<PAGE>

                                                                   EXHIBIT 10.19




                             LEASE OF OFFICE SPACE



                                   LANDLORD:
                           BROOKFIELD REPUBLIC INC.



                                    TENANT:
                            INTEK INFORMATION, INC.



                                   PREMISES
                                      IN
                                REPUBLIC PLAZA
                                DENVER,COLORADO

                                       1
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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                 <C>
ARTICLE 1.00 DEFINITIONS........................................................................... 1

         1.01 Definitions.......................................................................... 1

ARTICLE 2.00 GRANT OF LEASE........................................................................ 2

         2.01 Grant................................................................................ 2

         2.02 Quiet Enjoyment...................................................................... 2

         2.03 Covenants of Landlord and Tenant..................................................... 2

ARTICLE 3.00 TERM AND POSSESSION................................................................... 3

         3.01 Term................................................................................. 3

         3.02 Early Occupancy...................................................................... 3

         3.03 Delayed Possession................................................................... 3

         3.04 Acceptance of Premises............................................................... 3

ARTICLE 4.00 RENT AND OCCUPANCY COSTS.............................................................. 4

         4.01 Annual Rent.......................................................................... 4

         4.02 Occupancy Costs...................................................................... 4

         4.03 Other Charges........................................................................ 4

         4.04 Payment of Rent-General.............................................................. 4

         4.05 Annual Rent-Early Termination........................................................ 4

         4.06 Payment-Occupancy Costs.............................................................. 4

ARTICLE 5.00 USE OF PREMISES....................................................................... 6

         5.01 Use.................................................................................. 6

         5.02 Compliance with Laws................................................................. 6

         5.03 Abandonment.......................................................................... 6

         5.04 Nuisance............................................................................. 6

         5.05 Sale of Goods from Premises.......................................................... 6
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                 <C>
ARTICLE 6.00 SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD..............................  6

         6.01 Operation of Building................................................................  6

         6.02 Services to Premises.................................................................  6

         6.03 Building Service.....................................................................  7

         6.04 Maintenance, Repair and Replacement..................................................  7

         6.05 Additional Services and Utilities....................................................  8

         6.06 Alterations by Landlord..............................................................  9

         6.07 Access by Landlord...................................................................  9

         6.08 Energy, Conservation and Security....................................................  9

ARTICLE 7.00 MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANTS...........................  9

         7.01 Condition of Premises................................................................  9

         7.02 Failure to Maintain Premises......................................................... 10

         7.03 Alterations by Tenant................................................................ 10

         7.04 Trade Fixtures and Personal Property................................................. 11

         7.05 Mechanic's Liens..................................................................... 11

         7.06 Signs................................................................................ 11

ARTICLE 8.00 TAXES................................................................................. 12

         8.01 Tenant's Pro Rata Share.............................................................. 12

         8.02 Other Tenant's Taxes................................................................. 12

         8.03 Right to Contest..................................................................... 12

ARTICLE 9.00 INSURANCE............................................................................. 12

         9.01 Landlord's Insurance................................................................. 12

         9.02 Tenant's Insurance................................................................... 13

ARTICLE 10.00 INJURY TO PERSON OR PROPERTY......................................................... 13

         10.01 Indemnity by Tenant................................................................. 13

         10.02 Subrogation......................................................................... 14
</TABLE>


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<TABLE>
<S>                                                                                                 <C>
ARTICLE 11.00 ASSIGNMENT AND SUBLETTING............................................................ 14

         11.01 Assignment.......................................................................... 14

         11.02 Subleasing.......................................................................... 14

         11.03 First Offer to Landlord............................................................. 15

         11.04 Limitation.......................................................................... 15

         11.05 Tenant's Obligations Continue....................................................... 16

         11.06 Subsequent Assignments.............................................................. 16

ARTICLE 12.00 SURRENDER............................................................................ 16

         12.01 Possession.......................................................................... 16

         12.02 Trade Fixtures, Personal Property and Improvements.................................. 16

         12.03 Merger.............................................................................. 16

         12.04 Payments After Termination or Notice............................................... 16

ARTICLE 13.00 HOLDING OVER......................................................................... 17

         13.01 Month to Month Tenancy.............................................................. 17

         13.02 Tenancy at Sufferance............................................................... 17

         13.03 General............................................................................. 17

ARTICLE 14.00 RULES AND REGULATIONS................................................................ 17

         14.01 Purpose............................................................................. 17

         14.02 Observance.......................................................................... 17

         14.03 Modification........................................................................ 18

         14.04 Non-Compliance...................................................................... 18

ARTICLE 15.00 EMINENT DOMAIN....................................................................... 18

         15.01 Taking of Premises.................................................................. 18

         15.02 Partial Taking of Building.......................................................... 18

         15.03 Surrender........................................................................... 19

         15.04 Partial Taking of Premises.......................................................... 19

         15.05 Awards.............................................................................. 19
</TABLE>

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<TABLE>
<S>                                                                                                 <C>
ARTICLE 16.00 DAMAGE BY FIRE OR OTHER CASUALTY..................................................... 20

