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Colorado-Broomfield-El Dorado Ridge Lease - Western States Ventures LLC and Abacus Direct Corp.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                              OFFICE BUILDING LEASE

                          WESTERN STATES VENTURES, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY,
                                  AS "LANDLORD"

                                       AND

                           ABACUS DIRECT CORPORATION,
                             A DELAWARE CORPORATION,
                                   AS "TENANT"

                                  MAY 22, 1998





<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>   <C>                                                           <C>
1.    PARTIES........................................................1
2.    PREMISES.......................................................1
3.    TERM...........................................................2
4.    POSSESSION.....................................................3
5.    RENT...........................................................5
6.    SECURITY DEPOSIT...............................................5
7.    OPERATING EXPENSE ADJUSTMENTS..................................5
8.    USE............................................................9
9.    COMPLIANCE WITH LAW...........................................10
10.   ALTERATIONS AND ADDITIONS.....................................10
11.   REPAIRS.......................................................12
12.   LIENS.........................................................14
13.   ASSIGNMENT AND SUBLETTING.....................................14
14.   HOLD HARMLESS.................................................18
15.   SUBROGATION...................................................19
16.   LIABILITY INSURANCE...........................................19
17.   SERVICES AND UTILITIES........................................20
18.   PROPERTY TAXES................................................22
19.   RULES AND REGULATIONS.........................................22
20.   HOLDING OVER..................................................22
21.   ENTRY BY LANDLORD.............................................23
22.   RECONSTRUCTION................................................23
23.   DEFAULT.......................................................24
24.   REMEDIES IN DEFAULT...........................................25
25.   EMINENT DOMAIN................................................27
26.   ESTOPPEL CERTIFICATE..........................................28
27.   PARKING.......................................................28
28.   AUTHORITY OF PARTIES..........................................29
29.   DEFAULT BY LANDLORD...........................................29
30.   OPTION TO EXPAND..............................................31
31.   FIRST RIGHT OF REFUSAL........................................32
32.   FIRST RIGHT OF OFFER..........................................34
33.   OPTION TO EXTEND..............................................34
34.   HAZARDOUS MATERIALS...........................................36
35.   GENERAL PROVISIONS............................................38
36.   BROKERS.......................................................42
37.   NOTICE........................................................42

</TABLE>
                                       i





<PAGE>



                              OFFICE BUILDING LEASE
                       (FOR USE IN THE STATE OF COLORADO)

1.       PARTIES

         This Office Building Lease ("LEASE"), dated for reference purposes only
         May 22, 1998 ("LEASE DATE"), is entered into between WESTERN STATES
         VENTURES, LLC, a California limited liability company (herein called
         "LANDLORD"), and ABACUS DIRECT CORPORATION, a Delaware corporation
         (herein called "TENANT").

2.       PREMISES

                  (a) Landlord does hereby lease to Tenant and Tenant hereby
         leases from Landlord that certain space (herein called "PREMISES"),
         consisting of approximately seventy-five thousand (75,000) rentable
         square feet, known as "SUITE 400," at the building ("BUILDING"),
         located at [To Be Determined/bounded by Highway 128 and 120th Street],
         Broomfield, Colorado, commonly known as "EL DORADO RIDGE," shown on
         Exhibit A attached hereto and hereby made a part hereof, including the
         Tenant Improvements ("TENANT IMPROVEMENTS") to be constructed in
         accordance with the "WORK LETTER AGREEMENT" attached as Exhibit B
         hereto. The Premises shall consist of the entire fourth, third, second
         floor, and a portion of the first floor. Said Lease is subject to the
         terms, covenants and conditions herein set forth and the Tenant
         covenants as a material part of the consideration for this Lease to
         keep and perform each and all of said terms, covenants and conditions
         by it to be kept and performed and that this Lease is made upon the
         condition of said performance. El Dorado Ridge is anticipated, upon
         completion of construction, to have two (2) separate buildings, the
         first, known as "BUILDING ONE," consisting of approximately one hundred
         five thousand (105,000) rentable square feet, generally described in
         Exhibit B-1 and the second, the Building referenced in this Lease. The
         Building, Building One and the related common improvements are
         collectively referred to as the "PROJECT."

                  (b) The demise of the Premises contained herein shall include
         a non-exclusive right for Tenant to use all portions of the Building
         and the common areas thereof designated by Landlord for the common use
         of all tenants including, without limitation, hallways, restrooms,
         stairs, entrances, lobby areas, elevators, parking spaces, driveways
         and loading areas. Landlord shall not alter or reduce the common areas
         or the Premises in a manner which unreasonably interferes with Tenant's
         use or enjoyment of the Premises.

                  (c) Tenant acknowledges that, as of the Lease Date, Landlord
         has not commenced construction of the Project, which construction is
         anticipated to begin following the Lease Date when determined by
         Landlord. In this regard, Landlord intends to complete construction of
         the Building and Tenant Improvements in accordance with the provisions
         of the Work Letter Agreement on or before the Expected Occupancy Date
         (as hereinafter defined). Prior to the Commencement Date, Landlord
         shall cause the Building to be measured to determine the rentable and
         usable square footage of the Building and the Premises. Such
         measurement shall be in compliance with the Building





<PAGE>


         Owners and Managers Association Standard Method for Measuring Floor
         Area within Office Buildings (ANSI Z65.1-1996). With regard to such
         determination, Landlord agrees that a R/U ratio of 1.059% shall not be
         exceeded for full floor occupancy, and a R/U ratio of 1.1284% shall not
         be exceeded for partial floor occupancy. Landlord shall provide Tenant
         with a written summary, certified by its architect, setting forth the
         determination of the usable and rentable square footage of the Premises
         prior to the Commencement Date consistent with the above-described
         measurement standard, which measurement shall be binding and conclusive
         upon the parties. Such measurements shall be confirmed in the First
         Amendment to Lease and Acknowledgment (as hereinafter defined).

                  (d) As of the Commencement Date, Landlord represents and
         warrants that the Building (excluding any areas within the Premises
         constructed by and/or designed by Tenant), to the extent constructed by
         Landlord, its agents, employees, contractors and/or subcontractors,
         shall (i) comply with all applicable laws, and (ii) have been
         constructed in accordance with the specifications for the Building
         ("BASE BUILDING SPECIFICATIONS") set forth in Exhibit B-2 attached
         hereto.

3.       TERM

         This Lease is effective between Landlord and Tenant as of the Lease
         Date. The term of this Lease shall commence upon the earlier of the
         following dates ("COMMENCEMENT DATE"): (i) the date on which the
         Premises are Substantially Completed (as defined below), which is
         expected to be on April 1, 1999 ("EXPECTED OCCUPANCY DATE"); (ii) the
         date on which the Premises would have been Substantially Completed had
         there been no delays caused by or attributable to Tenant; or (iii) the
         date upon which Tenant takes possession of the Premises with Landlord's
         written consent. Notwithstanding the foregoing, excepting Tenant taking
         possession of the Premises pursuant to subsection (iii) above prior to
         April 1, 1999, in no event shall Tenant be required to take possession
         of the Premises prior to (a) April 1, 1999, or (b) the date that the
         lobby for the Building is substantially completed consistent with the
         Lobby Specifications (as defined in the Work Letter Agreement). Within
         thirty (30) days after the Commencement Date, Landlord and Tenant shall
         execute and deliver an amendment to this Lease ("FIRST AMENDMENT TO
         LEASE AND ACKNOWLEDGMENT") setting forth the Commencement Date and the
         expiration date of the term of the Lease, the rentable area of the
         Premises and adjustments to the Base Rent as a result of an increase or
         decrease in the rentable area of the Premises which shall be in the
         form attached hereto as Exhibit C. The Premises shall be deemed to be
         "SUBSTANTIALLY COMPLETE" when (i) Tenant has direct access to the
         Premises with building services ready to be furnished to Premises and
         all construction to be performed by Landlord, as set forth in the Work
         Letter Agreement has been completed, with the exception of the Punch
         List Items (as hereinafter defined) that do not materially adversely
         affect Tenant's use of the Premises as reasonably determined by
         Landlord and Tenant, (ii) all major systems and services to be
         furnished by Landlord pursuant to the provisions of the Lease are
         operational, and (iii) a permanent certificate of occupancy has been
         issued for the Premises. The term of this Lease shall be for a period
         of seven (7) years following the

                                       2





<PAGE>


         Commencement Date. Landlord shall provide Tenant with its good faith
         estimation of the date of the Commencement Date at least thirty
         (30) days prior to such date.

4.       POSSESSION

                  (a) If the Landlord, for any reason whatsoever, cannot cause
         the Commencement Date to occur by the Expected Occupancy Date, this
         Lease shall not be void or voidable, nor shall the expiration date of
         the above term be in any way extended, but in that event, excepting
         delays caused by Tenant, all rent shall be abated during the period
         between the commencement of said term and the time When Landlord
         delivers possession.

                  (b) In the event that Landlord shall permit Tenant to occupy
         the Premises prior to the Commencement Date of the term, such occupancy
         shall be subject to all the provisions of this Lease. In this regard,
         Tenant shall be entitled to enter the Premises at least twenty (20)
         days prior to the Commencement Date for the purpose of installation of
         furniture, trade fixtures and equipment, which early occupancy shall be
         subject to the terms and conditions of this Lease, excepting the
         payment of Base Rent. The parties shall use their respective good faith
         efforts to schedule work during such periods so as not to unreasonably
         interfere with their respective efforts (the parties acknowledge that
         such early entrance may be "Phased" concerning certain portions of the
         Premises to allow for the laying of carpet therein). Said early
         possession shall not advance the termination date hereinabove provided.
         Additionally, subject to the provisions of this Section, Tenant shall
         be provided access to the Premises by December 20, 1998, for the
         purpose of constructing certain improvements in accordance with the
         provisions of the Work Letter Agreement. In no event shall Tenant's use
         of the Premises pursuant to this Section 4(b) be deemed to be Tenant's
         acceptance of possession of the Premises or constitute the Commencement
         Date.

                  (c) Tenant's taking possession of the Premises shall
         constitute Tenant's acknowledgment that the Premises are in good
         condition, and that Tenant agrees to accept the same in its condition
         existing as of the date of such entry and subject to all applicable
         municipal, county, state and federal statutes, laws, ordinances,
         including zoning ordinances, and regulations governing and relating to
         the use, occupancy or possession of the Premises, subject to the Punch
         List Item (as hereinafter defined). Notwithstanding the foregoing,
         within ten (10) days prior to and within sixty (60) days after the
         Tenant takes possession of the Premises, Tenant shall deliver to
         Landlord a list of items ("PUNCH LIST ITEMS") that Tenant reasonably
         deems that Landlord complete or correct in order for the Premises to be
         reasonably acceptable. The Punch List Items shall not include any
         damages and/or repairs caused by Tenant, its agents, employees,
         contractors or subcontractors. Landlord shall complete and/or correct
         such items set forth on the Punch List Items using its good faith
         efforts and due diligence within thirty (30) days following receipt of
         the Punch List Items; provided, however, that with respect to those
         items that Landlord reasonably contends do not require completion
         and/or correction, Landlord and Tenant shall negotiate in good faith
         for a resolution of such item. If Tenant does not deliver the Punch
         List Items to Landlord within such time periods, Tenant shall be deemed
         to have accepted the condition of the Premises.

                                       3





<PAGE>


                  (d) For a period of one (1) year following the Commencement
         Date ("WARRANTY PERIOD"), Landlord shall warranty the condition of the
         Building and the Premises, to the extent that such improvements will be
         constructed by Landlord, its agents, employees, contractors and
         subcontractors. Following Landlord's receipt of written notice from
         Tenant during the Warranty Period, Landlord shall use its commercially
         reasonable efforts to complete such warranty repair in a timely basis
         as soon as possible. Landlord's repair obligations pursuant to this
         Section 4(d) shall be subject to Tenant's rights pursuant to Sections
         11(d) and (3) of this Lease. The expiration of the Warranty Period
         shall not otherwise affect Landlord's obligations to make certain
         repairs as set forth in Section 11(b) of this Lease or effect the
         enforcement of any applicable warranty provided by any third party
         contractor or materialmen relating to the Building.

                  (e) Notwithstanding any other provision of Section 4 to the
         contrary, in the event that the Commencement Date has not occurred on
         or before May 7, 1999 ("OUTSIDE DELIVERY DATE"), for a period of five
         (5) business days thereafter, as Tenant's sole and exclusive remedy
         (except as set forth in this Section 4(e), Tenant shall have the right
         to extend the date upon which Tenant is required to accept possession
         of the Premises until October 1, 1999 ("DELAYED DELIVERY DATE"), by
         delivery of written notice of such election within such time period;
         provided, however, Tenant may accept possession of the Premises at any
         time prior to the Delay Delivery Date, which acceptance would
         accelerate the Commencement Date to the date of such acceptance. The
         failure of Tenant to make such election within such time period shall
         be deemed Tenant's waiver of such extension right. In the event that
         Tenant makes such election to extend the Commencement Date of this
         Lease until the Delayed Delivery Date, this Lease shall remain in full
         force and effect, the Commencement Date shall be deemed the Delayed
         Delivery Date, the expiration date of the Lease shall be
         correspondingly extended, and, except as otherwise provided in this
         Section 4(e), all terms and conditions of this Lease shall remain in
         full force and effect. The parties acknowledge and agree that the
         extension of the Commencement Date under the Delayed Delivery Date
         shall cause a material financial impact upon Landlord, accordingly,
         each party agrees to use its best commercially reasonable efforts to
         cause the Commencement Date to occur on or before the Outside Delivery
         Date. Subject to the preceding sentence, the parties acknowledge that
         the reason for the delay of the Commencement Date past the Outside
         Delivery Date is of material importance to the parties. The parties
         hereby agree that in the event the Commencement Date is delayed past
         the Outside Delivery Date due solely to delays caused by Landlord, its
         agents, employees, contractors or subcontractors, provided that Tenant
         has made the election to extend the Commencement Date until the Delayed
         Delivery Date, as provided in this Section 4(e), in addition to any
         Base Rent-free possession granted to Tenant pursuant to Section 5(b) of
         this Lease, Tenant shall be entitled to thirty-seven (37) days of Base
         Rent-free possession of the Premises beginning upon the sixty-first
         (61st) day following the Commencement Date of this Lease, provided,
         however, if Tenant accepts possession of the Premises within
         thirty-seven (37) days following the Outside Delivery Date, such Base
         Rent-free period shall be accordingly decreased. In the event that the
         Commencement Date is delayed past the Outside Delivery Date for any
         reason other than as set forth in the preceding sentence, which
         includes, but is not limited to, any form of delay caused by reasons
         beyond the

                                       4





<PAGE>


         control of Landlord or delays caused by Tenant, its agents, employees,
         contractors or subcontractors, the granting of the Base Rent-free
         period pursuant to the preceding sentence shall not be applicable.

                  (f) Notwithstanding any other provision of this Section 4 to
         the contrary, in the event that the Commencement Date has not occurred
         by November 15, 1999, for a period of fifteen (15) days thereafter,
         Tenant shall have the right to terminate this Lease by delivery of
         written notice to Landlord, in which case the parties shall have no
         further obligations under this Lease. The failure of Tenant to deliver
         such notice within such time period shall be deemed a waiver of such
         right to terminate.

5.       RENT

                  (a) Tenant agrees to pay to Landlord as "BASE RENT," (annual
         rent divided by twelve (12)), without offset, prior notice or demand,
         for the Premises, on or before the first day of the first full calendar
         month of the term hereof following the Commencement Date and a like sum
         on or before the first day of each and every successive calendar month
         thereafter during the term hereof. Base Rent for any period during the
         term hereof which is for less than one (1) month shall be a prorated
         portion of the monthly installment herein, based upon the actual number
         of days in such month. Said rental shall be paid to Landlord, without
         deduction or offset in lawful money of the United States of America,
         which shall be legal tender at the time of payment at the Office of the
         Building, or to such other person or at such other place as Landlord
         may from time to time designate in writing.

                  (b) The Base Rent during the term of this Lease shall be as
         follows:

<TABLE>
<CAPTION>
                                                                                           Annual Base Rent
                                      Term of this Lease                                    (per rentable
                                   (from Commencement Date)                                  square foot)
                  ------------------------------------------------------------------       ----------------
                  <S>                                                                         <C>
                  Months 1 and 2 (first sixty (60)) days following Commencement Date            $0.00
                  Months 3 through 42                                                          $15.47
                  Months 43 through 84                                                         $16.55
</TABLE>


                  (c) Any and all amounts due and payable by Tenant and Landlord
         pursuant to this Lease, including, but not limited to Base Rent, shall
         be referred to as "RENT."

