the term of this Lease,  Landlord  shall have the right
      by itself,  its agents and  employees,  to enter into and upon the Premises
      during  reasonable   business  hours  for  the  purpose  of  examining  and
      inspecting the same and determining whether Tenant shall have complied with
      its obligations under the Lease, including the Rules and Regulations.

 2.   Tenant shall not use the name of the  Building  for any purpose  other than
      Tenant s business  address  and shall not use a picture or  likeness of the
      Building or Premises in any advertisement, notice or correspondence without
      the prior written consent of Landlord.

 3.   Tenant shall not make or permit any noise or odor that is  objectionable ~o
      the  public or to other  occupants  of the  Building  to  emanate  from the
      Premises,  shall not create or maintain a nuisance thereon and shall not do
      anything tending to injure the reputation of the Building or the Premises.

 4.   Tenant shall not place or permit any radio antenna,  loud  speakers,  sound
      amplifiers, or similar devices on the roof or outside of the Building.

 5.   The  sidewalks,  entrances,  passages,  elevators,  vestibules,  stairways,
      corridors  and halls may not be  obstructed  or used for any purpose  other
      than ingress or egress to and from the Premises.

 6.   Supplies, goods, materials, packages, furniture and all such items of every
      kind  are to be  delivered  at the  entrance  point  provided  therefor  as
      Landlord  may  designate.  All such items  moved in or out of the  Building
      shall be done at such time and in such manner as designated by Landlord.

 7.   Landlord may retain a passkey to the  Premises.  Tenant shall not alter any
      lock or install a new lock on any door of the  Premises  without  the prior
      written consent of Landlord; if such consent is given, Tenant shall provide
      Landlord with an additional key for the use of Landlord.

 8.   Upon  leaving  the  Premises,  Tenant  shall close and lock all windows and
      doors of the  Premises,  and  shall  shut off all water  faucets  and major
      electrical apparatus located within the Premises

 9.   Tenant  shall  not  install  any  concession  or  vending  machines  in the
      Premises, and shall not sell from the Premises the following items: cigars,
      cigarettes,  tobaccos,  pipes, candies,  newspapers,  magazines or greeting
      cards.

 10.  Landlord  reserves the right to reasonably  designate all  contractors  for
      sign painting and lettering

 11.  Tenant  shall,  upon  termination  of the Lease or of Tenant s  possession,
      surrender  all keys of the Premises to Landlord at the place then fixed for
      the payment of rent and shall provide  Landlord with all  combinations  and
      keys for any locks, safes, cabinets and vaults remaining in the Premises.

 12.  All persons entering or leaving the Building between the hours of 6:00 p.m.
      and 8:00 a.m., Monday through Friday, or at any time on Saturdays,  Sundays
      or Holidays,  may be required to do so under such  regulations  as Landlord
      may Impose.
 
                                       -20-

 
 
      Landlord shall, from time to time upon ten days notice to Tenant,  have the
right to amend, modify or waive any of the foregoing Rules and Regulations.
 
      The failure of Landlord to enforce any of the Rules and Regulations against
any  other  tenant in the  Building  shall not be deemed a waiver of any of such
Rules and  Regulations.  Landlord shall not be liable to Tenant for violation of
any of the Rules and  Regulations  or the breach of any covenant or condition in
any lease by any other tenant in the Building.
 
      No act or thing done or omitted to be done by  Landlord or Landlord s agent
during  the  term of the  Lease to  enforce  the  Rules  and  Regulations  shall
constitute  an  eviction  of  Tenant  by  Landlord,  nor  shall it be  deemed an
acceptance or surrender of said Premises;  no agreement to accept such surrender
shall be valid unless in writing signed by Landlord.

 
                                       -21-

  
 
                                    EXHIBIT "C"
 
                               ADDITIONAL PROVISIONS

 
      1.  Rent.  Tenant  shall pay to  Landlord  as base rent  without  offset or
reduction during the term of this Lease the total sum of $116,417.52 which shall
be payable in the following amounts during the periods indicated:
                 
           (a) during the period from April 1, 1992 through  March 31, 1994,  the
sum of $2,847.17 per month, a rate of $9.00 per square foot; and
 
           (b) during the period from April 1, 1994 through  July 31,  1995,  the
sum of $3,005.34 per month, a rate of $9.50 per square foot.
 
      2. Parking. Tenant shall have the right to lease one parking space for each
650 usable square feet in the premises  throughout  the term of the Lease.  Upon
Lease Commencement Landlord will provide six unassigned parking spaces at $40.00
per space per month during the Lease term.
                   
 
      4.  Option to Extend  Lease  Term.  Provided  Tenant is not then in default
under the terms and conditions of this Lease,  Landlord  hereby grants to Tenant
the  Option to Extend  the Lease  Term for one year,  August 1, 1995 to July 31,
1996, exercisable by written notice to the Landlord 90 days but no more than 120
days prior to the expiration of the primary term of the Lease.
 
      5. Rent During  Option  Period.  If Tenant elects to exercise its Option to
Extend Lease Term Rent During Option Period will be $3,084.43 per month,  a rate
of $9.75 per square foot.
                   
 
      6. Right of First Offer.  Provided  Tenant is not then in default under the
terms and  conditions  of this  Lease,  Landlord  hereby  grants  to Tenant  the
continuous  Right of First Offer on the adjacent  2,243.48  rentable square feet
east of the premises.  Provided space is taken in "as is" condition except for a
doorway  into the  expansion  space and  patching  the carpet  where  doorway is
created,  the  Rent  will be at the  same  rate as in  effect  as of the date of
expansion.
 