         16.01 Limited Damage to Premises.......................................................... 20

         16.02 Major Damage to Premises............................................................ 20

         16.03 Abatement........................................................................... 20

         16.04 Major Damage to Building............................................................ 20

         16.05 Limitation on Landlord's Liability.................................................. 21

         16.06 Demolition or Substantial Renovation................................................ 21

ARTICLE 17.00 TRANSFERS BY LANDLORD................................................................ 21

         17.01 Sale, Conveyance and Assignment..................................................... 21

         17.02 Effect of Sale, Conveyance, or Assignment........................................... 21

         17.03 Subordination....................................................................... 21

         17.04 Attomment........................................................................... 22

         17.05 Non-disturbance..................................................................... 22

         17.06 Effect of Attomment..... ........................................................... 22

         17.07 Execution of Instruments............................................................ 23

ARTICLE 18.00 NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION.................................... 23

         18.01 Notices............................................................................. 23

         18.02 Acknowledgements.................................................................... 23

         18.03 Authorities for Action.............................................................. 24

ARTICLE 19.00 TENANT'S DEFAULT AND LANDLORD'S REMEDIES............................................. 24

         19.01 Interest and Costs.................................................................. 24

         19.02 Events of Default................................................................... 24

         19.03 Landlord's Remedies................................................................. 25

         19.04 Effect on Subleases................................................................. 28

ARTICLE 20.00 BANKRUPTCY........................................................................... 28

         20.01 Bankruptcy.......................................................................... 28

ARTICLE 21.00 MISCELLANEOUS........................................................................ 31

         21.01 Relationship of Parties............................................................. 31
</TABLE>

                                      iv
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<TABLE>
<S>                                                                                                 <C>
         21.02 Consent Not Unreasonably Withheld................................................... 31

         21.03 Name of Building and Project........................................................ 31

         21.04 Applicable Law and Construction..................................................... 31

         21.05 Entire Agreement.................................................................... 31

         21.06 Offer Irrevocable................................................................... 31

         21.07 Amendment or Modification........................................................... 32

         21.08 Construed Covenants and Severability................................................ 32

         21.09 No Implied Surrender or Waiver...................................................... 32

         21.10 Successors Bound.................................................................... 32

         21.11 Relocation-Substitute Premises...................................................... 32

         21.12 Lease Approval...................................................................... 33

         21.13 Nondiscrimination................................................................... 33

         21.14 Deposit............................................................................. 33

         21.15 {INTENTIONALLY DELETED}

         21.16 Personal Liability.................................................................. 34

         21.17 Brokerage Commission................................................................ 34

         21.18 Unavoidable Delay................................................................... 34

         21.19 Hazardous Materials................................................................. 35

         21.20 Authorization....................................................................... 35

         21.21 No Air Rights....................................................................... 36

         21.22 Recording; Confidentiality.......................................................... 36
</TABLE>

Exhibit A      Depiction of the Premises and Must-Take Premises
Exhibit B      Definitions; Occupancy Costs; Additional Charges; Miscellaneous
Exhibit C      Rules and Regulations
Exhibit D      Supplemental Terms and Conditions
Exhibit E      Construction Procedures
Exhibit F      Estoppel Certificate






                                       v
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                             LEASE OF OFFICE SPACE


BETWEEN:                         BROOKFIELD REPUBLIC INC.
                                 a Colorado corporation            ("Landlord")
(address)                        370 17th Street, Suite 3800
                                 Denver, Colorado 80202

AND:                             INTEK INFORMATION, INC.
                                 a Colorado corporation            ("Tenant")
(address)                        370 17th Street, Suite 3950
                                 Denver, Colorado 80202

PREMISES IN:                     REPUBLIC PLAZA
                                 370 17th Street, Suite 2200
                                 Denver, Colorado 80202

DATE:

LANDLORD AND TENANT, in consideration of the covenants herein contained,  hereby
agree as follows:

ARTICLE 1.00          DEFINITIONS

1.01     Definitions.  In this Lease:

         (a)  "Annual Rent" means the amount payable by Tenant to Landlord in
              respect of each year of the Term under Article 4.01.

         (b)  "Building" means the building as defined in Exhibit B.

         (c)  "Building Standard" means the quantity and quality of materials,
              equipment, finishing, workmanship and other elements from time to
              time specified by Landlord for the Building.

         (d)  "Article" means an article of this Lease.

         (e)  "Commencement Date" means the first day of the Term.

              "Exhibit A" means the plan(s) attached hereto as Exhibit A.

         (g)  "Exhibit B" means the provisions relating to Occupancy Costs and
              other matters attached hereto as Exhibit B.

         (h)  "Exhibit C" means the Rules and Regulations attached hereto as
              Exhibit C.

                                       1
<PAGE>

         (i)  "Exhibit D" means the Supplemental Terms and Conditions attached
              hereto as Exhibit D.

         (j)  "Exhibit E" means the Construction Procedures attached hereto as
              Exhibit E.


         (k)  "Exhibit F" means the estoppel certificate attached hereto as
              Exhibit F,

         (1)  "Fiscal Year" means a twelve-month period (all or part of which
              falls within the Term) from time to time determined by Landlord,
              at the end of which Landlord's books are balanced for auditing
              and/or taxation purposes.

         (m)  "Land" means the Land as defined in Exhibit B.