6.       SECURITY DEPOSIT

         (None)

7.       OPERATING EXPENSE ADJUSTMENTS

                  (a) For the purpose of this Lease, "DIRECT EXPENSES" shall
         mean all direct costs of every kind or nature which Landlord shall pay
         or become obligated to pay because of or in connection with management,
         ownership, maintenance, repair,

                                       5





<PAGE>


         replacement, preservation and operation of the Building and the common
         areas thereof (various Project expenses, which are common to both the
         Building and Building One shall be included within Direct Expenses on a
         pro rata basis (e.g. maintenance and cleaning of parking areas)), as
         determined by standard accounting practices, calculated, with regard to
         Direct Expenses which vary with occupancy only, assuming the Building
         is ninety-five percent (95%) occupied, and shall include the following
         costs by way of illustration, but not to be limited to: real property
         taxes, assessments, bonds (or any substitute therefor) rent taxes,
         gross receipt taxes (whether assessed against the Landlord or assessed
         against the Tenant and collected by the Landlord, or both
         (collectively, "REAL ESTATE TAXES")); the establishment of normal and
         customary reasonable annual reserves for capital improvements and
         structural repairs; water and sewer charges; insurance premiums for any
         form of insurance deemed reasonably prudent by Landlord ("INSURANCE"),
         provided that (i) such Insurance is in a form and amounts that other
         landlords of comparable first-class buildings in the vicinity of the
         Building are requiring, and (ii) such Insurance is actually purchased;
         utilities of all types servicing the Building and the common areas
         ("UTILITIES") (electricity servicing the Premises is being paid by
         Tenant directly to the utility provider, accordingly, such cost shall
         not be included in Direct Expenses); janitorial services in accordance
         with the specification set forth in Exhibit D attached hereto
         ("JANITORIAL SERVICES"); labor; costs incurred in the management of the
         Building, if any; air conditioning and heating; elevator maintenance;
         supplies; materials; equipment and tools; including maintenance, costs,
         and upkeep of all parking and common areas (Direct Expenses shall not
         include depreciation on the Building of which the Premises are a part
         or equipment therein, loan payments, executive salaries or real estate
         brokers' commissions, or cost of tenant improvements installed by
         Landlord; or attorneys' fees incurred by Landlord resulting from
         disputes or lease transactions with existing tenants of the Building;
         provided that attorneys' fees incurred by Landlord which are for the
         general benefit of all tenants of the Building shall be included in
         Direct Expenses; and any expenses concerning the repair of defects in
         the Building which are covered by and corrected pursuant to
         manufacturer warranties). For the purposes of determining Tenant's
         Share (as hereinafter defined) of Direct Expense, from calendar year to
         calendar year during the term of this Lease, Landlord and Tenant agree
         that increases in Direct Expenses, excepting the cost of Real Estate
         Taxes, Insurance and Utilities, shall not exceed the Direct Expense Cap
         (as defined below). The Direct Expense CAP shall not apply to Tenant's
         Share of the cost of Real Estate Taxes, Insurance, and Utilities, which
         costs shall be billed at actual cost and Tenant shall be responsible
         for Tenant's Share of such costs. For the purpose of this Section 7(a),
         "DIRECT EXPENSE CAP" shall mean (i) for the first (1st) year of the
         term of this Lease, the amount of Five and 25/100ths Dollars ($5.25)
         per rentable square foot of the Premises; (ii) for second (2nd) year of
         the term of this Lease, the lesser of (a) the actual amount of Direct
         Expenses, less Real Estate Taxes, Insurance, and Utilities, paid by
         Landlord for the immediately preceding calendar year multiplied by one
         hundred five percent (105%), or (b) the amount of Five and 51/100ths
         Dollars ($5.51) per rentable square foot of the Premises; (iii) for
         third (3rd) year of the term of this Lease, the lesser of (a) the
         actual amount of Direct Expenses, less Real Estate Taxes, Insurance,
         and Utilities, paid by Landlord for the immediately preceding calendar
         year multiplied by one hundred five percent (105%), or (b) the amount
         of Five and 79/100ths Dollars ($5.79) per

                                       6





<PAGE>


         rentable square foot of the Premises; (iv) for fourth (4th) year of the
         term of this Lease, the lesser of (a) the actual amount of Direct
         Expenses, less Real Estate Taxes, Insurance, and Utilities, paid by
         Landlord for the immediately preceding calendar year multiplied by one
         hundred five percent (105%), or (b) the amount of Six and 08/100ths
         Dollars ($6.08) per rentable square foot of the Premises; (v) for fifth
         (5th) year of the term of this Lease, the lesser of (a) the actual
         amount of Direct Expenses, less Real Estate Taxes, Insurance, and
         Utilities, paid by Landlord for the immediately preceding calendar year
         multiplied by one hundred five percent (105%), or (b) the amount of Six
         and 38/100ths Dollars ($6.38) per rentable square foot of the Premises;
         (vi) for sixth (6th) year of the term of this Lease, the lesser of (a)
         the actual amount of Direct Expenses, less Real Estate Taxes,
         Insurance, and Utilities, paid by Landlord for the immediately
         preceding calendar year multiplied by one hundred five percent (105%),
         or (b) the amount of Six and 70/100ths Dollars ($6.70) per rentable
         square foot of the Premises; and (vii) for seventh (7th) year of the
         term of this Lease, the lesser of (a) the actual amount of Direct
         Expenses, less Real Estate Taxes, Insurance, and Utilities, paid by
         Landlord for the immediately preceding calendar year multiplied by one
         hundred five percent (105%), or (b) the amount of Seven and 04/100ths
         Dollars ($7.04) per rentable square foot of the Premises.
         Notwithstanding the definition of Direct Expenses, such expenses shall
         not include the costs set forth in Exhibit E.

                  (b) For the first year following the Commencement Date,
         Landlord estimates such amount of Direct Expenses for the Building to
         be Five and 25/100ths Dollars ($5.25) per rentable square foot, however
         actual expenses may vary (the parties acknowledge that such estimate
         has been decreased by $1.00 per rentable square foot in recognition of
         Tenant's obligation to pay electrical services for the Premises
         directly to the utility provider). Tenant shall pay its proportionate
         share of Direct Expenses ("TENANT'S SHARE"), as determined by comparing
         the rentable square footage of the Premises to the rentable square
         footage of the Building, which percentage shall be confirmed in the
         First Amendment to Lease and Acknowledgment. Landlord shall give to
         Tenant on or before the first day of March of each year a statement
         ("EXPENSE STATEMENT") of the actual amount of Direct Expenses for the
         previous year, but failure by Landlord to give such statement by said
         date shall not constitute a waiver by Landlord of its right to collect
         any amount payable hereunder. Landlord shall, in each Expense
         Statement, estimate Direct Expenses for the then current year and such
         estimate shall be used as an estimate for said current year and this
         amount shall be divided into twelve (12) equal monthly installments and
         Tenant shall pay to Landlord, concurrently with the regular monthly
         rent payment next due following the receipt of such statement, an
         amount equal to one (1) monthly installment multiplied by the number of
         months from January in the calendar year in which said statement is
         submitted to the month of such payment, both months inclusive.
         Subsequent installments shall be payable concurrently with the regular
         monthly rent payment for the balance of that calendar year and shall
         continue until the next Expense Statement is rendered. If the next or
         any succeeding year results in an increase in Direct Expenses, then
         upon receipt of an Expense Statement from Landlord, Tenant shall pay a
         lump sum equal to Tenant's Share of such total increase in Direct
         Expenses, less the total of the monthly installments of Direct Expenses
         paid in the previous calendar year. If, in any comparison year the
         Tenant's Share of Direct Expenses be less than the preceding year, then
         upon receipt of the Expense Statement, any overpayment made by Tenant
         on the monthly installments basis provided above shall be

                                       7





<PAGE>


         credited towards the next monthly rent falling due and the estimated
         monthly installment of Direct Expenses to be paid shall be adjusted to
         reflect such lower Direct Expenses.

                  (c) Even though the term has expired and Tenant has vacated
         the Premises, when the final determination is made of Tenant's Share of
         Direct Expenses for the year in which this Lease terminates, Tenant
         shall, within thirty (30) days following such determination, pay any
         increase due over the estimated expenses paid and conversely any
         overpayment made in the event said expenses decrease shall be
         immediately rebated by Landlord to Tenant. Notwithstanding anything
         contained in this Article, the rent payable by Tenant shall in no event
         be less than the rent specified in Article 5 hereinabove.

                  (d) For a period of one (1) year after receipt of the Expenses
         Statement, Tenant shall be entitled, upon thirty (30) days prior
         written notice and during normal business hours, at the office of the
         Building's property manager or such other place as Landlord shall
         designate, to inspect and examine those books and records of Landlord
         relating to the determination of Direct Expenses for the immediately
         preceding comparison year. Failure of Tenant to request such inspection
         within such time period shall render such Expenses Statement conclusive
         and binding on Tenant. If, after inspection and examination of such
         books and records, Tenant disputes the amounts of the Direct Expenses
         charged by Landlord, Tenant may, by written notice to Landlord, request
         an independent audit of such books and records. The independent audit
         of the books and records shall be conducted by either a qualified
         expense auditor (with not less than ten (10) years experience in
         auditing of commercial office projects, or a certified public
         accountant ("AUDITOR")) acceptable to both Landlord and Tenant (the
         Auditor shall be paid on an hourly basis and no contingent fee payments
         shall be permitted). The audit shall be limited to the determination of
         the amount of Direct Expenses for the subject comparison year. If the
         audit discloses that the amount of Direct Expenses billed to Tenant was
         incorrect, the appropriate party shall pay to the other party the
         deficiency or overpayment, as applicable. All costs and expenses of the
         audit shall be paid by Tenant unless the audit shows that Landlord
         overstated Direct Expenses for the subject comparison year by more than
         five percent (5.00%), in which case Landlord shall pay all costs and
         expenses of the audit. Tenant and the Auditor shall keep any
         information gained from such audit confidential and shall not disclose
         it to any other party. The exercise by Tenant of the audit rights
         hereunder shall not relieve Tenant of its obligation to timely pay all
         sums due hereunder, including, without limitation, the disputed portion
         of Direct Expenses.

                  (e) Upon not less than sixty (60) days advance written notice,
         Tenant shall have the right to assume from Landlord responsibility to
         provide Janitorial Services for the Leased Premises; provided that (i)
         Tenant is not in default of the provisions of this Lease, and (ii) the
         level of such service shall comply with the specifications set forth on
         Exhibit D attached hereto. In the event that Tenant elects to assume
         the obligation to provide Janitorial Services as provided herein,
         Landlord shall have no obligation or liability as a result of actions
         taken by such janitorial staff, Tenant shall cause such janitorial
         staff to comply with the rules and regulations of the Building, such
         services shall be consistent with the operation of other first-class
         office building in the vicinity of

                                       8





<PAGE>


         the Building, and such expense previously included in Direct Expenses
         shall be excluded for the purpose of determining Tenant's Share
         thereof.

                  (f) At any time during the term of this Lease, Tenant may
         request Landlord, by delivery of written notice, to challenge the
         amount of Real Estate Taxes currently assessed against the Building;
         provided, however, Landlord shall not be obligated to commence such
         challenge if, in Landlord's good faith estimation, such challenge would
         not prevail. If Landlord indicates in writing that it will not commence
         such challenge, Tenant, at Tenant's sole cost and expense, shall have
         the right to challenge the amount of the Real Estate Taxes with the
         appropriate governmental entities; provided that Tenant shall
         indemnify, defend and hold Landlord and the Property harmless from any
         and all claims, damages and expenses resulting from such action. To the
         extent that Tenant is successful in such challenge, Landlord shall
         reimburse Tenant for its costs incurred in prosecuting such challenge
         to the extent of Landlord's savings in Real Estate Taxes.

8.       USE

                  (a) Tenant shall use the Premises for general office purposes
         and related uses, and shall not use or permit the Premises to be used
         for any other purpose. Subject to the provisions of this Lease, Tenant
         shall be entitled to twenty-four (24) hours a day, seven (7) days a
         week, three hundred sixty-five (365) days a year access to the
         Premises.

                  (b) Except for permissible use of the Premises as set forth in
         this Lease, Tenant shall not do or permit anything to be done in or
         about the Premises nor bring or keep anything therein which will in any
         way increase the existing rate of or affect any fire or other insurance
         upon the building or any of its contents, or cause cancellation of any
         insurance policy covering said Building or any part thereof or any of
         its contents. Excepting the use of the Premises as permitted in Section
         8(a), Tenant shall not do or permit anything to be done in or about the
         Premises which will in any way obstruct or interfere with the rights of
         other tenants or occupants of the Building or injure or annoy them or
         use or allow the Premises to be used for any immoral or unlawful
         purpose, nor shall Tenant cause, maintain or permit any nuisance in, on
         or about the Premises. Tenant shall not commit or suffer to be
         committed any waste in or upon the Premises.

                  (c) Neither Tenant, nor any assignee, sublessee or occupier of
         any portion of the Premises, shall permit the introduction, placement,
         use, generation, manufacture, storage, disposal or transportation in or
         around the Premises of any hazardous, poisonous or toxic substance,
         material or waste of any kind that may be hazardous to health and/or
         the environment, including, without limitation, substances from time to
         time identified as such by federal and/or state laws and regulations,
         without the prior written consent of Landlord; provided, however,
         Tenant shall be entitled to possess and maintain within the Premises
         reasonable amounts of such hazardous materials which are customarily
         used in connection with general office uses.

                                       9





<PAGE>


9.       COMPLIANCE WITH LAW

         Tenant shall, at its sole cost and expense, promptly comply with all
         laws, statutes, ordinances and governmental rules, regulations or
         requirements now in force or which may hereafter be in force, which
         includes, but is not limited to access laws for individuals with
         disabilities (commonly referred to as "ADA"), and with the requirements
         of any board of fire insurance underwriters or other similar bodies now
         or hereafter constituted, relating to, or affecting the condition, use
         or occupancy of the Premises, excluding structural changes not related
         to or affected by Tenant's improvements or acts. In the event
         additions, alterations or other accommodations to the Premises, the
         Building, or any other property owned by Landlord are required as a
         result of Tenant's occupancy or actions, Tenant shall be solely
         responsible for and shall indemnify, defend and hold harmless Landlord,
         its successors and assigns, for, from and against any loss, damage,
         cost, claim, expense, or liability directly or indirectly arising out
         or attributable to such occupancy or action. Subject to the foregoing,
         Landlord, following the Commencement Date, shall be responsible for
         compliance with all laws, statutes, ordinances and governmental rules,
         regulations or requirements affecting the Building, including ADA, to
         the extent that such compliance is required for general office use and
         not related to Tenant's specific use of the Premises. The judgment of
         any court of competent jurisdiction or the admission of Tenant in any
         action against Tenant, whether Landlord be a party thereto or not, that
         Tenant has violated any law, statue, ordinance or governmental rule,
         regulation or requirement, shall be conclusive of the fact as between
         the Landlord and Tenant.