      7. Storage Service.  Landlord will provide storage for Tenant's empty boxes
at a rate of $25.00 per month throughout the term of the Lease. Location of such
stored empty boxes will be at the discretion of Building  Engineer and access to
the boxes will be limited to times reasonably convenient to Building Engineer.

 
 
                                       -22-

  
                                     
                          FIRST AMENDMENT TO OFFICE LEASE

 
      This First  Amendment  to Office  Lease is made and entered  into as of the
11th day of May 1995 between  1700 Grant  Associates,  Ltd., a Colorado  limited
partnership  ("Landlord"),   and  Accelr8  Technology  Corporation,  a  Colorado
corporation ("Tenant").
 
      WHEREAS,  Landlord and Tenant  entered into an Office Lease dated March 13,
1992 ("Lease") whereby Landlord leased to Tenant  approximately  3,796.22 square
feet of floor space on the first (lst) floor of the building located at 303 East
17th  Avenue,   Denver,   Colorado  ("Building")  to  be  known  as  Suite  #108
("Premises") and;
 
      WHEREAS, Landlord and Tenant hereby agree to Amend said Lease as follows:
 
      1.   EXTENDED TERM: The Extended Term shall be for one (1) year  commencing
           August 1, 1995 and terminating July 31, 1996.
 
      2.   RENTAL  PAYMENTS:  Tenant  shall pay to Landlord as base rent  without
           offset or  reduction  during  the term of this  Lease the total sum of
           Thirty-Seven  Thousand  Thirteen and  16/lOOths  Dollars  ($37,013.16)
           which shall be payable as follows:
 
           (a)  during the period from August 1, 1995  through  July 31, 1996 the
                sum of $3,084.43 per month $9.75 per rentable square foot.
 
      3.   OPTION TO RENEW.  Provided  Tenant  is not then in  default  under the
           terms and conditions of this Lease,  Landlord  hereby grants to Tenant
           an Option to Extend this Lease for one five (5) month additional term.
           Such term shall  commence  August 1, 1996 and  terminate  December 31,
           1996. Rent for said Option Period shall be $3,084.42 per month,  $9.75
           per rentable square foot.
 
      4.   PARKING GARAGE. Tenant shall have the right to lease one parking space
           for  each  650  usable  square  feet in the  premises  throughout  the
           Extended  Term  and  the  Option.   Landlord  will  provide  nine  (9)
           unassigned  parking  spaces at  prevailing  market  rate of $40.00 per
           space  per  month.  This rate  will be  adjusted  from time to time to
           coincide with the prevailing  market rate, and Tenant will be provided
           a thirty (30) day written notice of such adjustment.
 
      In the event of any conflict or express  inconsistencies  between the terms
of the Lease  and the terms of this  First  Amendment,  the terms of this  First
Amendment shall govern.  Unless modified by this First Amendment,  the terms and
conditions of the Lease are hereby  incorporated  into this First Amendment,  in
toto.
 
      IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands the
day and year first above written.
 
     LANDLORD:                  1700 GRANT ASSOCIATES, LTD.
                                a Colorado limited partnership
                                By: STARR REALTY CORPORATION
                                a Delaware corporation doing business in Colorado
                                as Starr Realty Management Corporation
 
                                /s/ Edward J. Schmidt
                                -------------------------------------------------
 
     TENANT:                    ACCELR8 TECHNOLOGY CORPORATION,
                                a Colorado corporation
 
                                /s/ Thomas V. Geimer
                                -------------------------------------------------
                                Chairman of the Board

 
 
                                       -23-

  
                                                                    EXHIBIT 10.9
                                   STARR REALTY
                              MANAGEMENT CORPORATION
                          303 EAST 17TH AVENUE, SUITE 770
                              DENVER, COLORADO 80203
                                  (303) 832-7500

 August 6, 1996

  Mr. Randy Martin Long Beach Mortgage Company 303 E. 17th Avenue, Suite 110 Denver
Colorado 80203
 
          RE:      Letter Agreement
                   Long Beach Mortgage Company
                   17th & Grant

 Dear Randy:

 1700  Grant  Associates,  Ltd.,  the  ownership  of the  17th & Grant  Building,
(Landlord)  and Long Beach Mortgage  Company  (Tenant) agree to a month to month
extension of their current  Lease for Suite 110 in the  Building.  All terms and
conditions of the Lease will remain in full force and effect during the holdover
period.

 Accelr8,  a Tenant in Suite 108 of the 17th & Grant  Building,  has  elected  to
exercise a Right of First Offer on Suite 110,  currently  occupied by Long Beach
Mortgage Company, and reserves the right to take possession of the premises upon
thirty (30) days notice to Long Beach Mortgage Company.

 Please  sign both  copies  of this  letter,  keeping  one for your  records  and
returning  one to our  office.  Should  you have  any  question,  please  do not
hesitate to let me know.

 Sincerely,

 STARR REALTY MANAGEMENT CORPORATION

  /s/ Tamara Featherston - ----------------------------------- Assistant Real Estate
Manager

  AGREED TO AND ACCEPTED THIS 6th DAY OF AUGUST, 1996.

 ACCELR8 TECHNOLOGY CORPORATION

 By:  /s/ Thomas Geimer
     --------------------------------
          Thomas Geimer
          Authorized Representative

 

 
 
                                       -24-