         (n)  "Lease" means this lease, Exhibits A, 8, C, D, E, F and any other
              Exhibit attached to this Lease, and every instrument complying
              with Article 21.07 which by its terms amends, modifies or
              supplements this Lease.

         (o)  "Occupancy Costs" means amounts payable by Tenant to Landlord
              under Article 4.02.

         (p)  "Other Charges" means amounts payable by Tenant to Landlord under
              Article 4.03.

         (q)  "Premises" means approximately 9,983 rentable square feet on the
              twenty-second (22nd) floor of the Building as generally indicated
              on Exhibit A, being 8,681 usable square feet plus 1,302 square
              feet of unallocated space in the Building as determined pursuant
              to Section 3.00 of Exhibit B.

         (r)  "Rent" means the aggregate of all amounts payable by Tenant to
              Landlord under Articles 4.01, 4.02 and 4.03.

         (s)  "Term" means the period of time set out in Article 3.01.


ARTICLE 2.00    GRANT OF LEASE

2.01     Grant.  Landlord hereby demises and leases the Premises to Tenant,  and
         Tenant hereby leases and accepts the Premises  from  Landlord,  to have
         and to hold  during the Term,  subject to the terms and  conditions  of
         this Lease.

2.02     Quiet Enjoyment Landlord shall warrant and defend Tenant in the quiet
         enjoyment and possession of the Premises during the Term, subject to
         the terms and conditions of this Lease.

2.03     Covenants  of Landlord  and Tenant.  Landlord  covenants to observe and
         perform all of the terms and conditions to be observed and performed by
         Landlord  under this Lease.

                                       2
<PAGE>

         Tenant covenants to pay the Rent when due under this Lease, and to
         observe and perform all of the terms and conditions to be observed and
         performed by Tenant under this Lease.


ARTICLE 3.00          TERM AND POSSESSION

3.01     Term.  Notwithstanding Articles 3.02 and 3.03, and except as may
         otherwise be provided in any exhibit attached hereto, the Term of this
         Lease shall be four (4) years, beginning on the first (lst) day of the
         month of February, 1997 and ending on the last day of the month of
         January 31, 2001, unless terminated earlier as provided in this Lease.
         If the Commencement Date is a date other than the date set forth in
         this Article 3.01, Landlord and Tenant will promptly enter into an
         amendment of lease agreement, prepared by Landlord, stipulating the
         actual Commencement Date of the Term.


3.02     Early Occupancy. If Tenant begins to conduct business in all or any
         portion of the Premises before the Commencement Date, which Tenant
         shall not be permitted to do without obtaining the prior written
         consent of Landlord, Tenant shall pay to Landlord on the Commencement
         Date, Rent in respect thereof for the period from the date Tenant
         begins to conduct business therein to the Commencement Date, which Rent
         shall be that proportion of Rent for one calendar year (consisting of
         Annual Rent at the rate payable by Tenant during the first year of the
         Term, together with Occupancy Costs and Other Charges hereunder) which
         the number of days in such period bears to 365. Except where clearly
         inappropriate, the provisions of this Lease shall be applicable during
         such period and the Term shall not be affected thereby.

3.03     Delayed Possession. If for any reason Landlord is delayed in delivering
         possession of all or any portion of the Premises to Tenant on or before
         the Commencement Date, then Tenant shall take possession of the
         Premises on the date (not later than thirty (30) days after the
         Commencement Date) when Landlord delivers possession of all the
         Premises, which date shall be conclusively established by notice to
         Tenant at least five days before such date. This Lease shall not be
         void or voidable nor shall Landlord be liable to Tenant for any loss or
         damage resulting from any delay in delivering possession of the
         Premises to Tenant. Provided that such delay is not caused by or
         attributable to Tenant, its servants, agents or independent
         contractors, no Rent shall be payable by Tenant for the period prior to
         the date on which Landlord can so deliver possession of all of the
         Premises, unless Tenant elects to take possession of a portion of the
         Premises, whereupon Rent shall be payable in respect thereof from the
         date such possession is so taken.

3.04     Acceptance of Premises. Taking possession of all or any portion of the
         Premises by Tenant shall be conclusive evidence as against Tenant that
         the Premises or such portion thereof are in satisfactory condition on
         the date of taking possession.

                                       3
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ARTICLE 4.00          RENT AND OCCUPANCY COSTS

4.01   Annual Rent.    [See Exhibit D, Article 22.00]

4.02   Occupancy Costs. Tenant shall pay to Landlord, at the times and in the
       manner provided in Article 4.06, the Occupancy Costs determined under
       Exhibit B. During Fiscal Year 1996, the annual Occupancy Costs are
       estimated to be $6.95 per rentable square foot.

4.03   Other Charges. Tenant shall pay to Landlord, at the times and in the
       manner provided in this Lease or, if not so provided, as reasonably
       required by Landlord, all amounts (other than those payable under
       Articles 4.01 and 4.02) which are payable by Tenant to Landlord under
       this Lease.