10.      ALTERATIONS AND ADDITIONS

                  (a) Tenant shall not make or suffer to be made any
         alterations, additions, or improvements (collectively, "ALTERATIONS")
         to or of the Premises, or any part thereof, without first obtaining the
         written consent of Landlord, which shall not be unreasonably withheld;
         provided, however, if the Alterations would adversely affect the
         structure or safety of the Building or its electrical, plumbing, HVAC,
         mechanical or safety systems, or if such Alterations would create an
         obligation on Landlord's part to make modifications to the Building,
         Landlord may withhold its consent in its sole and absolute discretion.
         Notwithstanding the foregoing, without the prior consent of Landlord,
         but with the prior notice to Landlord, Tenant shall be entitled to make
         Alterations within the Premises, provided that (i) the cost of
         construction such Alterations does not exceed Twenty-Five Thousand and
         No/100ths Dollars ($25,000,00) per project In the aggregate, and (ii)
         does not effect the structure or mechanical systems of the Building,
         (iii) such Alterations are not visible from outside of the Premises,
         and (iv) Tenant otherwise complies with the provisions of this Section
         (collectively, "PERMITTED ALTERATIONS"). All Alterations shall comply
         with all applicable laws, statutes and ordinances, which include, but
         are not limited to ADA (Tenant acknowledges that certain Alterations
         may require ADA compliance within the Premises, the Building, and the
         common areas thereof, which costs may be disproportionate to the cost
         of such Alteration). Any Alterations to or of said Premises, including,
         but not limited to, wall covering, paneling, and built-in Landlord
         shall provide written notice to Tenant prior to the construction of
         such Alteration whether Tenant will be required to remove such

                                       10





<PAGE>


         Alteration and restore the Premises to its original condition upon the
         expiration of the Term, normal wear and tear excepted (Tenant shall
         have no obligation to remove any improvements constructed and/or
         installed within the Premises pursuant to the provisions of the Work
         Letter Agreement). If Landlord so states, Tenant, at its own cost shall
         restore the Premises to its original condition upon the expiration of
         the term; provided, however, Landlord may subsequently require any
         Permitted Alterations be removed at the expiration or the earlier
         termination of the term of this Lease. Upon Landlord's approval of the
         requested Alterations, Tenant shall secure all necessary permits after
         approved by Landlord, if applicable. Before Landlord's consent to such
         Alterations, Tenant shall submit detailed specifications, floor plans
         and necessary permits (if applicable) to Landlord for review. In no
         event shall any Alterations affect the structure of the Building or its
         facade. As a condition to its consent, Landlord may request adequate
         assurance that all contractors who will perform such work have in force
         workman's compensation and such other employee and public liability
         insurance as Landlord deems necessary, and where the Alterations are
         material, Landlord may require Tenant or its contractors to post
         adequate completion and performance bonds. In the event Landlord
         consents to the making of any Alterations to the Premises by Tenant,
         the same shall be made by Tenant at Tenant's sole cost and expense,
         completed to the satisfaction of Landlord, and the contractor or person
         selected by Tenant to make the same must first be approved in writing
         by Landlord. If Tenant makes any Alterations to the Premises as
         provided in this Section, the Alterations shall not be commenced until
         ten (10) business days after Landlord has received notice from Tenant
         stating the date the installation of the Alterations is to commence so
         that Landlord can post and record an appropriate notice of
         nonresponsibility. Tenant shall reimburse Landlord for any reasonable
         expenses incurred by Landlord in connection with the Alterations made
         by Tenant, including any reasonable fees charged by Landlord's
         contractors or consultants to review plans and specifications prepared
         by Tenant, and the customary and reasonable cost of updating the
         existing as-built plans of the Building to reflect the alterations.
         Tenant shall indemnify, defend and hold the Landlord, the Building and
         the Premises free and harmless from any liability, loss, damage, cost,
         attorneys' fees and other expenses incurred on account of such
         construction, or claims by any person performing work or furnishing
         materials or supplies for Tenant or any persons claiming under Tenant.

                  (b) Landlord acknowledges that Tenant desires to cause the
         elevator service to the floors of the Premises which Tenant entirely
         occupies (second, third and fourth floor) to be assessable by Tenant
         key cards only. Landlord, in accordance with any request by Tenant for
         such modification to the elevator service, shall review and approve or
         disapprove, which approval shall not be unreasonably withheld, such
         request in accordance with the provisions of Section 10(a) above.

                  (c) Landlord acknowledges that Tenant may desire to have
         certain underground easements for cabling purposes and pipe chase space
         and conduits for telecommunication cabling and fiber optics within
         certain areas of the Building, as well as use certain portions of the
         roof as an observation deck and the location for up to four (4)
         telecommunication devices at designated areas of the roof. Subject to
         Tenant's obligation to pay for all such cost of installation,
         maintenance, repair and damages caused by such use and operation,
         Landlord agrees to review and approve or disapprove, which

                                       11





<PAGE>


         approval will not be unreasonably withheld, any such request in
         accordance with the procedure set forth in Section 10(a) above.
         Landlord further acknowledges that Tenant's business operations
         contemplate the use of sophisticated telecommunications requirements,
         which may require the installation of the items identified in this
         Section 10(c) and, based upon such understanding, Landlord shall
         reasonably review any related request for Alterations. Tenant shall not
         be charged additional cost and/or rent for such usages.

11.      REPAIRS

                  (a) Tenant shall, when and if needed or whenever requested by
         Landlord to do so, at Tenant's sole cost and expense, maintain and make
         all repairs to the Premises and every part thereof, including all
         interior windows and doors, to keep, maintain and preserve the Premises
         in good condition and repair. Tenant shall upon the expiration or
         sooner termination of the term hereof surrender the Premises to
         Landlord in the same condition as when received, less reasonable wear
         and tear and subject to any damages which are not the obligation of
         Tenant to repair pursuant to the provisions of this Lease. Tenant
         acknowledges that Landlord shall have no obligation to maintain, repair
         or replace any telecommunications or computer cabling or wiring which
         is located in the Premises or which exclusively serves the Premises
         (collectively, "CABLING"). Landlord shall have no obligation to alter,
         remodel, improve, repair, decorate or paint the Premises or any part
         thereof and the parties hereto affirm that Landlord has made no
         representations to Tenant respecting the condition of the Premises or
         the Building, except as specifically herein set forth. Tenant shall not
         commit or allow any waste or damage to be committed in any portion of
         the Premises or Building.

                  (b) Notwithstanding Subparagraph 11(a) above, Landlord shall
         repair and maintain in good condition the structural portions of the
         Building, including the roof, basic plumbing, heating, ventilating, air
         conditioning, exterior windows, exterior walls of the Building,
         exterior doors to the Building, all plumbing in bathrooms used in
         common with other tenants of the Building, landscaping of the common
         areas of the Building, the parking facilities of the Building,
         electrical systems installed or furnished by Landlord (collectively,
         "LANDLORD REPAIRS"), unless such maintenance and repairs are caused in
         part or in whole by the act, neglect, fault of or omission of any duty
         by Tenant, its agents, servants, employees or invitees, in which case
         Tenant shall pay to Landlord, as additional rent, the reasonable cost
         of such maintenance and repairs. Landlord shall not be liable for any
         such failure to make any such repairs or to perform any maintenance,
         unless such failure shall persist for an unreasonable time after
         written notice of the need of such repairs or maintenance is given to
         Landlord by Tenant. Following Landlord's receipt of written notice from
         Tenant that a repair contemplated by this Section is required, Landlord
         shall use its commercially reasonable efforts to complete such repair
         in a timely basis as soon as possible. Except as provided in paragraph
         22 hereof, there shall be no abatement of rent and no liability of
         Landlord by reason of any injury to or interference with Tenant's
         business arising from the making of any repairs, alterations or
         improvements in or to any portion of the Building or the Premises or in
         or to fixtures, appurtenances and equipment therein. Tenant waives the
         right to make repairs at Landlord's expense under any law, statute or
         ordinance now or hereinafter in effect.

                                       12





<PAGE>


                  (c) Notwithstanding anything to the contrary contained in
         subparagraphs (a) and (b) of this paragraph 11, Tenant shall maintain
         and repair, at its sole cost and expense, all non-base Building
         facilities, if any, including kitchen facilities and heating and air
         conditioning systems, and all plumbing connected to said facilities or
         systems, installed by Tenant or on behalf of Tenant. The provisions of
         this paragraph shall not apply to the basic heating and air
         conditioning system provided by Landlord to all tenants of the
         Building.

                  (d) Notwithstanding any other provisions of this Lease to the
         contrary, upon receipt of written notice (the "FIRST REPAIR NOTICE")
         from Tenant that Landlord Repairs are required, Landlord shall cause
         such repair to be made within a reasonable period of time given the
         circumstances but in no event later than thirty (30) days after it
         receives the First Repair Notice; provided, however, that if the repair
         is of such a nature that it cannot be completed within thirty (30) days
         (which fact shall be indicated in writing delivered to Tenant by
         Landlord), then such longer time as reasonably necessary. If Landlord
         fails to make the repair within the said time period, Tenant may give
         an additional notice (the "SECOND REPAIR NOTICE") to Landlord. If
         Landlord fails to commence thereafter such repair with five (5) days
         after receipt of the Second Repair Notice and thereafter diligently
         pursues said repair to completion, Tenant may perform such repair. All
         repairs performed by Tenant pursuant to this Section shall be made by a
         qualified licensed contractor(s) with sufficient expertise in such
         matters and in accordance with all applicable laws, statutes and
         ordinances. Landlord shall reimburse Tenant for Tenant's actual costs
         incurred within ten (10) days after Landlord's receipt of a written
         demand from Tenant, which demand shall include supporting invoices. If
         Landlord disputes the need for such repair, Landlord shall deliver
         written notice of such disagreement to Tenant within ten (10) days
         after its receipt of the First Repair Notice. Notwithstanding such
         dispute, Tenant may cause such repair to be completed pending
         resolution of such dispute. The dispute shall be resolved by a mutually
         acceptable third party engineer, which determination shall be binding
         upon Landlord and Tenant; provided, however, that if the parties cannot
         agree on an engineer, then the dispute shall be resolved by arbitration
         pursuant to the commercial arbitration rules then in effect for the
         American Arbitration Association ("ARBITRATION"). The losing party
         shall pay the costs of the engineer or arbitrator, whichever is
         applicable. If Landlord is obligated to reimburse Tenant for the actual
         cost of repair and fails to do so as provided in this Section, such
         amount shall accrue interest at the rate of fifteen percent (15.00%)
         per annum until paid in full. If such amounts owing from Landlord to
         Tenant are not paid within thirty (30) days following the due date of
         such payment, Tenant shall have abatement rights as set forth in
         Section 29(f) of this Lease.

                  (e) Landlord acknowledges that certain of the Landlord Repairs
         may have to be made on an expedited basis due to a material disruption
         of Tenant's business operations caused by such condition, which
         condition shall be referred to as an "EMERGENCY CONDITION." In this
         regard, in the event an Emergency Condition relating to a Landlord
         Repair exists, Tenant shall deliver to Landlord, by facsimile, a
         written notice ("EMERGENCY NOTICE") describing such Emergency
         Condition. The Emergency Notice shall, in ten (10) point bold typed
         across the top, stating "AN EMERGENCY SITUATION EXISTS AT THE PREMISES
         REQUIRING YOUR
                                       13





<PAGE>


         IMMEDIATE ATTENTION." In the event that Landlord fails to commence
         repair of the Emergency Condition within twenty-four (24) hours (if
         such situation occurs during non-business hours, Tenant shall utilize
         Landlord's paging system, the procedure for which shall be provided to
         Tenant prior to the Commencement Date), Tenant using licensed
         contractors which are qualified to perform such tasks in compliance
         with applicable laws, shall have the right to make the Landlord
         Repairs; provided, however, such repairs shall be limited to the
         temporary remediation of such Emergency Condition and Landlord shall
         thereafter be responsible for the full repair of such condition.
         Landlord shall reimburse Tenant's actual expenses incurred in making
         such temporary remediation repairs within ten (10) days following
         Landlord's receipt of written demand and supporting invoices. If such
         repayment is not made within such ten (10) day period, such amount
         shall accrue interest at the rate of fifteen percent (15.00%) per annum
         until paid in full. If such amounts owing from Landlord to Tenant are
         not paid within thirty (30) days following the due date of such
         payment, Tenant shall have abatement rights as set forth in Section
         29(f) of this Lease.

12.      LIENS

         Tenant will not cause or permit any lien to be imposed upon the
         Premises of the Building and will pay all taxes and license fees
         imposed by reason of any improvements made by Tenant to the Premises or
         imposed upon any personal property located in the Premises. Tenant
         shall have the right to contest any such lien; provided that Tenant
         posts the requisite bonds, which are upon terms and conditions
         reasonably acceptable to Landlord, to remove such lien as an
         encumbrance against the Building. Tenant shall provide Landlord with
         prior written notice of any such intention to contest. Tenant agrees to
         give Landlord not less than five (5) days notice prior to commencement
         of any alteration or repair permitted under the terms of the Lease so
         that Landlord may post a notice of non-responsibility. In the event
         that the amount of the estimated cost of any improvements, additions or
         alterations in the Premises is in excess of One Hundred Thousand and
         No/100ths Dollars ($100,000.00), Landlord may require, at Tenant's sole
         cost and expense, a lien and completion bond in an amount equal to one
         and one-half (1-1/2) times all estimated cost of any improvements,
         additions or alterations in the Premises, to insure Landlord against
         any liability for mechanics' and materialmen's liens and to insure
         completion of the work; provided that the provisions of this sentence
         shall not apply to any improvements constructed by Tenant within the
         Premises prior to the Commencement Date.

13.      ASSIGNMENT AND SUBLETTING

                  (a) Tenant shall not, without the prior written consent of
         Landlord, which shall not be unreasonably withheld, delayed or
         conditioned, as provided in this Section 13: (a) assign, mortgage,
         pledge, encumber or otherwise transfer this Lease, the term or estate
         hereby granted, or any interest hereunder; (b) permit the Premises or
         any part thereof to be utilized by anyone other than Tenant (whether as
         concessionaire, franchisee, licensee, permittee or otherwise); or (c)
         except as hereinafter provided, sublet or offer or advertise for
         subletting the Premises or any part thereof. Any assignment, mortgage,
         pledge, encumbrance, transfer or sublease without Landlord's consent
         shall be voidable.

                                       14





<PAGE>


         Notwithstanding the foregoing and Subsection (b) below, Tenant may
         assign this Lease or sublet the Premises or a portion thereof, without
         Landlord's consent, but with prior written notice, to any corporation,
         partnership, individual or other entity which controls, is controlled
         by or is under common control with Tenant; or to any corporation,
         partnership, individual or other entity, resulting from the merger or
         consolidation with Tenant; or to any person or entity which acquires
         all of the assets of Tenant's business going concern, provided that (i)
         the assignee or subtenant assumes, in full, the obligations of Tenant
         under this Lease, (ii) Tenant remains fully liable under this Lease,
         (iii) the use of the Premises remains unchanged, and (iv) if Tenant is
         no longer a viable and operating business entity, the assignee or
         sublessee has a net worth which is consistent with the
         leasing/financial requirements of Landlord taking into consideration
         the size of the Premises, the rental structure, rights and privileges
         granted to the Tenant pursuant to this Lease, and other concessions
         granted to Tenant pursuant to the provisions of this Lease. Provided
         that Tenant is a corporation, and (i) the stock of Tenant is traded on
         a national exchange, the transfer of stock in Tenant shall not be
         considered an assignment, sublease or transfer under the Lease, or (ii)
         the stock of Tenant is not traded on a national exchange, the
         collective transfer of forty nine percent (49.00%) or less of such
         stock shall not be considered an assignment, sublease or transfer under
         this Lease.

                  (b) If at any time or from time to time during the Term of
         this Lease, Tenant desires to assign this Lease with respect to, or to
         sublet, all or any part of the Premises, then at least thirty (30) days
         prior to the date when Tenant desires the assignment or subletting to
         be effective (the "TRANSFER DATE"), Tenant shall give Landlord a notice
         (the "TRANSFER NOTICE") which shall set forth the name, address and
         business of the proposed assignee or subtenant, information (including
         financial statements and references) concerning the character of the
         proposed assignee or subtenant, in the case of a proposed sublease, a
         detailed description of the space proposed to be sublet, which must be
         a single, self-contained unit (the "SPACE"), any rights of the proposed
         assignee or subtenant to use Tenant's improvements and the like, the
         Transfer Date, and the fixed rent and/or other consideration and all
         other material terms and conditions of the proposed assignment or
         subletting, all in such detail as Landlord may reasonably require.