4.04   Payment of Rent - General. All amounts payable by Tenant to Landlord
       under this Lease shall be deemed to be Rent and shall be payable and
       recoverable as Rent in the manner herein provided, and Landlord shall
       have all rights against Tenant for default in any such payment as in the
       case of arrears of Rent as is more particularly hereinafter provided.
       Rent shall be paid to Landlord, without deduction or set-off, in legal
       tender of the jurisdiction in which the Building is located, at the
       address of Landlord as set forth in the beginning of this Lease, or to
       such other person or at such other address as Landlord may from time to
       time designate in writing. Tenant's obligation to pay Rent for the entire
       Term shall survive the expiration or earlier termination of this Lease
       and is independent of any covenant or obligation of Landlord hereunder.
       The covenants and obligations of Landlord under this Lease are dependent
       upon the performance by Tenant of all of its covenants and obligations
       hereunder.

4.05   Annual Rent - Early Termination. If the Term ends on a day other than the
       last day of a calendar month, the installment of Annual Rent payable on
       the first day of the last calendar month of the Term shall be that
       proportion of the Annual Rent which the number of days from the first day
       of such last calendar month to and including the last day of the Term
       bears to 365.

4.06   Payment - Occupancy Costs.

       (a)     Prior to the Commencement Date and the beginning of each Fiscal
               Year thereafter, Landlord shall compute and deliver to Tenant a
               bona fide estimate of Occupancy Costs for the appropriate Fiscal
               Year and without further notice Tenant shall pay to Landlord in
               monthly installments one-twelfth of such estimate simultaneously
               with Tenant's payments of Annual Rent during such Fiscal Year.
               Any failure by Landlord to deliver any such estimate as aforesaid
               shall not relieve Tenant of its obligation to pay Occupancy Costs
               as herein provided. If at any time it reasonably appears to
               Landlord that the Occupancy Costs for the current Fiscal Year
               will vary from Landlord's estimate then Landlord may readjust the
               Occupancy Costs for such Fiscal Year, not more than once per
               Fiscal Year, by notice delivered to

                                       4
<PAGE>

               Tenant, and subsequent payments by Tenant for such Fiscal Year
               will be based upon such readjusted Occupancy Costs.

         (b)   Unless delayed by causes beyond Landlord's reasonable control,
               Landlord shall deliver to Tenant within one hundred twenty (120)
               days after the end of each Fiscal Year a written statement (the
               "Statement") setting out in reasonable detail the amount of
               Occupancy Costs for such Fiscal Year and certified to be correct
               by a representative of Landlord. If the aggregate of monthly
               installments of Occupancy Costs actually paid by Tenant to
               Landlord during such Fiscal Year differs from the amount of
               Occupancy Costs payable for such Fiscal Year under Article 4.02
               as indicated in the Statement, then, as the case may be, Tenant
               shall pay the difference to Landlord or Landlord shall issue a
               credit to Tenant against the Rent remaining to be paid hereunder
               for the difference, or if no Rent then remains to be paid, refund
               the difference to Tenant, without interest, within thirty (30)
               days after the date of delivery of the Statement.

         (c)   If Tenant disagrees with the accuracy of Occupancy Costs as set
               forth in the Statement or in any adjustment thereto made by
               Landlord pursuant to Article 4.06(d), Tenant shall be required to
               give Landlord written notice thereof within thirty (30) days
               after the date Landlord gives Tenant the Statement or notice of
               adjustment thereto, as the case may be, or Tenant shall
               conclusively be deemed to have accepted the accuracy of the
               Statement, or modification thereto, as the case may be, and to
               have waived any right to claim any readjustment in connection
               therewith. If Tenant so disagrees with the Statement, or
               modification thereto, as the case may be, and gives such notice
               to Landlord, Tenant shall nevertheless make payment in accordance
               with any notice given by Landlord, but the disagreement shall be
               referred by Landlord for prompt decision by a public accountant,
               architect, insurance broker or other professional consultant
               selected by Landlord, who shall be unaffiliated with and
               unrelated to either Landlord or Tenant or any of their officers,
               directors or employees, who shall be deemed to be acting as
               expert(s) and not arbitrator(s), and a determination signed by
               the selected expert(s) shall be final and binding on both
               Landlord and Tenant. Any adjustment required to any previous
               payment made by Tenant or Landlord by reason of any such decision
               shall be made within thirty (30) days thereof, and the party
               required to make payment under such adjustment shall bear all
               costs of the expert(s) making such decision except where that
               payment represents five percent (5%) or less of the Occupancy
               Costs that were the subject of the disagreement, in which case
               Tenant shall bear all such costs.

         (d)   Landlord may readjust the Occupancy Costs for a Fiscal Year, not
               more than once per Fiscal Year, by notice delivered to Tenant
               within six (6) months after the date of-delivery of the
               Statement.

                                       5
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ARTICLE 5.00          USE OF PREMISES

5.01     Use. The Premises shall be used and occupied only as business offices
         for the business of Tenant as initially conducted in the Premises, or
         for such other purpose as Landlord may specifically authorize in
         writing.

5.02     Compliance with Laws. The Premises shall be used and occupied in a
         safe, careful and proper manner so as not to contravene any present or
         future governmental or quasi-govemmental laws in force or regulations
         or orders or the requirements of Landlord's insurance carriers. If due
         solely to Tenant's use of the Premises, improvements are necessary to
         comply with any of the foregoing or with the requirements of insurance
         carriers, Tenant shall pay the entire cost thereof.

5.03     Abandonment. Tenant shall not abandon the Premises or any portion
         thereof at any time during the Term. For purposes of this Lease,
         "abandonment of the Premises" shall mean Tenant's failure to occupy the
         Premises in accordance with the terms hereof, coupled with Tenant's
         failure to pay Rent in accordance with the terms hereof.

5.04     Nuisance. Tenant, its employees, agents and invitees, shall not cause
         or maintain any nuisance in or about the Premises, and Tenant shall
         keep the Premises free of debris, rodents, vermin and anything of a
         dangerous, noxious or offensive nature or which could create a fire
         hazard (through undue load on electrical circuits or otherwise) or
         undue vibration, heat or noise.

5.05     Sale of Goods from Premises. Tenant shall not conduct or permit the
         conduct of any "fire", "bankruptcy", "going out of business" or auction
         sale in or from the Premises.


ARTICLE 6.00  SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD

6.01     Operation of Building. During the Term, Landlord shall operate and
         maintain the Building in accordance with all applicable laws and
         regulations, the requirements of Landlord's insurance carriers and
         standards from time to time prevailing for first-class office buildings
         of comparable age and character in the area in which the Building is
         located, and shall provide the services set out in Articles 6.02 and
         6.03.

6.02     Services to Premises. Landlord shall provide in the Premises:

         (a)      heat, ventilation and cooling as required for the comfortable
                  use and occupancy of the Premises during normal business
                  hours,

         (b)      janitorial services, including window washing, provided that
                  Tenant shall leave the Premises in a reasonably tidy condition
                  at the end of each business day,

                                       6
<PAGE>

           (c)    electric power as supplied by the local utility company for
                  normal lighting and small business office equipment (provided,
                  however, that Landlord shall not be required to- supply to
                  Tenant or the Premises electrical power.which is
                  disproportionate to that used by other tenants in the Building
                  during normal operations such as, without limitation,
                  electrical power to computer rooms, to above Building Standard
                  lighting fixtures, or to supplemental air conditioning
                  equipment),

           (d)    replacement of Building Standard fluorescent tubes, light
                  bulbs and ballasts as required from time to time as a result
                  of normal usage, and

           (e)    maintenance, repair and replacement as set out in Article
                  6.04.

6.03    Building Service.   Landlord shall provide in the Building:

           (a)   domestic running water and necessary supplies in washrooms
                 sufficient for the normal use thereof by occupants in the
                 Building,

           (b)   access to and egress from the Premises, including elevator or
                 escalator service if included in the Building,

           (c)   heat, ventilation, cooling, lighting, electric power, domestic
                 running water and janitorial service in those areas of the
                 Building from time to time designated by Landlord for use
                 during normal business hours by Tenant in common with all
                 tenants and other persons in the Building but under the
                 exclusive control of Landlord,

           (d)   a general directory board on which Tenant shall be entitled to
                 have its name shown, provided that Landlord shall have
                 exclusive control thereof and of the space thereon to be
                 allocated to each tenant, and

           (e)   maintenance, repair and replacement as set out in Article 6.04.

6.04       Maintenance, Repair and Replacement. Landlord shall operate,
           maintain, repair and replace the systems, facilities and equipment
           necessary for the proper operation of the Building and for provision
           of Landlord's services under Articles 6.02 and 6.03 (but not
           including any systems, facilities or equipment in the Premises such
           as, without limitation, non-Building Standard items such as light
           fixtures and bulbs, partitioned glass, doors and frames, and non-
           Building Standard plumbing fixtures, such as sinks, water heaters,
           refrigerators, and garbage disposals, rest rooms exclusively within
           the Premises and supplemental air conditioning equipment, all of
           which Tenant shall be responsible for pursuant to Article 7.01), and
           shall maintain and repair the foundations, structure and roof of the
           Building and repair damage to the Building which Landlord is
           obligated to insure against under Article 9.00, provided that,

                                       7
<PAGE>

           (a)      if all or part of such systems, facilities and equipment are
                    destroyed, damaged or impaired, Landlord shall have a
                    reasonable time in which to complete necessary repair or
                    replacement, and during that time shall be required only to
                    maintain such services as are reasonably possible in the
                    circumstances,

           (b)      Landlord may temporarily discontinue such services or any of
                    them at such times as may be necessary due to causes (except
                    lack of funds) beyond the reasonable control of Landlord,

           (c)      Landlord shall use reasonable  diligence in carrying out its
                    obligations under this Article 6.04, but shall not be liable
                    under any circumstances for any consequential  damage to any
                    person or property for any failure to do so,

           (d)      no reduction or discontinuance of such services as permitted
                    by this Lease shall be construed as an eviction of Tenant or
                    release Tenant from any obligation of Tenant under this
                    Lease, and

           (e)      nothing contained herein shall derogate from the provisions
                    of Article 16.00.