                  (c) Landlord shall be permitted to consider any reasonable
         factor in determining whether or not to withhold its consent to a
         proposed assignment or sublease and Landlord shall make such
         determination within thirty (30) days following Landlord's receipt of
         the Transfer Notice. The failure of Landlord to deliver written notice
         of such determination within such time period shall be deemed
         Landlord's approval thereof. Without limiting the other instances in
         which it may be reasonable for Landlord to withhold its consent to an
         assignment or sublease, it shall be reasonable for Landlord to withhold
         its consent if any of the following conditions are not satisfied:

                           (1) The proposed transferee shall have a net worth
                  which is consistent with the leasing/financial requirements of
                  Landlord taking into consideration the size of the Premises,
                  the rental structure, rights and privileges granted to the
                  Tenant pursuant to this Lease, and other concessions granted
                  to Tenant pursuant to the provisions of this Lease;

                                       15





<PAGE>


                           (2) The proposed use by the transferee shall (i)
                  comply with Tenant's permitted use, (ii) be consistent with
                  the general character of businesses carried on by tenants of a
                  first-class office building, (iii) not increase the likelihood
                  of damage or destruction, (iv) not materially increase the
                  density of, occupancy of the Premises or increase the amount
                  of pedestrian and other traffic through the Building, (v) not
                  be likely to cause an increase in insurance premiums for
                  insurance policies applicable to the Building, (vi) not
                  require new tenant improvements incompatible with
                  then-existing Building systems and components, unless paid for
                  by Tenant, and (vii) unless paid by Tenant, not require
                  Landlord to make modifications to the Building outside of the
                  Premises (in order, for example, to comply with laws such as
                  the ADA);

                           (3) The proposed transferee shall not be a labor
                  union, foreign or domestic governmental entity or public
                  utility company which includes, as part of its business
                  operation, customer traffic to and from the Premises;

                           (4) If Landlord has vacant space at the Building
                  suitable for such proposed transferee, the proposed transferee
                  shall not be an existing tenant or occupant of the Building or
                  a person or entity with whom Landlord is then dealing, or with
                  whom Landlord has had any dealings within the previous six (6)
                  months, with respect to the leasing of space in the Building;
                  and

                           (5) Any ground lessor or mortgagee whose consent to
                  such transfer is required fails to consent thereto. Tenant
                  shall have the burden of demonstrating that each of the
                  foregoing conditions has been satisfied.

                  (d) Provided Landlord has consented to such assignment or
         subletting, Tenant shall be entitled to enter into such Assignment or
         Sublease with the third party identified in the Transfer Notice subject
         to the following conditions:

                           (1) At the time of the transfer, no event of material
                  default under this Lease shall have occurred and be
                  continuing;

                           (2) The assignment or sublease shall be on the same
                  terms set forth in the Transfer Notice given to Landlord;

                           (3) No assignment or sublease shall be valid and no
                  assignee or sublessee shall take possession until an executed
                  counterpart of the assignment or sublease has been delivered
                  to Landlord;

                           (4) No assignee or sublessee shall have a right
                  further to assign or sublet without Landlord's consent thereto
                  in each instance, which consent in the case of a future
                  assignment or sublease should not be unreasonably withheld;

                           (5) Any assignee shall have assumed in writing the
                  obligations of Tenant under this Lease;

                                       16





<PAGE>



                           (6) Any subtenant shall have agreed in writing to
                  comply with all applicable terms and conditions of this Lease
                  with respect to the Space;

                           (7) In the event Tenant sublets the entire Premises
                  or any part thereof, Tenant shall deliver to Landlord fifty
                  percent (50.00%) of any excess rent within thirty (30) days of
                  Tenant's receipt thereof pursuant to such subletting. As used
                  herein, "EXCESS RENT" shall mean any sums or economic
                  consideration per square foot of the Premises received by
                  Tenant pursuant to such subletting in excess of the amount of
                  the rent per square foot of the Premises payable by Tenant
                  under this Lease applicable to the part or parts of the
                  Premises so sublet; provided, however, that no excess payment
                  shall be payable until Tenant shall have recovered therefrom
                  all of the costs incurred by Tenant for brokerage commissions,
                  tenant improvement work approved by Landlord, reasonable
                  attorneys fees, and reasonable marketing fees, in conjunction
                  with such sublease; and

                           (8) In the event Tenant assigns this Lease, Tenant
                  shall deliver to Landlord fifty percent (50.00%) of any excess
                  payment within thirty (30) days of Tenant's receipt thereof
                  pursuant to such assignment. As used herein, "EXCESS PAYMENT"
                  shall mean the amount of payment received for such assignment
                  of this Lease (to the extent applicable only to this Lease) in
                  excess of the rent payable by Tenant under this Lease;
                  provided, however, that no excess payment shall be payable
                  until Tenant shall have recovered therefrom all of the costs
                  incurred by Tenant for brokerage commissions, tenant
                  improvement work approved by Landlord, reasonable attorneys
                  fees, and reasonable marketing fees, in conjunction with such
                  assignment.

                  (e) No subletting or assignment shall release Tenant of
         Tenant's obligations under this Lease or alter the liability of Tenant
         to pay the rent and to perform all other obligations to be performed by
         Tenant hereunder. The acceptance of rent by Landlord from any other
         person shall not be deemed to be a waiver by Landlord of any provision
         hereof. Consent to one assignment or subletting shall not be deemed
         consent to any subsequent assignment or subletting. In the event of
         default by an assignee or subtenant of Tenant or any successor of
         Tenant in the performance of any of the terms hereof, Landlord may
         proceed directly against Tenant without the necessity of exhausting
         remedies against such assignee, subtenant or successor. Provided that
         Landlord has provided Tenant with prior written notice, Landlord may
         consent to subsequent assignments of the Lease or sublettings or
         amendments or modifications to the Lease with assignees of Tenant.

                  (f) If Tenant assigns the Lease or sublets the Premises or
         requests the consent of Landlord to any assignment or subletting or if
         Tenant requests the consent of Landlord for any act that Tenant
         proposes to do, then Tenant shall, upon demand, pay Landlord an
         administrative fee of Five Hundred and No/100ths Dollars ($500.00).

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<PAGE>


14.      HOLD HARMLESS

         Subject to the provisions of Section 15 below and to the extent not
         funded and paid to Landlord by any insurance maintained by Tenant,
         Tenant shall indemnify, defend and hold harmless Landlord against and
         from any and all claims, damages, liabilities, and expenses (including
         reasonable attorneys' fees) to the extent arising from Tenant's use of
         the Premises for the conduct of its business or from any activity, work
         or other thing done, permitted or suffered by the Tenant in or about
         the Building, and shall further indemnify, defend and hold harmless
         Landlord against and from any and all claims to the extent arising from
         any breach or default in the performance of any obligation on Tenant's
         part to be performed under the terms of this Lease, or from any act or
         negligence of the Tenant, or any officer, agent, employee, guest or
         invitee of Tenant, and from all and against all reasonable cost,
         attorney's fees, expenses and liabilities incurred in or about any such
         claim or any action or proceeding brought thereon, and, if any case,
         action or proceeding be brought against Landlord by reason of any such
         claim, Tenant upon notice from Landlord shall defend the same at
         Tenant's expense by counsel selected by Tenant and approved in writing
         by Landlord such approval not to be unreasonably withheld or delayed.
         Notwithstanding the preceding sentence, such indemnification by Tenant
         and such assumption and waiver of claims shall not include damage or
         injury to the extent caused by the negligence or willful misconduct of
         Landlord, its agents, employees or contractors. Subject to Section 15
         below and to the extent not funded and paid to Landlord by any
         insurance maintained by Tenant, Landlord shall indemnify, defend and
         hold harmless Tenant against and from any and all claims, damages,
         liabilities, and expenses (including reasonable attorneys' fees) to the
         extent arising from any breach or default in the performance of any
         obligation on Landlord's part to be performed under the terms of this
         Lease, or from any act or negligence of Landlord, or any officer,
         agent, employee, guest or invitee of Landlord, and from and against all
         reasonable costs, attorneys' fees, expenses and liabilities incurred in
         or about any such claim or any action or proceeding brought thereon,
         and, if any case, action or proceeding be brought against Tenant by
         reason of any such claim, Landlord upon notice from Tenant, shall
         defend same at Landlord's expense by counsel selected by Landlord and
         approved in writing by Tenant, such approval not to be unreasonably
         withheld or delayed. Notwithstanding any other provision of this Lease
         to the contrary, Landlord shall not be responsible for any damages
         relating to Tenant's loss of business resulting from an event requiring
         indemnification pursuant to this Section.

         Landlord shall not be liable to Tenant and Tenant hereby waives all
         claims against Landlord or its affiliates for any injury or damage to
         any person or property occurring or incurred in connection with or in
         any way relating to the Premises, the Building or the Property from any
         cause, excepting the gross negligence or willful misconduct of
         Landlord. Without limiting the foregoing, neither Landlord nor any of
         its Affiliates shall be liable for and there shall be no abatement of
         rent for (i) any damage to Tenant's property stored with or entrusted
         to Affiliates of Landlord, (ii) loss of or damage to any property by
         theft or any other wrongful or illegal act, or (iii) any injury or
         damage to persons or property resulting from fire, explosion, falling
         plaster, steam, gas, electricity, water or rain which may leak from any
         part of the Building or the Project or from the pipes, appliances,
         appurtenances or plumbing works therein or from the roof, street or

                                       18





<PAGE>


         sub-surface or from any other place or resulting from dampness or any
         other cause whatsoever or from the acts or omissions of other tenants,
         occupants or other visitors to the Building or the Project or from any
         other cause whatsoever, or (iv) any diminution or shutting off of
         light, air or view by any structure which may be erected on lands
         adjacent to the Building, whether within or outside of the Property.
         Tenant agrees that in no case shall Landlord ever be responsible or
         liable on any theory for any injury to Tenant's business, loss of
         profits, loss of income or any other form of consequential and/or
         punitive damage. Tenant shall give prompt notice to Landlord in the
         event of (a) the occurrence of a fire or accident in the Premises or in
         the Building, or (b) the discovery of any defect therein or in the
         fixtures or equipment thereof. Notwithstanding any other provision of
         this Lease to the contrary, Tenant waives any claims based on damage or
         injury resulting from Landlord's failure to police or provide security
         for the Property.

15.      SUBROGATION

         Landlord and Tenant hereby mutually waive their respective rights of
         recovery against each other for any loss or damage that is or would be
         insured by fire, extended coverage and other property insurance
         policies existing for the benefits of the respective parties or
         required to be obtained by the releasing party pursuant to the
         provisions of the Lease. Each party shall obtain any special
         endorsements, if required by their insurer to evidence compliance with
         the aforementioned waiver.

16.      LIABILITY INSURANCE

                  (a) All insurance required to be carried by Tenant hereunder
         shall be issued by responsible insurance companies which are rated by
         Best Insurance Reports as A:VII or better and acceptable to Landlord
         and Landlord's lender and licensed or authorized to do business in the
         State of Colorado. Each policy shall name Landlord, and at Landlord's
         request any mortgagee of Landlord, as an additional insured, as their
         respective interests may appear. Each policy shall contain (i) a
         separation of insureds condition, (ii) a provision that such policy and
         the coverage evidenced thereby shall be primary and non-contributing
         with respect to any policies carried by Landlord and that any coverage
         carried by Landlord shall be excess insurance for Landlord's interest
         only, and (iii) a waiver by the insurer of any right of subrogation
         against Landlord, its agents, employees and representatives, which
         arises or might arise by reason of any payment under such policy or by
         reason of any act or omission of Landlord, its agents, employees or
         representatives. A copy of each paid up policy (authenticated by the
         insurer) or certificate of the insurer evidencing the existence and
         amount of each insurance policy required hereunder shall be delivered
         to Landlord before the date Tenant is given possession of the Premises,
         and thereafter, within thirty (30) days after any demand by Landlord
         therefor, Landlord may, at any time and from time to time, inspect
         and/or copy any insurance policies required to be maintained by Tenant
         hereunder. No such policy shall be cancelable, materially changed or
         reduced in coverage except after thirty (30) days' written notice to
         Landlord and Landlord's lender. Tenant shall furnish Landlord with
         renewals or "binders" of any such policy at least ten (10) days prior
         to the expiration thereof. Tenant agrees that if Tenant does not take
         out and maintain such insurance, Landlord may (but shall not be
         required to) procure said insurance on Tenant's behalf and

                                       19





<PAGE>


         charge the Tenant the premiums, which shall be payable upon demand.
         Tenant shall have the right to provide such insurance coverage pursuant
         to blanket policies obtained by the Tenant, provided such blanket
         policies expressly afford coverage to the Premises, Landlord,
         Landlord's mortgagee and Tenant as required by this Lease.

                  (b) Beginning on the date Tenant is given access to the
         Premises for any purpose and continuing until expiration of the term of
         the Lease, Tenant shall procure, pay for and maintain in effect
         policies of property insurance covering trade fixtures, merchandise and
         other personal property from time to time, in, on or about the
         Premises. The proceeds of such insurance shall be used for the repair
         or replacement of the property so insured. Upon termination of this
         Lease following a casualty as set forth herein, the proceeds under (i)
         shall be paid to Landlord, and the proceeds under (ii) above shall be
         paid to Tenant.

                  (c) Beginning on the date Tenant is given access to the
         Premises for any purpose and continuing until expiration of the Term of
         the Lease, Tenant shall procure, pay for and maintain in effect
         workers' compensation and employer's liability insurance and commercial
         general liability insurance which includes coverage for personal
         injury, contractual liability and Tenant's independent contractors. The
         commercial general liability should be procured and maintained with not
         less than Two Million and No/100ths Dollars ($2,000,000.00) per
         occurrence combined single limit, and a Five Million and No/100ths
         Dollars ($5,000,000.00) aggregate limit, for bodily injury, personal
         injury or property damage liability. If such insurance covers more than
         one location, and general aggregate limit shall apply on a per location
         basis.

                  (d) Whenever, in Landlord's reasonable judgment, but not more
         than twice during the Term, good business practice or change in
         conditions indicate a need for additional or different types of
         insurance, Tenant shall upon request of Landlord obtain such insurance
         at its own expense.

                  (e) Landlord shall obtain and keep in force during the term of
         this Lease, (i) a policy of commercial general liability insurance in
         amounts not less than required by Tenant in Section 16(c) above, and
         (ii) fire, extended coverage and other property insurance policies of
         the type typically maintained by property owners of Class A office
         buildings located in the vicinity of the Building in Boulder County,
         insuring the Building and related improvements constituting common
         areas for the Building at full replacement cost. The premiums for such
         insurance shall constitute Direct Expenses chargeable to tenants of the
         Building in accordance with Section 7 above.

17.      SERVICES AND UTILITIES

                  (a) Tenant shall be solely responsible for obtaining service
         and thereafter paying the cost of all electrical service required for
         Tenant's use of the Premises, which includes, but is not limited to,
         electrical services required for the heating and air conditioning
         system ("HVAC") for the Premises, and the use of the Premises by
         Tenant. In this regard, the Premises shall be separately metered for
         electrical consumption and Tenant shall pay all such amounts due prior
         to delinquency. As provided in the Work

                                       20





<PAGE>


         Letter Agreement (which includes the agreed upon electrical
         specifications for the Premises), Landlord shall cause all electrical
         distribution to be installed within the Premises. The failure of
         such electrical service to be provided to the Premises, or any
         cessation thereof, shall not render Landlord liable in any respect
         for damages to either person or property, nor be construed an eviction
         of Tenant, nor cause an abatement of rent, or relieve Tenant from the
         fulfillment of any covenant or agreement thereof. Whenever heat
         generating machines or equipment are used in the Premises or Tenant's
         use of the Premises beyond customary business hours (7:00 a.m. to 7:00
         p.m., Monday through Friday, and 7:00 a.m. to 12:00 p.m. on Saturdays
         (federal and state holidays excepted) ("BUSINESS HOURS")) adversely
         affect the temperature otherwise maintained by the air conditioning
         system, Landlord reserves the right to install supplementary air
         conditioning units for 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.
         Tenant shall be entitled to access to the Premises twenty-four (24)
         hours a day, seven (7) days a week. Landlord shall maintain and keep
         lighted the common stairs, common entries and toilet rooms in the
         Building. Subject to Tenant's obligation to pay for the required
         electricity, Landlord shall cause the HVAC to maintain the Premises at
         an approximate range of between 72 degrees and 74 degrees Fahrenheit
         (plus or minus 2 degrees Fahrenheit) during the Business Hours, which
         service shall be provided to the Premises by HVAC system described in
         the Work Letter Agreement. As set forth in the Work Letter Agreement,
         the Premises shall comply with the requirements of ASHRAE Standard
         62-1989 (20 CFM per occupant for office type occupancy or as otherwise
         required by applicable law). Landlord shall not be liable for, and
         Tenant shall not be entitled to, any reduction of rental by reason of
         Landlord's failure to furnish any of the foregoing when such failure is
         caused by accident, breakage, repairs, strikes, lockouts or other labor
         disturbances or labor disputes of any character, or by any other cause
         similar or dissimilar, beyond the reasonable control of Landlord.
         Landlord shall not be liable under any circumstances for a loss of or
         injury to property; person or Tenant's business occurring through or in
         connection with or incidental to failure to furnish such utilities.