  6.05     Additional Services and Utilities.

           (a)    If from time to time  requested  in writing by Tenant,  and to
                  the extent that it is reasonably able to do so, Landlord shall
                  provide in the Premises  services in addition to those set out
                  in  Article  6.02  such  as,  by way  of  example  but  not in
                  limitation,  heat,  ventilation and cooling during times other
                  than normal business hours,  provided that Tenant shall within
                  ten days of receipt  of any  invoice  for any such  additional
                  service pay Landlord  therefor at reasonable rates as Landlord
                  may from time to time  establish.  The current charge for such
                  service ranges from $45-00 - $65.00 per hour. Twenty-four (24)
                  hours prior notice is requested.

           (b)    Tenant shall not without Landlord's written consent install or
                  operate in the Premises equipment (including telephone
                  equipment or lighting) which generates sufficient heat to
                  affect the temperature otherwise maintained in the Premises by
                  the air conditioning system as normally operated. Landlord may
                  install supplementary air conditioning units, facilities or
                  services in the Premises, or modify its air conditioning
                  system, as may in Landlord's reasonable opinion be required
                  to. maintain proper temperature levels, and Tenant shall pay
                  Landlord within ten (10) days of receipt of any invoice for
                  the cost thereof, including installation, operation and
                  maintenance expense.

           (c)    If Landlord shall from time to time reasonably determine that
                  the use of electricity or any other utility or service in the
                  Premises is disproportionate to the use of other tenants,
                  Landlord may separately charge Tenant for, and Tenant shall
                  pay to Landlord, the excess costs at reasonable rates
                  attributable to such disproportionate use together with the
                  costs incurred by Landlord in determining that Tenant's use is
                  disproportional. At Landlord's request, Tenant shall install

                                       8
<PAGE>

                  and maintain, at Tenant's expense, metering devices for
                  measuring the use of any such utility or service in the
                  Premises.

6.06 Alterations by Landlord.    Landlord may from time to time

         (a)      make repairs, replacements, changes or additions to the
                  structure, systems, facilities and equipment in the Premises
                  where necessary or desirable to serve the Premises or other
                  parts of the Building,

         (b)      make changes in or additions to any part of the Building not
                  in or forming part of the Premises, and

         (c)      change or alter the location of the Common Areas,

         provided that in doing so Landlord  shall not  unreasonably  disturb or
         interfere  with  Tenant's  use of the  Premises  and  operation  of its
         business.

6.07     Access by Landlord.  Tenant shall permit Landlord to enter the Premises
         outside normal business  hours,  and during normal business hours where
         such will not  unreasonably  disturb or interfere  with Tenant's use of
         the Premises and  operation of its  business,  to examine,  inspect and
         show the  Premises  to persons  wishing to lease them or to any lender,
         prospective  lender or purchaser of the Building or Project (as defined
         in Exhibit B), or any portion thereof or interest  therein,  to provide
         services or make repairs,  replacements,  changes or alterations as set
         out in this Lease, to monitor Tenant's  compliance with its obligations
         hereunder,  and to take such steps as Landlord  may deem  necessary  or
         desirable for the safety,  improvement or  preservation of the Premises
         or  the  Building.  Landlord  shall  whenever  possible  (except  in an
         emergency)  consult with or give  reasonable  notice to Tenant prior to
         such entry,  but no such entry shall  constitute an eviction or entitle
         Tenant to any abatement of Rent, or otherwise  relieve Tenant of any of
         its obligations hereunder.

6.08     Energy, Conservation and Security. Landlord shall be deemed to have
         observed and performed the terms and conditions to be performed by
         Landlord under this Lease, including those relating to the provision of
         utilities and services, if in so doing it acts in accordance with a
         directive, policy or request of a governmental or quasi-governmental
         authority serving the public interest in the fields of energy,
         conservation or security.


ARTICLE 7.00  MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT

7.01     Condition of Premises. Tenant shall maintain the Premises and all
         improvements therein in good order and in first-class condition
         consistent with the Building and the premises of other tenants therein,
         including, but not limited to making repairs, replacements and
         alterations as needed, including those necessary to comply with the
         requirements of any governmental or quasi-governmental authority having
         jurisdiction.

                                       9
<PAGE>

7.02     Failure to Maintain Premises. If Tenant fails to perform any obligation
         under this Article 7.00, then on not less than ten (10) days notice to
         Tenant Landlord may enter the Premises and perform such obligation
         without liability to Tenant for any loss or damage to Tenant thereby
         incurred, and without the same constituting an eviction or entitling
         Tenant to any abatement of Rent or otherwise relieving Tenant from any
         of its obligations hereunder, and Tenant shall pay Landlord for the
         cost thereof, plus 15% of such cost for overhead and supervision,
         within ten days of receipt of Landlord's invoice therefor.

7.03     Alterations by Tenant. Tenant may from time to time at its own expense,
         make changes, additions and improvements in the Premises (i.e. ice
         maker, etc.) to better adapt the same to its business, provided that
         any change, addition or improvement shall

           (a)    comply with the requirements of any governmental or quasi-
                  governmental authority having jurisdiction and with the
                  requirements of Landlord's insurance carriers,

           (b)    be made only with the prior written consent of Landlord (which
                  shall not be unreasonably withheld, provided, however, that in
                  no event may changes be made to the structure or systems of
                  the Building),

           (c)    equal or exceed the then current standard for the Building and
                  be performed in a good and workmanlike manner, and

           (d)    be carried out only by persons selected by Tenant and approved
                  in writing by Landlord who shall if required by Landlord
                  deliver to Landlord, before commencement of the work,
                  performance and payment bonds, or other evidence of financial
                  capability satisfactory to Landlord to show the ability to pay
                  for such change, addition or improvement, as well as proof of
                  worker's compensation and public liability and property damage
                  insurance coverage, with Landlord named as an additional
                  insured, in amounts, with companies, and in a form reasonably
                  satisfactory to Landlord, which shall remain in effect during
                  the entire period in which the work will be carried out.

           Any increase in property taxes on or fire or casualtv insurance
           premiums for the Building attributable to such change, addition or
           improvements shall be bome solely by Tenant.

           Landlord acknowledges it is Tenant's intent to install, at Tenant's
           cost, a sink with base cabinets, water line for an icemaker, and
           other customary office kitchen equipment within the Premises. Tenant
           may do so, provided such construction is coordinated and performed by
           a contractor(s) acceptable to Landlord subject to the requirements
           and procedures, as set forth in this Lease, including all applicable
           Building codes. Additionally, Tenant may install a card-key access
           system at its entrance of its Premises which is compatible with the
           Building systems and monitored by Landlord's Central Operations at
           rates set by Landlord from time to time.

                                       10
<PAGE>

7.04  Trade Fixtures and Personal Property. Tenant may install in the Premises
      its usual trade fixtures and personal property in a proper, lawful and
      workmanlike manner, without causing damage to the Premises, provided that
      no such installation shall interfere with or damage the mechanical or
      electrical systems or the structure of the Building. If Tenant is not then
      in default hereunder, trade fixtures and personal property installed in
      the Premises by Tenant may, at Tenant's sole expense, be removed from the
      Premises

      (a)  from time to time in the ordinary course of Tenant's business or in
           the course of reconstruction, renovation or alteration of the
           Premises by Tenant, and

      (b)  during a reasonable period prior to the expiration of the Term,

      provided that Tenant promptly repairs at its own expense any damage to the
      Premises or Building resulting from such installation and removal.

7.05  Mechanic's Liens. Tenant shall pay before delinquency all costs for work
      done or caused to be done by Tenant in the Premises which could result in
      any lien or encumbrance on Landlord's interest in the Land or Building or
      any part thereof, shall keep the title to the Land or Building and every
      part thereof free and clear of any lien or encumbrance in respect of such
      work, and shall indemnify and hold harmless Landlord against any claim,
      loss, cost, demand and legal or other expense, whether in respect of any
      lien or otherwise, a6sing out of the supply of material, services or labor
      for such work. Tenant shall immediately notify Landlord of any such lien,
      claim of lien or other action of which it has or reasonably should have
      knowledge and which affects the title to the Land or Building or any part
      thereof, and shall cause the same to be removed within five (5) days,
      failing which Landlord may take such action as Landlord deems necessary to
      remove the same and the entire cost thereof shall be immediately due and
      payable by Tenant to Landlord. Tenant shall permit Landlord to post a
      notice on the Premises as may be contemplated by applicable law, as
      amended from time to time, or any comparable or other statutory provision
      for protection of the Building and the Project and Landlord's interest
      therein from mechanic's or other liens and to take all other actions
      Landlord may desire for Landlord.

7.06  Signs. Any sign, lettering, decal or design of Tenant placed in or upon
      the Premises which is visible from the exterior of the Premises shall be
      at Tenant's expense and subject to approval by Landlord (in Landlord's
      sole discretion), shall conform to the uniform pattern of identification
      signs for tenants in the Building as prescribed by Landlord from time to
      time and shall be removed, and the surface it was located upon repaired
      and restored to the condition it was in prior to the installation of the
      same, by Tenant at its sole expense at or prior to the expiration of the
      Term. Tenant shall not inscribe or affix any sign, lettering, decal or
      design in the Premises or Building which is visible from the exterior of
      the Building.


ARTICLE 8.00   TAXES

                                       11
<PAGE>

8.01  Tenant's Pro Rata Share. Tenant will reimburse Landlord for Tenant's pro
      rata share of Taxes (as defined in Exhibit B), as established as part of
      the Occupancy Costs set forth in Exhibit 6 attached hereto.

8.02  Other Tenant's Taxes. In addition to Tenants pro rata share of taxes,
      Tenant shall pay before delinquency every tax, assessment, license fee,
      excise and other charge, however described, which is imposed, levied,
      assessed or charged by any governmental or quasi-governmental authority
      having jurisdiction and which is payable in respect of the Term upon or on
      account of

      (a)  operations at, occupancy of, or conduct of business in or from the
           Premises,

      (b)  fixtures or personal property in the Premises which do not belong to
           Landlord, and

      (c)  the Rent paid or payable by Tenant to Landlord for the Premises or
           for the use and occupancy of all or any part thereof,

      provided that if Landlord so elects by notice to Tenant, Tenant shall add
      any amounts payable under this Article 8.02 to the monthly installments of
      Annual Rent payable under Article 4.01 and Landlord shall remit such
      amounts to the appropriate authorities.