                  (b) If Tenant shall require water in excess of that usually
         furnished or supplied for the use of the Premises as general office
         space, Tenant shall pay Landlord for such excessive use (in excess of
         water consumption provided for general office use for tenants in the
         vicinity of the Building) upon written demand by Landlord. If Tenant's
         utility requirements are excessive, Landlord may cause a water meter to
         be installed in the Premises so as to measure the amount of water
         consumed for any such use. The cost of any such meters and of
         installations, maintenance and repair thereof shall be paid for by the
         Tenant and Tenant agrees to pay to Landlord promptly upon demand
         therefore by Landlord for all such water currently consumed as shown by
         said meters, at the rates charged for such services by the local
         utility furnishing the same, plus any additional expense incurred in
         keeping account of the water will be established by an estimate made by
         a utility company, in which case such expense shall not be included
         within Direct Expenses.

                  (c) Tenant acknowledges that the use of the HVAC system during
         non-Business Hours shall result in excessive wear and tear on such
         system, accordingly, if

                                       21






<PAGE>


         Tenant intends to utilize non-Business Hours HVAC service on a regular
         reoccurring basis (more than two (2) hours a day, for in excess of an
         average of seven (7) days a calendar month, for three (3) consecutive
         calendar months), Landlord shall have the right to obtain a service
         agreement for such system, which provides for maintenance, repair and
         replacement, the cost of which shall be paid directly by Tenant (such
         costs shall not be within the definition of Direct Expenses).

18.      PROPERTY TAXES

         Tenant shall pay all taxes and assessments against any personal
         property, trade fixtures, or other improvements on the Premises
         belonging to Tenant. Tenant shall also pay any sales, use or rental tax
         related to Tenant's property or business which may be assessed by any
         governmental body during the term of this Lease. Tenant shall pay such
         taxes and assessments billed separately to Tenant prior to delinquency.
         Tenant shall have the right to contest any tax or assessment levied as
         described in this Section; provided that Tenant posts the requisite
         bonds, which are upon terms and conditions reasonably acceptable to
         Landlord, to remove and/or avoid any form of lien as an encumbrance
         against the Building. Tenant shall provide Landlord with prior written
         notice of any such intention to contest. In the event such taxes and
         assessments are billed to Landlord, Tenant shall pay to Landlord its
         share of same within thirty (30) days after delivery to Tenant by
         Landlord of a statement in writing, setting forth the amount of such
         taxes or assessments applicable to Tenant's property. Tenant shall have
         the right to dispute such taxes with the taxing authorities provided
         that adequate assurances, as reasonably determined by Landlord, to pay
         such amount are made by Tenant. Amounts payable by Tenant pursuant to
         this Section 18 shall not be included within Direct Expenses and, in no
         event, shall any amount payable hereunder be included within the
         definition of Real Estate Taxes.

19.      RULES AND REGULATIONS

         Tenant shall faithfully observe and comply with the rules and
         regulations that Landlord shall from time to time promulgate. Landlord
         reserves the right from time to time to make all reasonable
         modifications to said rules, which are normal and customary in the
         market and nondiscriminatory. The additions and modifications to those
         rules shall be binding upon Tenant upon delivery of a copy of them to
         Tenant; provided that no such modification shall increase expenses
         otherwise payable by Tenant, or increase duties or obligations owing by
         Tenant pursuant to this Lease. Landlord shall not be responsible to
         Tenant for the nonperformance of any said rules by any other tenants or
         occupants.

20.      HOLDING OVER

         If Tenant remains in possession of the Premises or any part thereof
         after expiration of the term hereof, without the expressed written
         consent of Landlord, such occupancy shall be a tenancy from
         month-to-month at a rental in the amount of one hundred fifty percent
         (150%) multiplied by the last monthly rental, plus all other charges
         payable hereunder, and upon all the terms hereof applicable to a
         month-to-month tenancy. If either party desires to terminate such
         month-to-month tenancy, it shall give the other party not less than
         thirty (30) days advance written notice of the date of such
         termination.


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<PAGE>



21.      ENTRY BY LANDLORD

         Subject to Tenant's security procedures ("TENANT SECURITY PROCEDURES"),
         a written summary of which Tenant shall provide to Landlord within
         sixty (60) days following the Commencement Date, Landlord reserves and
         shall at any and all reasonable times have the right to enter the
         Premises, inspect the same, supply janitorial service and any other
         service to be provided by Landlord to Tenant hereunder, to submit said
         Premises to prospective purchasers or tenants, to post notices of
         non-responsibility, and to improve or repair the Premises and any
         portion of the Building of which the Premises are a part that Landlord
         may deem necessary or desirable, without abatement of rent and may for
         that purpose erect scaffolding and other necessary structures where
         reasonably required by the character of the work to be performed,
         always providing that the entrance to the Premises shall not be blocked
         thereby, and further providing that the business of the Tenant shall
         not be interfered with unreasonably. Tenant hereby waives any claim for
         damages or for any injury or inconvenience to or interference with
         Tenant's business, any loss of occupancy or quiet enjoyment of the
         Premises, and any other loss occasioned thereby, provided that
         Landlord's activities have been reasonable. Any such entrance shall be
         done in a manner that minimizes interference with Tenant's business
         operations at the Premises. For each of the aforesaid purposes, subject
         to Tenant Security Procedures, Landlord shall at all times have and
         retain a key with which to unlock all of the doors in, upon and about
         the Premises, excluding Tenant's vaults, safes and files, and Landlord
         shall have the right to use any and all means which Landlord may deem
         proper to open said doors in an emergency, in order to obtain entry to
         the Premises without liability to Tenant, except for any failure to
         exercise due care for Tenant's property. Any entry to the Premises
         obtained by Landlord by any of said means, or otherwise shall not under
         any circumstances be construed or deemed to be a forcible or unlawful
         entry into, or a detainer of the premises, or an eviction of Tenant
         from the Premises or any portion thereof.

22.      RECONSTRUCTION

                  (a) In the event the Premises or the Building of which the
         Premises are a part are damaged by fire or other perils covered by
         extended coverage insurance carried by Landlord, Landlord agrees to
         forthwith repair the same; and this Lease shall remain in full force
         and effect, except that Tenant shall be entitled to a proportionate
         reduction of the rent, which shall be negotiated in good faith, while
         such repairs are being made, such proportionate reduction to be based
         upon the extent to which the making of such repairs shall materially
         interfere with the business carried on by the Tenant in the Premises
         which is not mitigated by any business interruption insurance carried
         by Tenant. If the damage is due to the fault or neglect of Tenant or
         its employees, there shall be no abatement of rent.

                  (b) In the event the Premises or the Building or a part are
         damaged by fire or other perils not covered by extended coverage
         insurance, then Landlord shall forthwith repair the same, provided the
         extent of the destruction be less than twenty percent (20%) of the then
         full replacement cost of the Premises or the Building of which the
         Premises are a part. In the event the destruction of the Premises or
         the Building is to an extent


                                       23








<PAGE>



         greater than twenty percent (20%) of the full replacement cost, the
         Landlord shall have the option: (1) to repair or restore such damage,
         this Lease continuing in full force and effect, but the rent to be
         proportionately reduced as hereinabove in this Article provided; or (2)
         give notice to Tenant at any time within ninety (90) days after such
         damage terminating this Lease as of the date specified in such notice,
         which date shall be no less than sixty (60) days and no more than
         ninety (90) days after the giving of such notice. In the event of
         giving such notice, this Lease shall expire and all interest of the
         Tenant in the Premises shall terminate on the date so specified in such
         notice and the rent, reduced by a proportionate amount based upon the
         extent, if any, to which such damage materially interfered with the
         business carried on by the Tenant in the Premises, shall be paid up to
         date of said such termination.

                  (c) Notwithstanding anything to the contrary contained in this
         Article, Landlord shall not have any obligation whatsoever to repair,
         reconstruct or restore the Premises when the damage, in excess of
         fifteen percent (15%) of the replacement cost of the Building,
         resulting from any casualty covered under this Article occurs during
         the last twelve (12) months of the term of this Lease or any extension
         thereof. If Landlord elects not to repair, reconstruct or restore the
         Premises during such twelve (12) month period, this Lease shall be
         deemed terminated on the date of such damage.

                  (d) Landlord shall not be required to repair any damage caused
         by fire or other cause, or to make any repairs or replacements of any
         panels, decoration, office fixtures, railings, floor covering,
         partitions, or any other property installed in the Premises by Tenant.

                  (e) The Tenant shall not be entitled to any compensation or
         damages from Landlord for loss of the use of the whole or any part of
         the Premises, Tenant's personal property or any inconvenience or
         annoyance occasioned by such damage, repair, reconstruction or
         restoration.

                  (f) Tenant may elect to terminate this Lease at any time
         during the term hereof, if the Premises are destroyed or rendered
         untenantable to an extent that they cannot be repaired within two
         hundred twenty-five (225) days following the casualty, as reasonably
         determined by Landlord in writing delivered to Tenant within forty-five
         (45) days following the date of such damage, by delivery of written
         notice of such election within fifteen (15) days following Tenant's
         receipt of such notice. Thereafter, in the event that such repairs are
         not substantially complete within such two hundred twenty-five (225)
         day period, as may be extended by delays caused by Tenant for a period
         of fifteen (15) days thereafter, Tenant shall have the right to
         terminate this Lease by delivery of written notice of such election.
         The termination of this Lease pursuant to this Section 22(f) shall be
         effective upon Landlord's receipt of such notice.

23.      DEFAULT

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



                                       24









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                  (a) The abandonment, without payment or rent, or vacating of
         the Premises by Tenant (must be in excess of ten (10) business days).

                  (b) The failure by Tenant to make any payment of rent or any
         other payment required to be made by Tenant hereunder within ten (10)
         days following Tenant's receipt of written notice from Landlord that
         such amount is due.

                  (c) The failure by Tenant to observe or perform any of the
         covenants, conditions or provisions of this Lease to be observed or
         performed by the Tenant, other than described in Article 23(a) above,
         where such failure shall continue for a period of thirty (30) days
         after written notice thereof by Landlord to Tenant; provided, however,
         that if the nature of Tenant's default is such that more than thirty
         (30) days are reasonably required for its cure, then Tenant shall not
         be deemed to be in default if Tenant commences such cure within said
         thirty (30)-day period and thereafter diligently prosecutes such cure
         to completion.

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

24.      REMEDIES IN DEFAULT

         In the event of Tenant's default, Landlord may:

                  (a) Terminate Tenant's right to possession of the Premises by
         any lawful means, in which case this Lease shall terminate and Tenant
         shall immediately surrender possession of the Premises to Landlord. In
         such event, Landlord shall be entitled to recover from Tenant:

                           (1) the worth at the time of the award of any unpaid
                  rent which had been earned at the time of such termination;
                  plus

                           (2) the worth at the time of the award of the amount
                  by which the unpaid rent which would have been earned after
                  termination until the time of award exceeds the amount of such
                  rental loss which Tenant proves could have been reasonably
                  avoided; plus

                           (3) the worth at the time of the award of the amount
                  by which the unpaid rent for the balance of the term after the
                  time of award exceeds the amount of such rental loss which
                  Tenant proves could be reasonably avoided; plus



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                           (4) any other amount necessary to compensate Landlord
                  for all the detriment proximately caused by Tenant's failure
                  to perform its obligations under this Lease or which in the
                  ordinary course of things would be likely to result therefrom
                  (including, without limitation, the cost of recovering
                  possession of the Premises, reasonable and necessary expenses
                  of reletting including necessary renovation and alteration of
                  the Premises to make the Premises and/or portions thereof
                  tenantable for general office purposes consistent with the
                  finish of the Premises as improved pursuant to the Work Letter
                  Agreement, reasonable attorneys' fees, and real estate
                  commissions actually paid and that portion of the leasing
                  commission paid by Landlord and applicable to the unexpired
                  portion of this Lease); plus

                           (5) such other amounts in addition to or in lieu of
                  the foregoing as may be permitted from time to time by
                  applicable Colorado law.

                           As used in Subsections (1) and (2) above, the "WORTH
                  AT THE TIME OF THE AWARD" shall be computed by allowing
                  interest at the lesser of ten percent (10%) per annum, or the
                  maximum rate permitted by law per annum. As used in Subsection
                  (3) above, the "WORTH AT THE TIME OF AWARD" shall be computed
                  by discounting such amount at the discount rate of the Federal
                  Reserve Bank of San Francisco at the time of award plus one
                  percent (1%).

                  (b) Continue this Lease in full force and effect, and the
         Lease will continue in effect, as long as Landlord does not terminate
         Tenant's right to possession, and Landlord shall have the right to
         collect rent when due. During the period Tenant is in default, Landlord
         may enter the Premises and relet them, or any part of them, to third
         parties for Tenant's account. Tenant shall be liable immediately to
         Landlord for all costs Landlord reasonably incurs in reletting the
         Premises, including, without limitation, brokers' commissions, expenses
         of remodeling the Premises required by the reletting, and like costs.
         Reletting can be for a period shorter or longer than the remaining term
         of this Lease (provided, however, in no event shall Tenant be
         responsible for any cost relating to such reletting after the
         expiration of the term of this Lease). Tenant shall pay to landlord the
         rent due under this Lease on the dates the rent is due, less the rent
         Landlord receives from any reletting. In no event shall Tenant be
         entitled to any excess rent received by Landlord. No act by Landlord
         allowed by this paragraph shall terminate this Lease unless Landlord
         notifies Tenant in writing that Landlord elects to terminate this
         Lease. After Tenant's default and for as long as Landlord does not
         terminate Tenant's right to possession of the Premises, if Tenant
         obtains Landlord's consent, Tenant shall have the right to assign or
         sublet its interest in this Lease, but Tenant shall not be released
         from liability.

                  (c) Cause a receiver to be appointed to collect rent. Neither
         the filing of a petition for the appointment of a receiver nor the
         appointment itself shall constitute an election by Landlord to
         terminate the Lease.

                  (d) Cure the default at Tenant's cost. If Landlord at any
         time, by reason of Tenant's default, reasonably pays any sum or does
         any act that requires the payment of


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<PAGE>



         any sum, the sum paid by Landlord shall be due immediately from Tenant
         to Landlord at the time the sum is paid, and if paid at a later date
         shall bear interest at the lesser of ten percent (10%) per annum, or
         the maximum rate permitted by law. The sum, together with interest on
         it, shall be additional rent.

                  (e) The foregoing remedies are not exclusive; they are
         cumulative, in addition to any remedies now or later allowed by law, to
         any equitable remedies Landlord may have, and to any remedies Landlord
         may have under bankruptcy laws or laws affecting creditors' rights
         generally. The waiver by Landlord of any breach of any term, covenant
         or condition of this Lease shall not be deemed a waiver of such term,
         covenant or condition or of any subsequent breach of the same or any
         other term, covenant or condition. Acceptance of rent by Landlord
         subsequent to any breach hereof shall not be deemed a waiver of any
         proceeding breach other than a failure to pay the particular rent so
         accepted, regardless of Landlord's knowledge of any breach at the time
         of such acceptance of rent. Landlord shall not be deemed to have waived
         any term, covenant or condition unless Landlord gives Tenant written
         notice of such waiver.

                  (f) Notwithstanding anything to the contrary contained
         elsewhere in this Lease, Landlord shall use reasonable efforts to relet
         the Premises to mitigate its damages under this Section 24; provided,
         however, that so long as Landlord uses such reasonable efforts,
         Landlord shall in no way be responsible or liable for any failure to
         relet the Premises, or any part thereof, or any failure to collect any
         rent due upon such reletting; and Landlord shall not be required to
         spend its own funds, to give the Premises priority over or equal
         priority with any other facilities owned by Landlord or its affiliates
         or other space available for rent in the Building or to compromise in
         any way the terms, uses or creditworthiness of a Tenant upon or to
         which it would customarily lease space such as the Premises; and
         Landlord shall be entitled, in its sole discretion, to seek a single
         tenant for the entire Premises, even though it may take a substantially
         longer period to obtain such a tenant and its efforts may be
         unsuccessful; and this requirement shall not affect in any way Tenant's
         obligations to obtain Landlord's consent to a sublease or assignment.

25.      EMINENT DOMAIN

         If more than twenty-five percent (25%) of the Premises shall be taken
         or appropriated by any public or quasi-public authority under the power
         of eminent domain, either party hereto shall have the right, at its
         option to terminate this Lease, and Landlord shall be entitled to any
         and all income, rent award, or any interest therein whatsoever which
         may be paid or made in connection with such public or quasi-public use
         or purpose, and Tenant shall have no claim against Landlord for the
         value of any unexpired term of this Lease. If either less than or more
         than twenty-five percent (25%) of the Premises is taken, and neither
         party elects to terminate as herein provided, the rental thereafter to
         be paid shall be equitably reduced. If twenty-five percent (25%) or
         more of the Building other than the Premises may be so taken or
         appropriated, Landlord shall have the right at its option to terminate
         this Lease and shall be entitled to the entire award as above provided.
         Notwithstanding the foregoing, subject to applicable law, Tenant may
         seek payment from the condemning authority for reimbursement for
         unamortized tenant improvements installed by Tenant, at its cost,
         goodwill, and relocation expenses, provided such recovery


                                       27








<PAGE>



         does not adversely affect Landlord's ability to recover amounts from
         such condemning authority. In the event that, Tenant is not permitted
         to seek such award separately pursuant to applicable law, Tenant shall
         be permitted to jointly pursue such award with Landlord, provided such
         recovery does not adversely affect Landlord's ability to recover
         amounts from such condemning authority.

26.      ESTOPPEL CERTIFICATE

         Within ten (10) days following any written request which Landlord may
         make from time to time, Tenant shall execute and deliver to Landlord a
         statement certifying: (i) the date of commencement of this Lease; (ii)
         the fact that this Lease is unmodified and in full force and effect (or
         if there have been modifications hereto, that this Lease is in full
         force and effect, as modified, and stating the date and nature of such
         modifications); (iii) the date to which the rental and other sums
         payable under this Lease have been paid; (iv) the fact that there are
         no current defaults under this Lease by either Landlord or Tenant,
         except as specified in Tenant's statement; and (v) such other matters
         requested by Landlord. Landlord and Tenant intend that any statement
         delivered pursuant to this paragraph 26 may be relied upon by any
         mortgagee, beneficiary, purchaser or prospective purchaser of the
         Building or any interest therein. Tenant shall also have the right to
         request an estoppel certificate from Landlord pursuant to the
         provisions of this Section 26.

27.      PARKING

         Tenant shall have the right to park in the Building's parking
         facilities in common with other tenants of the Building upon terms and
         conditions as may from time to time be established by Landlord. Such
         parking right shall be upon a ratio of four and 50/100ths (4.50) spaces
         for each one thousand (1,000) rentable square feet within the Premises.
         Tenant agrees not to overburden the parking facilities and agrees to
         cooperate with Landlord and other Tenants in the use of the parking
         facilities. Landlord reserves the right in its reasonable discretion to
         determine whether the parking facilities are becoming crowded and to
         allocate and assign parking spaces among Tenant and the other tenants,
         and to alter, relocate, or otherwise change the parking facilities and
         to take measures with respect to the parking area from time to time in
         order to comply with the policies of any transportation management
         association or any governmental ordinance, law or regulation, subject
         to maintaining the above-specified parking ratio. Landlord shall have
         the right, in addition to pursuing any other legal remedy available, to
         tow any vehicle belonging to Tenant or Tenant's employees which is not
         in compliance with the regulations for the parking facility then in
         effect if a violation continues after the first notice of such
         violation, at the expense of the towed party; nothing in this Lease,
         however, shall require Landlord to tow parked cars or take other
         actions to free occupied spaces for Tenant's use. Landlord shall not be
         liable for any claims, losses, damages, expenses or demands with
         respect to injury or damage to the vehicles of Tenant or Tenant's
         customers or employees that park in the parking areas of the Project,
         except for such loss or damage as may be caused by Landlord's gross
         negligence or willful misconduct.



                                       28









<PAGE>




28.      AUTHORITY OF PARTIES

         If a party to this Lease is a corporation or partnership, each
         individual executing this Lease on behalf of said corporation or
         partnership represents and warrants that he is duly authorized to
         execute and deliver this Lease on behalf of said corporation or
         partnership, in accordance with a duly adopted resolution or other
         document, and that this Lease is binding upon said corporation or
         partnership, as appropriate in accordance with its terms. The
         individuals signing on behalf of a corporate entity are executing this
         Lease in their respective corporate capacities and there shall be no
         individual liability imposed upon such signatories in such case.

29.      DEFAULT BY LANDLORD

                  (a) Landlord shall not be deemed to be in default in the
         performance of any obligation required to be performed by it hereunder
         unless and until it has failed to perform such obligations within
         twenty (20) days after written notice by Tenant to Landlord specifying
         wherein Landlord has failed to perform such obligation; provided,
         however, that if the nature of Landlord's obligation is such that more
         than twenty (20) days are required for its performance, then Landlord
         shall not be deemed to be in default if it shall commence such
         performance within such twenty (20)-day period and thereafter
         diligently prosecute the same to completion. In no event shall Landlord
         be liable to Tenant for loss of profits, business interruption, or
         consequential damages if Landlord performs its obligations within the
         time periods specified in this paragraph.

                  (b) Tenant agrees to give any mortgagee and/or trust deed
         holders, by registered mail, a copy of any Notice of Default served
         upon the Landlord, provided that prior to such notice Tenant has been
         notified in writing of the address of such mortgagee and/or trust deed
         holder. Tenant further agrees that if Landlord shall have failed to
         cure such default within the time provided for in this Lease, then the
         mortgagees and/or trust deed holders 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 if within thirty (30) days mortgagee and/or trust deed holder
         has commenced and is diligently pursuing the remedies necessary to cure
         such default (including, but not limited to, commencement of
         foreclosure proceedings, if necessary to effect such cure), in which
         event this Lease shall not be terminated while remedies are being so
         diligently pursued.

                  (c) Notwithstanding any other provisions of this Lease to the
         contrary, but subject to the provisions of Section 29(a) and 29(b)
         above, upon receipt of written notice (the "FIRST DEFAULT NOTICE") from
         Tenant that Landlord has failed to perform any of its obligations as
         expressly set forth in this Lease (collectively, "LANDLORD
         OBLIGATIONS"), Landlord shall perform such obligation within a
         reasonable period of time given the circumstances but in no event later
         than thirty (30) days after it receives the First Default Notice;
         provided, however, that if the completion of such obligation is of such
         a nature that it cannot be completed within thirty (30) days, then such
         longer time as reasonably necessary. If Landlord fails to complete such
         obligation within the said time period, Tenant may give an additional
         notice (the "SECOND DEFAULT NOTICE")


                                       29








<PAGE>



         to Landlord. If Landlord fails to commence to complete such obligation
         within five (5) days after receipt of the Second Default Notice and
         thereafter diligently pursues the completion of such obligation, Tenant
         may complete such obligation. All obligations of Landlord performed by
         Tenant pursuant to this Section shall be made by a qualified licensed
         contractor(s) and/or qualified persons with sufficient expertise in
         such matters and in accordance with all applicable laws, statutes and
         ordinances. Landlord shall reimburse Tenant for Tenant's actual costs
         incurred within ten (10) days after Landlord's receipt of a written
         demand from Tenant, which demand shall include supporting invoices. If
         Landlord disputes the need for the completion of such obligation,
         Landlord shall deliver written notice of such disagreement to Tenant
         within ten (10) days after its receipt of the First Default Notice. The
         dispute shall be resolved by a mutually acceptable third party, which
         determination shall be binding upon Landlord and Tenant; provided,
         however, that if the parties cannot agree on such third party, then the
         dispute shall be resolved by arbitration pursuant to the commercial
         arbitration rules then in effect for the American Arbitration
         Association ("ARBITRATION"). The losing party shall pay the costs of
         the third party or arbitrator, whichever is applicable. If Landlord is
         obligated to reimburse Tenant for the actual cost and fails to do so as
         provided in this subsection, such amount shall accrue interest at the
         rate of fifteen percent (15.00%) per annum until paid in full. If such
         amounts owing from Landlord to Tenant are not paid within thirty (30)
         days following the due date of such payment, Tenant shall have
         abatement rights as set forth in Section 29(f) of this Lease.

                  (d) Landlord acknowledges that certain of the Landlord
         Obligations may have to be made on an expedited basis due to a material
         disruption of Tenant's business operations caused by such condition,
         which condition shall be referred to as an "EMERGENCY CONDITION." In
         this regard, in the event an Emergency Condition relating to a Landlord
         Obligation exists, Tenant shall deliver to Landlord, by facsimile, a
         written notice ("EMERGENCY NOTICE") describing such Emergency
         Condition. In the event that Landlord fails to commence repair of the
         Emergency Condition within forty-eight (48) hours (if such situation
         occurs during non-business hours, Tenant shall utilize Landlord's
         paging system, the procedure for which shall be provided to Tenant
         prior to the Commencement Date), Tenant, using license contractors
         and/or persons which are qualified to perform such tasks in compliance
         with applicable laws, shall have the right to perform the Landlord
         Obligation; provided, however, such repairs shall be limited to the
         temporary remediation of such Emergency Condition and Landlord shall
         thereafter be responsible for the full repair of such condition.
         Landlord shall reimburse Tenant's actual expenses incurred in making
         such temporary remediation repairs within fifteen (15) days following
         Landlord's receipt of written demand and supporting invoices. If such
         repayment is not made within such fifteen (15) day period, such amount
         shall accrue interest at the rate of fifteen percent (15.00%) per annum
         until paid in full. If such amounts owing from Landlord to Tenant are
         not paid within thirty (30) days following the due date of such
         payment, Tenant shall have abatement rights as set forth in Section
         29(f) of this Lease.

                  (e) If Tenant has provided Landlord with the notice described
         in Section 11(d) and/or (e) of this Lease, Tenant may not thereafter
         utilize the provisions of Sections 29(c) and 29(d) for the same event.


                                       30








<PAGE>



                  (f) In the event that Landlord has not reimbursed amounts
         owing to Tenant pursuant to Sections 11(d), 11(e), 29(c) and/or 29(d)
         of this Lease within thirty (30) days following the due date for such
         payment, Tenant shall be entitled to offset such amount due and owing
         from the next payment of Base Rent due and payable under this Lease.
         Such offset right shall continue until all amounts owing are paid in
         full.

30.      OPTION TO EXPAND

         Tenant desires to have certain expansion rights with regard to the
         remaining vacant space within the Building, hereinafter referred to as
         the "EXPANSION SPACE." Landlord is willing to grant such expansion
         rights in accordance with the terms and conditions of this Section.

                  (a) At any time between the Lease Date and August 1, 1998
         ("OPTION WINDOW"), Tenant shall have the right to expand ("OPTION TO
         EXPAND") the Premises to include the Expansion Area by providing
         Landlord with written notice ("EXPANSION NOTICE") of such election;
         provided, however, that if Tenant is in material default beyond any
         applicable cure period under the Lease on the date of giving such
         notice, such notice shall be null and void at the election of Landlord.

                  (b) If Tenant elects to exercise its Option to Expand, the
         Expansion Space shall be deemed to be leased under all the terms and
         conditions of this Lease and shall constitute a portion of the
         "Premises" for all purposes, and the term of Tenant's lease of the
         Expansion Space shall be coterminous with the term of this Lease with
         respect to the original Premises. The date that is the sooner to occur
         of the date that Landlord Substantially Completes the leasehold
         improvements pursuant to the Expansion Space Work Letter Agreement (as
         hereinafter defined), the date that the Expansion Space would have been
         Substantially Complete absent Tenant delays, or the date that Tenant
         commences occupancy of the Expansion Space, is hereinafter referred to
         as the "OCCUPANCY DATE." To the extent reasonably requested by
         Landlord, Tenant shall execute an amendment to this Lease evidencing
         the lease of the Expansion Space.

                  (c) The Base Rent for the Expansion Space shall be the Base
         Rent for the original Premises, on a per square foot of rentable area
         basis, and shall be subject to increase at the same times and in the
         same manner as Base Rent is adjusted pursuant to Section 5 of the
         Lease. Tenant's obligation to pay Base Rent and other rent respecting
         the Expansion Space shall commence on the Occupancy Date.

                  (d) As a condition to Tenant's right to expand into the
         Expansion Space, Tenant shall continue, both before and after the
         exercise of the option to expand, to occupy the Premises originally
         demised under this Lease, and furthermore, as of the time of the
         exercise of the option, and at the time Tenant takes possession of such
         Expansion Space, Tenant shall not be in default under this Lease,
         unless waived by Landlord.

                  (e) Within ten (10) days following Landlord's receipt of the
         Expansion Notice, and as a condition precedent to the lease of the
         Expansion Space to Tenant, Tenant and Landlord shall enter into a work
         letter agreement ("EXPANSION SPACE


                                       31








<PAGE>



         WORK LETTER AGREEMENT") which shall be in a form similar to the Work
         Letter Agreement. Among other provisions, the Expansion Space Work
         Letter Agreement shall provide that the Occupancy Date shall occur on
         the latter of (i) the date that improvements described by the Expansion
         Space Work Letter Agreement are Substantially Complete (as defined in
         Section 3 of this Lease), or (ii) the Commencement Date for the
         Premises. Tenant delays affecting the construction of the improvements
         pursuant to the Expansion Space Work Letter Agreement shall not extend
         Tenant's obligation to pay Base Rent for the Expansion Space on the
         Occupancy Date. The Expansion Space Work Letter Agreement shall also
         provide that Landlord grants Tenant an amount equal to the Allowance
         (as defined in the Work Letter Agreement), expressed on a per rentable
         square foot basis, multiplied by the rentable square footage of the
         Expansion Space, to be utilized for the cost of such construction.

                  (f) As of the Occupancy Date, the Tenant's Share used for
         purposes of calculating Direct Expenses shall be increased in order to
         reflect the addition of the Expansion Space to the Premises.

31.      FIRST RIGHT OF REFUSAL

                  (a) Tenant desires to have certain first right of refusal
         ("FIRST RIGHT OF REFUSAL") rights with regard to the remaining vacant
         portion of the Building, or any portion thereof, which space is
         hereinafter referred to as the "FRR SPACE." Landlord is willing to
         grant such in accordance with the terms and conditions of this Section.

                  (b) Landlord shall notify Tenant in writing ("INTERESTED PARTY
         NOTICE") of any third party ("INTERESTED PARTY") who expresses a bona
         fide interest in leasing the FRR Space, or any portion thereof, as
         evidenced by a proposed letter of intent, or similar document,
         submitted to Landlord by the Interested Party, which Landlord is
         willing to accept. The Interested Party Notice shall include a copy of
         said letter of intent or similar such document. Landlord, using its
         good faith efforts, shall provide Tenant with at least fourteen (14)
         days prior notice ("PRE-ACCEPTANCE NOTICE") of its intent to accept an
         offer from an Interested Party. For a period of seven (7) days
         following Tenant's receipt of the Interested Party Notice (if Landlord
         has not delivered a Pre-Acceptance Notice with regard to such
         Interested Party, such period shall be extended to fourteen (14) days
         following the Tenant's receipt of the Interested Party Notice), Tenant
         may exercise its First Right of Refusal to lease the FRR Space by
         providing Landlord with written notice of such election ("ELECTION
         NOTICE"); provided, however, that if Tenant is in material default
         beyond any applicable cure period under this Lease on the date of
         giving such notice, such notice shall be null and void at the election
         of Landlord. The failure of Tenant to deliver the Election Notice to
         Landlord within such time period shall be deemed Tenant's waiver of the
         Right of Refusal and Landlord shall be free to lease the space
         identified in the Interested Party Notice to the Interested Party.

                  (c) Subject to subsection (i) below, if Tenant elects to
         exercise its Right of Refusal, the FRR Space shall be deemed to be
         leased under all the terms and conditions of this Lease and shall
         constitute a portion of the "Premises" for all purposes, and the


                                       32







<PAGE>



         term of Tenant's lease of the FRR Space shall be coterminous with the
         term of this Lease with respect to the original Premises. The date that
         is the sooner to occur of the day that Landlord Substantially Completes
         the leasehold improvements pursuant to the FRR Space Work Letter, the
         date that the FRR Space would have been completed absent Tenant delays,
         or the day that Tenant commences occupancy of the FRR Space, is
         hereinafter referred to as the "OCCUPANCY DATE". To the extent
         reasonably required by Landlord, Tenant shall execute an amendment to
         this Lease evidencing the lease of the FRR Space.

                  (d) The Base Rent for the FRR Space shall be the Base Rent for
         the original Premises, on a per square foot of rentable area basis, and
         shall be subject to increase at the same times and in the same manner
         as Base Rent is adjusted pursuant to Section 5 above. Tenant's
         obligation to pay Base Rent and other rent respecting the FRR Space
         shall commence on the Occupancy Date.

                  (e) As a condition to Tenant's right to expand into the FRR
         Space, Tenant shall continue, both before and after this exercise of
         the First Right of Refusal, to occupy the Premises originally demised
         under this Lease, and furthermore, as of the time of the exercise of
         the option, and at the time Tenant takes possession of such FRR Space,
         Tenant shall not be in default under this Lease unless waived by
         Landlord.

                  (f) Within ten (10) days following Landlord's receipt of the
         Election Notice, and as a condition precedent to the lease of the FRR
         Space to Tenant, Tenant and Landlord shall enter into a work letter
         agreement ("FRR SPACE WORK LETTER AGREEMENT") which shall be in a form
         similar to the Work Letter Agreement. Among other provisions, the FRR
         Space Work Letter Agreement shall provide that the Occupancy Date which
         shall occur on the date that the improvements described by the FRR
         Space Work Letter Agreement are Substantially Complete (as defined in
         Section 3 of this Lease). Tenant delays affecting the construction of
         the improvements pursuant to the FRR Space Work letter shall not extend
         Tenant's obligation to pay Base Rent for the FRR Space on the Occupancy
         Date. The FRR Space Work Letter shall also provide that Landlord grants
         Tenant an amount equal to the unamortized (using the original term as
         an amortization period, on a straight line basis) portion of the
         Allowance (as defined in the Work Letter), expressed on a per rentable
         square foot basis, multiplied by the rentable square footage of the FRR
         Space, to be utilized for the cost of such construction.

                  (g) As of the Occupancy Date, the Tenant's Share used for
         purposes of calculating Direct Expenses shall be increased in order to
         reflect the addition of the FRR Space to the Premises.

                  (h) In the event that Tenant elects or is deemed to have
         elected to not exercise its Right of Refusal and Landlord and the
         Interested Party have not entered into a lease agreement within one
         hundred twenty (120) days following the date of such election by
         Tenant, the FRR Space shall remain subject to Tenant's First Right of
         Refusal. Tenant's rights as provided in this Section 31 shall not
         terminate if Tenant fails to exercise its right of refusal, but shall
         continue throughout the Terms, including any renewal terms, if and when
         the FRR Space thereafter becomes reasonable.


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<PAGE>



                  (i) Notwithstanding the provisions of subsections (c), (d) and
         (f) above, in the event that the Interested Party Notice is delivered
         at any time after the first three hundred sixty-five (365) days
         following the Commencement Date, and Tenant delivers an Election Notice
         to Landlord, Tenant and Landlord shall enter into a new lease
         agreement, prepared by Landlord, upon the exact terms and conditions
         set forth in the Interested Party Notice within twenty-one (21) days
         following Landlord's receipt of the Interested Party Notice. In the
         event that Landlord and Tenant are unable to reach agreement upon such
         terms within such time period, the Election Notice shall be deemed null
         and void, and Landlord shall be free to negotiate with the Interested
         Party subject to the provisions of subsection (h) above. In the event
         that this subsection (i) is applicable, subsections (c), (d) and (f)
         above shall not be applicable to Tenant's exercise of its First Right
         of Refusal.

32.      FIRST RIGHT OF OFFER

         Following the initial leasing of the entire Building, at any time
         thereafter during (the term of the Lease, upon Landlord's determination
         to lease any Vacant Space within the Building, Landlord shall first
         deliver to Tenant a written notice of such availability ("VACANT SPACE
         NOTICE"). For a period of fifteen (15) days following Tenant's receipt
         of the Vacant Space Notice, Tenant shall have the right to negotiate
         with Landlord regarding the lease of the Vacant Space; provided,
         however, Landlord makes no representation or warranty regarding the
         then market rate which Landlord would be willing to accept or the
         likelihood of reaching agreement upon any lease documentation. In the
         event that Landlord and Tenant do not reach agreement upon such terms
         and conditions regarding such vacant space within such fifteen (15) day
         period for any reason, Landlord shall be free to negotiate with any
         third party the lease of such space, and Tenant shall have no further
         obligation with regard thereto, except as provided in Section 31 of
         this Lease. For the purpose of this Section, "VACANT SPACE" shall mean
         (1) no bona fide written lease agreement exists relative to such space,
         or (2) such space is due to become vacant because a tenant's lease has
         or will expire with no renewal provision.

33.      OPTION TO EXTEND

         At the expiration of the original term hereof, Tenant may extend this
         Lease for two (2) successive five (5) year terms ("EXTENDED TERMS") by
         giving Landlord written notice ("EXTENSION NOTICE") of its intention to
         do so at least twelve (12) months prior to the expiration of the
         original term or first Extended Term, as applicable; provided, however,
         that Tenant is not in material default beyond any applicable cure
         period under the Lease on the date of giving such notice or on the date
         of commencement of the extended term. Such Extended Terms shall be upon
         all of the terms and conditions of this Lease, except that the
         following rights of Tenant during the original term of this Lease shall
         not apply during such extension period: (a) any right to rent-free
         possession, (b) any right to further extension of the term of the Lease
         beyond the Extended Terms set forth hereinabove, (c) any right to
         continue to pay the same Base Rent and (d) any limitation on increases
         in expenses payable by Tenant. Landlord and Tenant hereby acknowledge
         and agree that the Base Rent during each Extended Term shall be the
         "PREVAILING RATE" for the Premises, as determined in accordance with
         this Section.


                                       34








<PAGE>



         Within fifteen (15) days following Landlord's receipt of the Extension
         Notice, Landlord shall deliver a written notice ("EXTENSION NOTICE") to
         Tenant setting forth Landlord's estimation of the Prevailing Rate for
         the Premises. The parties shall have until the date that is ten (10)
         months prior to the date that the original term, or first Extended
         Term, as applicable, will expire in order to agree on Base Rent during
         such Extended Term. If the parties agree on the Base Rent for the
         Extended Term during that period, they shall immediately execute an
         amendment to this Lease stating the Base Rent. If the parties are
         unable to agree on Base Rent for such Extended Term during that period,
         for a period of ten (10) days thereafter, by providing Landlord with
         written notice, Tenant may elect to (i) withdraw its Extension Notice,
         in which case Tenant shall no longer have any extension rights pursuant
         to this Section 33, or (ii) cause the Prevailing Rate to be established
         by appraisal. The failure of Tenant to make such election within five
         (5) days following Tenant's receipt of written notice from Landlord
         indicating that Tenant has not made such election shall be deemed
         Tenant's election to proceed under subsection (i) above. In the event
         the appraisal procedure is utilized, Landlord and Tenant shall each
         appoint one appraiser at least eight (8) months prior to the expiration
         of the original term; provided, however, that if either party fails to
         designate an appraiser within the time period specified, then the
         appraiser who is designated shall conclusively determine the Prevailing
         Rate. If two (2) appraisers are designated, then they shall submit
         within thirty (30) days after the second thereof has been designated
         their appraisals of the Prevailing Rate. Landlord and Tenant intend
         that the "Prevailing Rate" shall be deemed to be the rent per square
         foot of rentable area of office space that is then being charged for as
         renewal rates office space located in Class "A" office buildings in the
         vicinity of the Building (located within the Broomfield submarket) that
         are comparable in quality and offer similar amenities to the Building
         and involving leases with similar terms and conditions, and involving
         the use of the premises for general office purposes. The office spaces
         used for comparison shall be comparable in size, quality and design to
         the Premises, and such office spaces used for comparison shall be
         comparable to the Premises with respect to their location within such
         buildings. Should the two appraisers be unable to agree within said
         thirty (30) days, the two appraisers shall each submit an independent
         written appraisal and together they shall designate one (1) additional
         person as appraiser within five (5) days following the expiration of
         said thirty (30)-day period; provided, however, that if the difference
         between the two appraisals is five percent (5%) or less of the lowest
         appraisal, then an additional appraiser shall not be designated and the
         Prevailing Rate shall equal the average of the two (2) appraisals that
         are submitted. The third appraiser shall submit an independent written
         appraisal within thirty (30) days following his or her appointment. If
         the two appraisers cannot agree upon a third appraiser, then either
         party hereunder may request that any District Court Judge of the County
         in which the Premises is located appoint such third appraiser. The
         Prevailing Rate shall be equal to the average of the two (2) written
         appraisals which are closest, and the third (3rd) appraisal shall be
         disregarded. Each party shall bear the cost of the appraiser appointed
         by it. If three (3) appraisers are appointed, each party shall bear the
         cost of the appraiser appointed by it and the parties shall share
         equally in the cost of the third appraiser. No person shall be
         appointed or designated an appraiser unless he or she is (i) an
         independent appraiser who is a currently certified member of the
         American Institute of Real Estate Appraisers (with MAI designation) and
         unless he or she has at least five (5)



                                       35








<PAGE>



         years' experience as an appraiser in the County which the Premise is
         located, or (ii) a real estate broker with a minimum of at least ten
         (10) years' experience in leasing of commercial office space in the
         vicinity of the Project. The third appraiser shall not have ever been
         employed (full-time or part-time or on a consulting basis) by Landlord
         or Tenant. In the event that the Prevailing Rate is not established
         before the commencement of such Extended Term, Tenant shall continue to
         pay the Base Rent then in effect; when the Prevailing Rate has been
         established, the new Base Rent shall be retroactively effective as of
         the beginning of such Extended Term, and Tenant shall pay Landlord any
         deficiency within thirty (30) days after the establishment of the new
         Base Rent. If Tenant has overpaid Base Rent during such period such
         overpayment shall be offset against Rent thereafter coming due.

34.      HAZARDOUS MATERIALS

                  (a) For the purpose of this Section 34(a) and this Lease, the
         following terms are defined as follows:

                           (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 statute, code, ordinance,
                  regulation, rule or order, and any amendment thereto,
                  including for example only and without limitation, the
                  Comprehensive Environmental Response Compensation and
                  Liability Act, 42 U.S.C. Section 9601 et seq., and the
                  Resource Conservation and Recovery Act, 42 U.S.C. Section 6901
                  et seq., or (B) that is toxic, explosive, corrosive,
                  flammable, radioactive, carcinogenic, dangerous or otherwise
                  hazardous, including for example only and without limitation,
                  gasoline, diesel, petroleum hydrocarbons, polychlorinated
                  biphenyls (PCBs), asbestos, radon and urea formaldehyde foam
                  insulation.

                           (2) "ENVIRONMENTAL REQUIREMENTS" shall mean all
                  present and future governmental statutes, codes, ordinances,
                  regulations, rules, orders, permits, licenses, approvals,
                  authorizations and other requirements of any kind applicable
                  to Hazardous Materials.

                           (3) "HANDLE," "HANDLED," or "HANDLING" shall mean any
                  installation, handling, generation, storing, treatment, use,
                  disposal, discharge, release, manufacture, refinement,
                  presence, migration, emission, abatement, removal,
                  transportation, or any other activity of any type in
                  connection with or involving Hazardous Materials by Tenant or
                  its officers, employees, contractors, assignees, sublessees,
                  agents or invitees. The word "contractors" which is contained
                  in the preceding sentence shall not include any contractor
                  which installs the Tenant Improvements or improvements
                  constructed for the Expansion Space (as defined below).

                           (4) "ENVIRONMENTAL LOSSES" shall mean all costs and
                  expenses of any kind, damages, foreseeable and unforeseeable
                  consequential


                                       36







<PAGE>



                  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 covenants and warrants that it shall, at its own
         expense, promptly take all actions required by any governmental agency
         or entity in connection with the Handling of Hazardous Materials by
         Tenant at or about the Premises, Building or Project, including without
         limitation, inspection and testing, performing all cleanup, removal and
         remediation work required with respect to those Hazardous Materials
         introduced, released, or deposited by Tenant, complying with all
         closure requirements and post-closure monitoring, and filing all
         required reports or plans. All of the foregoing work and all Handling
         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 Landlord's use,
         operation, leasing and sale of the Project and other tenants' quiet
         enjoyment of their premises in the Property. 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 of Hazardous Materials at or about the
         Premises, Building or Project by Tenant. Tenant shall remove at its own
         expense, by bond or otherwise, all liens or charges of any kind filed
         or recorded against the Premises, Building or Project in connection
         with the Handling by Tenant, its agents, employees, contractors and/or
         subcontractors, of Hazardous Materials, within ten (10) days after the
         filing or recording of such lien or charge, and if Tenant fails to do
         so, Landlord shall have the right, but not the obligation, to remove
         the lien or charge at Tenant's expense in any manner Landlord deems
         expedient.

                  (c) Landlord shall have the right, but not the obligation, to
         enter the Premises at any reasonable time, upon prior notice (except in
         the case of emergency), (i) to confirm Tenant's compliance with the
         provisions of this Section, and (ii) to perform Tenant's obligations
         under this Section if Tenant has failed to do so. Landlord shall also
         have the right to engage qualified Hazardous Materials consultants to
         inspect the Premises and review the Handling of Hazardous Materials,
         including review of all permits, reports, plans, and other documents
         regarding same. If Landlord engages a consultant upon the reasonable,
         good faith belief that Tenant is in violation of its obligations under
         this Section 30, Tenant shall pay 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.

                  (d) Landlord represents and warrants to Tenant that, to the
         best of Landlord's actual current knowledge, as of the Commencement
         Date, the Building, and the real property on which such improvements
         are constructed, do not contain any Hazardous Materials in violation of
         Environmental Requirements.



                                       37








<PAGE>



35.      GENERAL PROVISIONS

                  (a) Plats and Exhibits. Clauses, plats and exhibits, if any,
         signed by the Landlord and the Tenant endorsed on or affixed to this
         Lease are a part hereof.

                  (b) Waiver. The waiver by Landlord or Tenant of any term,
         covenant or condition herein contained shall not be deemed to be a
         waiver of such term, covenant or condition on any subsequent breach of
         the same or any other term, covenant or condition herein contained. The
         subsequent acceptance of rent hereunder by Landlord shall not be deemed
         to be a waiver of any preceding breach by Tenant of any term, covenant
         or condition of this Lease, other than the failure of the Tenant to pay
         the particular rental so accepted, regardless of Landlord's knowledge
         of such preceding breach at the time of the acceptance of such rent.

                  (c) Joint Obligation. If there be more than one (1) Tenant,
         the obligations hereunder imposed upon Tenants shall be joint and
         several.

                  (d) Marginal Headings. The marginal headings and Article
         titles to the Articles of this Lease are not a part of this Lease and
         shall have no effect upon the construction or interpretation of any
         part hereof.

                  (e) Time. Time is of the essence of this Lease and each and
         all of its provisions in which performance is a factor.

                  (f) Successors and Assigns. The covenants and conditions
         herein contained, subject to the provisions as to assignment, apply to
         and bind the heirs, successors, executors, administrators and assigns
         of the parties hereto.

                  (g) Recordation. Neither Landlord nor Tenant shall record this
         Lease or a short form memorandum hereof without the prior written
         consent of the other party.

                  (h) Quiet Possession. Upon Tenant paying the rent reserved
         hereunder and observing and performing all of the covenants, conditions
         and provisions on Tenant's part to be observed and performed hereunder,
         Tenant shall have quiet possession of the Premises for the entire term
         hereof, subject to all the provisions of this Lease.

                  (i) Limitation on Liability. In consideration of the benefits
         accruing hereunder, Tenant and all successors and assigns covenant and
         agree that, in the event of any actual or alleged failure, breach or
         default hereunder by Landlord: (1) Tenant's sole and exclusive recourse
         shall be against Landlord's interest in the Building and Tenant shall
         not have any right to satisfy any judgment which it may have against
         Landlord from any other assets of Landlord, (2) No partner,
         stockholder, director, officer, employee, beneficiary or trustee
         (collectively, "PARTNER") of Landlord shall be sued or named as a party
         in any suit or action (except as may be necessary to secure
         jurisdiction over Landlord); (3) No service of process shall be made
         against any Partner of Landlord (except as may be necessary to secure
         jurisdiction over Landlord); (4) No Partner of Landlord shall be
         required to answer or otherwise plead to any service of process; and
         (5) No judgment will be taken against any Partner of Landlord.


                                       38








<PAGE>



                  (j) Late Charges. Tenant hereby acknowledges that late payment
         by Tenant to Landlord of rent or other sums due hereunder will cause
         Landlord to incur costs not contemplated by this Lease, the exact
         amount of which will be extremely difficult to ascertain. Such costs
         include, but are not limited to, processing and accounting charges, and
         late charges which may be imposed upon Landlord by terms of any
         mortgage or trust deed covering the Premises. Accordingly, if any
         installment of rent or of a sum due from Tenant shall not be received
         by Landlord or Landlord's designee within ten (10) days after Tenant's
         receipt of written notice that such amount is past due, then Tenant
         shall pay to Landlord a late charge equal to five percent (5%) of such
         overdue amount. The parties hereby agree that such late charges
         represent a fair and reasonable estimate of the cost that Landlord will
         incur by reason of the late payment by Tenant. Acceptance of such late
         charges by the Landlord shall in no event constitute a waiver of
         Tenant's default with respect to such overdue amount, nor prevent
         Landlord from exercising any of the other rights and remedies granted
         hereunder.

                  (k) Prior Agreements. This Lease contains all of the
         agreements of the parties hereto with respect to any matter covered or
         mentioned in this Lease, and no prior agreements or understanding
         pertaining to any such matters shall be effective for any purpose. No
         provision of this Lease may be amended or added to, except by an
         agreement in writing signed by the parties hereto or their respective
         successors in interest. This Lease shall not be effective or binding on
         any party until fully executed by both parties hereto.

                  (l) Attorneys' Fees. If any action for breach of or to enforce
         the provisions of this Lease is commenced, the court in such action
         shall award to the party in whose favor a judgment is entered, a
         reasonable sum as attorneys' fees and costs. The losing party in such
         action shall pay such attorneys' fees and costs. Each party shall also
         indemnify the other party against and hold the other party harmless
         from all costs, expenses, demands and liability the other party may
         incur if the other party becomes or is made a party to any claim or
         action (a) instituted by the indemnifying party against any third
         party, or by any third party against the indemnifying party, or by or
         against any person holding any interest under or using the Project by
         license of or agreement with the indemnifying party; (b) for
         foreclosure of any lien for labor or material furnished to or for the
         indemnifying party or such other person; (c) otherwise arising out of
         or resulting from any act or transaction of the indemnifying party or
         such other person; or (d) necessary to protect the other party's
         interest under this Lease in a bankruptcy proceeding, or other
         proceeding under Title 11 of the United States Code, as amended. The
         indemnifying party shall defend the other party against any such claim
         or action at the indemnifying party's expense with counsel reasonably
         acceptable to the other party, or at the other party's election, the
         indemnifying party shall reimburse the other party for any reasonable
         legal fees or costs the other party incurs in any such claim or action.

                  (m) Inability to Perform. This Lease and the obligations of
         Tenant hereunder shall not be affected or impaired because the Landlord
         is unable to fulfill any of its obligations or furnish services and
         utilities hereunder or is delayed in doing so, if such inability or
         delay is caused by reason of acts of God, strikes, lockouts, labor
         troubles, inability to procure materials, governmental laws or
         regulations, governmental requests


                                       39








<PAGE>




         for the general public welfare, or other causes beyond the reasonable
         control of Landlord, provided that Landlord shall use its commercially
         reasonable efforts to minimize any such delay.

                  (n) Modification For Lender. If, in connection with obtaining
         construction, interim or permanent financing for the Building, the
         lender shall request reasonable modifications to this Lease as a
         condition to such financing, following consultation with legal counsel,
         Tenant will not unreasonably withhold, delay or defer its consent
         thereto, provided that such modifications do not increase the
         obligations of Tenant hereunder or materially adversely affect the
         leasehold interest hereby created or Tenant's rights hereunder.

                  (o) Sale of Premises by Landlord. In the event of any sale of
         the Building, Landlord shall be and is hereby entirely freed and
         relieved of all liability under any and all of its covenants and
         obligations contained in or derived from this Lease arising out of any
         act, occurrence or omission occurring after the consummation of such
         sale; and the purchaser, at such sale or any subsequent sale of the
         Premises shall be deemed, without any further agreement between the
         parties or their successors in interest or between the parties and any
         such purchaser, to have assumed and agreed to carry out any and all of
         the covenants and obligations of the Landlord under this Lease.

                  (p) Subordination, Attornment.

                           (1) This Lease is and shall be subordinate to any
                  encumbrance now of record or recorded after the date of this
                  Lease affecting the Building, other improvements, and land of
                  which the Premises are a part. Such subordination is effective
                  without any further act of Tenant. If any mortgagee, trustee,
                  or ground lessor shall elect to have this Lease and any
                  options granted hereby prior to the lien of its mortgage, deed
                  of trust, or ground lease, and shall give written notice
                  thereof to Tenant, this Lease and such options shall be deemed
                  prior to such mortgage, deed of trust, or ground lease,
                  whether this Lease or such options are deeded prior or
                  subsequent to the date of said mortgage, deed of trust, or
                  ground lease, or the date of recording thereof.

                           (2) In the event any proceedings are brought for
                  foreclosure, or in the event of a sale or exchange of the real
                  property on which the Building is located, or in the event of
                  the exercise of the power of sale under any mortgage or deed
                  of trust made by Landlord covering the Premises. Tenant shall
                  attorn to the purchaser upon any such foreclosure and sale and
                  recognize such purchaser as the Landlord under this Lease.

                           (3) Tenant agrees to execute any documents required
                  to effectuate an attornment or to make this Lease or any
                  options granted herein prior to the lien of any mortgage, deed
                  of trust, or ground lease, as the case may be.

                           (4) Landlord agrees that Tenant's obligations to
                  subordinate under this Section to any existing and future
                  ground lease, mortgage, or deed of trust shall be


                                       40








<PAGE>



                  conditioned upon Tenant's receipt of a non-disturbance
                  agreement from the party requiring such subordination (which
                  party is referred to for the purposes of this Section as the
                  "SUPERIOR LIENOR"). Such non-disturbance agreement shall
                  provide, at a minimum, that Tenant's possession of the
                  Premises shall not be interfered with following a foreclosure,
                  provided Tenant is not in default beyond any applicable cure
                  periods. Landlord's obligation with respect to such a
                  non-disturbance agreement shall be limited to obtaining the
                  non-disturbance agreement in such form as the Superior Lienor
                  generally provides in connection with its standard commercial
                  loans, however, Tenant shall have the right to negotiate, and
                  Landlord shall use its good faith efforts and due diligence in
                  assisting Tenant in the negotiation of, revisions to that
                  non-disturbance directly with the Superior Lienor. Tenant
                  agrees to use its good faith efforts to reach agreement with
                  the Superior Lienor upon acceptable terms and conditions of a
                  non-disturbance agreement.

                  (q) Name. Tenant shall not use the name of the Building or of
         the development in which the Building is situated for any purpose other
         than as an address of the business to be conducted by the Tenant in the
         Premises, except that Tenant may use the Building's name in any of
         Tenant's promotional material.

                  (r) Separability. Any provision 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 provision shall
         remain in full force and effect.

                  (s) Cumulative Remedies. No remedy or election hereunder shall
         be deemed exclusive, but shall, wherever possible, be cumulative with
         all other remedies at law or in equity. (xx) Choice of Law. This Lease
         shall be governed by the laws of the state, in which the Premises are
         located.

                  (t) Signage. To the extent consistent with (i) any covenants,
         conditions and restrictions encumbering the Building, and (ii)
         applicable laws, statutes and ordinances, Tenant shall be entitled to
         primary Building signage ("BUILDING SIGNAGE") and non-exclusive
         monument signage at the Building ("MONUMENT SIGNAGE"), provided that
         Landlord has approved, in writing, the configuration, size, character,
         materials and location of such signage. The cost of installing the
         Building Signage shall be paid for by Landlord out of Tenant's
         Allowance pursuant to the Work Letter Agreement. The cost of the base
         structure that the Monument Signage is affixed shall be the
         responsibility of Landlord. The maintenance and repair of all such
         signage shall be a Direct Expense allocable to Tenant. Tenant shall be
         responsible for the cost of removal of the Building Signage upon the
         expiration or earlier termination of this Lease.

                  (u) State Law Conflict. To the maximum extent permitted under
         the laws of the State of Colorado, the parties agree that the
         provisions of this Lease shall control any inconsistency and/or
         conflict with any law of the State of Colorado.

                  (v) Surrender of Premises. On the expiration of this Lease, or
         within five (5) days after the earlier termination of the term, Tenant
         shall surrender to Landlord the


                                       41








<PAGE>



         Premises in good condition (except for ordinary wear and tear and
         repair and maintenance which is the obligation of Tenant and damage
         and/or destruction which is not the obligation of Tenant to repair
         pursuant to the provisions of this Lease).

36.      BROKERS

         Each party warrants that it has had no dealings with any real estate
         broker or agent in connection with the negotiation of this Lease,
         excepting only Cushman & Wakefield and Staubach Company ("BROKERS"),
         and it knows of no other real estate broker or agent who is entitled to
         a commission in connection with this Lease. Landlord shall pay a
         leasing commission to the Brokers in accordance with separate
         documentation.

37.      NOTICE

         All notices and demands required to be sent to the Landlord or Tenant
         under the terms of this Lease shall be personally delivered or sent by
         certified mail, postage prepaid or by overnight courier (i.e., Federal
         Express), to the addresses indicated in the Basic Lease Information, or
         to such other addresses as the parties may from time to time designate
         by notice pursuant to this paragraph. In addition, prior to the
         Commencement Date, notices to Tenant shall be sent to Ms. Barb Madden,
         Associate Director, Facilities, Abacus Direct Corporation, 8774 Yates
         Drive, Westminster, Colorado 80030. Notices shall be deemed received
         upon the earlier of (i) if personally delivered, the date of delivery
         to the address of the person to receive such notice (ii) if mailed, two
         (2) days following the date of posting by the U.S. Postal Service, and
         (iii) if by overnight courier, on the business day following the
         deposit of such notice with such courier.

The parties hereto have executed this Lease at the place and on the dates
specified immediately adjacent to their respective signatures. If this Lease has
been filled in, it has been prepared for submission to your attorney for his
approval. No representation or recommendation is made by the real estate broker
or its agents or employees as to the legal sufficiency, legal effect, ortax
consequences of this Lease or the transactions relating thereto.

<TABLE>
<S>                                            <C>
LANDLORD:                                      TENANT:

WESTERN STATES VENTURES, LLC, a                ABACUS DIRECT CORPORATION, a
California limited liability company           Delaware corporation

By:   /s/ DAVID L. BONUCCELLI                  By:  /s/ CARLOS SALA
      ---------------------------------            -------------------------------
      David L. Bonuccelli                          Carlos Sala

Its:  Managing Member                          Its: Chief Financial Officer

Date: 6-2-98                                   Date: 5-27-98

Address:  818 University Avenue                Address:  8774 Yates Drive
          Sacramento, California 95825                   Westminster, Colorado 80030

</TABLE>



                                       42







<PAGE>


                              RULES AND REGULATIONS

1.       Except as provided in the Lease, no sign, placard, picture,
         advertisement, name or notice shall be inscribed, displayed or printed
         or affixed on or to any part of the outside or inside of the Building
         without the written consent of Landlord first had and obtained and
         Landlord shall have the right to remove any such sign, placard,
         picture, advertisement, name or notice without notice to and at the
         expense of Tenant.

         All approved signs or lettering on doors shall be printed, painted,
         affixed or inscribed at the expense of Tenant by a person approved of
         by Landlord.

         Tenant shall not place anything or allow anything to be placed near the
         glass of any window, door, partition or wall which may appear unsightly
         from outside the Premises, however, that Landlord may furnish and
         install a building standard window covering at all exterior windows.
         Tenant shall not without prior written consent of Landlord cause or
         otherwise sunscreen any window.

2.       The sidewalks, halls, passages, exits, entrances, elevators and
         stairways shall not be obstructed by any of the tenants or used by them
         for any purpose other than for ingress and egress from their respective
         Premises.

3.       Tenant shall not alter any lock or install any new or additional locks
         or any bolts on any doors or windows of the Premises. In the event of
         the loss of any keys furnished by the Landlord, Tenant shall pay to the
         Landlord the cost thereof.

4.       The toilet rooms, 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 thrown therein
         and the expense of any breakage, stoppage or damage resulting from the
         violation of this rule shall be borne by the Tenant who or whose
         employees or invitees shall have caused it.

5.       Tenant shall not overload the floor of the Premises or in any way
         deface the Premises or any part thereof.

6.       Tenant may move furniture, freight or equipment into the Building
         without the prior notice to Landlord and all moving of the same into or
         out of the Building shall be done in a way to not unreasonably
         interfere with the other tenants of the Building. Landlord shall have
         the right to prescribe the weight, size and position of all safes and
         other heavy equipment brought into the Building and also the times and
         manner of moving the same in and out of the Building. Safes or other
         heavy objects shall, if considered necessary by Landlord, stand on
         supports of such thickness as is necessary to properly distribute the
         weight. Landlord will not be responsible for loss of or damage to any
         such safe or property from any cause and all damage done to the
         Building by moving or maintaining any such safe or other property shall
         be repaired at the expense of Tenant.

7.       Tenant shall not use, keep, or permit to be used or kept any foul or
         noxious gas or substance in the Premises, or permit to suffer the
         Premises to be occupied or used in a


                                       1






<PAGE>


         manner offensive or objectionable to the Landlord or other occupants of
         the Building by reason of noise, odors and/or vibrations, or interfere
         in any way with other tenants or those having business therein, nor
         shall any animals or birds be brought in or kept in or about the
         Premises or the Building.

8.       Excepting microwave cooking and incidental cooking for employees and/or
         subtenants of Tenant or a cafeteria installed by Tenant for its
         employees in accordance with Section 10 of the Lease, no cooking shall
         be done or permitted by any Tenant on the Premises, nor shall the
         Premises be used for the storage of merchandise, for washing clothes,
         for lodging, or for any improper, objectionable or immoral purposes.
         Tenant shall, in no event, allow cooking which omits a strong odor
         throughout the Building.

9.       Tenant shall not use or keep in the Promises or the Building any
         kerosene, gasoline or inflammable or combustible fluid or material, or
         use any method of heating or air conditioning other than that supplied
         by Landlord.

10.      Landlord will direct electricians as to where and how telephone and
         communication wires are to be introduced. No boring or cutting for
         wires will be allowed without the consent of the Landlord. The location
         of telephones, call boxes and other office equipment affixed to the
         Premises shall be subject to the approval of Landlord, not to be
         unreasonably withheld or delayed.

11.      On Saturdays, Sundays and legal holidays, and during non-Building hours
         set forth in the Lease, access to the Building or to the halls,
         corridors, elevators or stairways in the Building, or the Premises may
         be refused unless the person seeking access is known to the person or
         employee of the Building in charge and has a pass or is properly
         identified. The Landlord shall in no case be liable for damages for any
         error with regard to the admission to or exclusion from the Building of
         any person. In case of invasion, mob, riot, public excitement, or other
         commotion, the Landlord reserves the right to prevent access to the
         building during the continuance of the same by closing of the doors or
         otherwise, for the safety of the tenants and protection of property in
         the Building and the Building.

12.      Landlord reserves the right to exclude or expel from the Building any
         person who, in the judgment of the Landlord, is intoxicated or under
         the influence of liquor or drugs, or who shall in any manner do any act
         in violation of any of the rules and regulations of the Building.

13.      No vending machine or machines of any description shall be installed,
         maintained or operated upon the Premises without the written consent of
         the Landlord.

14.      Tenant shall not disturb, solicit, or canvass any occupant of the
         Building and shall cooperate to prevent same; provided, however, Tenant
         shall be entitled to market the business operations of Tenant at the
         Premises, in a professional manner, to other tenants within the
         Building.

15.      Landlord shall have the right to control and operate the public
         portions of the Building, and the public facilities, and heating and
         air conditioning, as well as facilities furnished


                                       2






<PAGE>



         for the common use of the tenants, in such manner as it deems best for
         the benefit of the tenants generally.

16.      All entrance doors in the premises shall be left locked when the
         Premises are not in use, and all doors opening to public corridors
         shall be kept closed except for normal ingress and egress from the
         Premises.

17.      No employee of Tenant shall be permitted to smoke within fifty (50)
         feet of the main and secondary entrance to the Building.


                                       3