8.03  Right to Contest. Tenant shall have the right to contest in good faith the
      validity or amount of any tax, assessment, license fee, excise fee and
      other charge which it is responsible to pay under Article 8.02, and to
      withhold payment of the same during the pendency of such contest, provided
      that no contest by Tenant may involve the possibility of forfeiture, sale
      or disturbance of Landlord's interest in the Premises, that Tenant
      provides to Landlord security for the taxes contested by Tenant adequate
      in the opinion of Landlord, and that, upon the final determination of any
      contest by Tenant, Tenant shall immediately pay and satisfy the amount
      found to be due, together with any costs, penalties and interest.

ARTICLE 9.00   INSURANCE

9.01  Landlord's Insurance. During the Term, Landlord shall maintain at its own
      expense (subject to contribution by Tenant of its pro rata share of
      Occupancy Costs under Article 4.02) liability insurance, fire insurance
      with extended coverage, boiler and pressure vessel insurance, and other
      insurance on the Building and all property and interest of Landlord in the
      Building with coverage and in amounts deemed reasonable by Landlord from
      time to time. Policies for such insurance shall waive, to the extent
      available from Landlord's carrier(s) at no additional cost to Landlord,
      any right of subrogation against Tenant and all individuals and entities
      for whom Tenant is responsible in law.

9.02  Tenant's Insurance. During the Term, Tenant shall maintain at its own
      expense

                                       12
<PAGE>

      (a)  fire insurance with extended coverage and water damage insurance, in
           amounts sufficient to fully cover Tenant's improvements, fixtures and
           property in the Premises, and

      (b)  liability insurance, with blanket contractual liability coverage with
           Landlord named as an additional insured, against claims for death,
           personal injury and property damage in or about the Premises, in
           amounts which are from time to time acceptable to a prudent tenant in
           the community in which the Building is located and satisfactory to
           Landlord but not less than $2,000,000 for death, illness or injury to
           one or more persons, and $500,000 for property damage, in respect of
           each occurrence.

           Policies for such insurance shall be in a form and with an insurer
           reasonably acceptable to Landlord, shall require at least fifteen
           days written notice to Landlord of termination or material alteration
           during the Term, and shall waive any right of subrogation against
           Landlord and all individuals and entities for whom Landlord is
           responsible in law and shall contain coverage for blanket contractual
           liability to cover indemnities included in this agreement. Tenant
           shall deliver to Landlord on the Commencement Date and on each
           anniversary thereof, evidence satisfactory to Landlord of such
           policies and that all premiums thereon have been paid and that the
           policies are in full force and effect.


ARTICLE 10.00  INJURY TO PERSON OR PROPERTY

10.01 Indemnity by Tenant. Tenant shall indemnify and hold harmless Landlord
      (and if Landlord requests, defend Landlord with counsel reasonably
      acceptable to Landlord) from and against all liabilities, obligations,
      losses, damages, fines, penalties, demands, claims, causes of action,
      judgments, costs and expenses, including, without limitation, attorneys'
      fees, which may be imposed on or incurred, suffered or paid by or asserted
      against Landlord or the Building or any interest therein, arising from or
      by reason of or in connection with:

      (a)  the use, non-use, possession, occupation, condition, operation or
           maintenance of the Premises by Tenant or any of its agents,
           contractors, servants, employees, licensees or invitees;

      (b)  any negligent or tortious act on the part of Tenant or any of its
           agents, contractors, servants, employees, licensees or invitees;

      (c)  any accident, injury, death or damage to any person or property
           occurring in, on or about the Premises;

      (d)  any theft, loss or damage to, however caused, to books, records, data
           or information (computer generated or otherwise), files, money,
           securities, negotiable instruments or papers in or about the
           Premises;

                                       13
<PAGE>

      (e)  any loss or damage resulting from Tenant's negligent or willful
           interference with or obstruction of deliveries to or from the
           Premises;

      any pollutant, toxic or hazardous material, substance or waste, or any
      other material which may adversely affect the environment, whether or not
      now recognized to have such to effect, which Tenant, its employees,
      agents, contractors or invitees bring upon, keep, use or locate in, on or
      about the Building, or any release or disposal of any such material,
      substance or waste in, on, about or from the Building by any of the
      foregoing; and

      (g)  any failure on the part of the Tenant to perform or comply with any
           of the covenants, agreements, terms, provisions, conditions or
           limitations contained in this Lease on its part to be performed or
           with which to be complied.

      Nothing contained in this Article 10.01 shall be deemed to require Tenant
      to indemnify Landlord to any extent prohibited by law.

10.02 Subrogation. The provisions of this Article 10.00 shall not abrogate or
      impair the waiver of any right of subrogation against Tenant in Landlord's
      insurance under Article 9.01 and the waiver of any right of subrogation
      against Landlord in Tenant's insurance under Article 9.02.


ARTICLE 11.00  ASSIGNMENT AND SUBLETTING

11.01 Assignment. Tenant, if not then in default under this Lease and with
      Landlord's prior written consent, may assign this Lease, subject to
      Articles 11.03 and 11.04, to any assignee who, in Landlord's sole opinion,
      will not be inconsistent with the character of the Building and its other
      tenants, will use the Premises in a manner consistent with Article 5
      thereof, has the financial capability of complying with the then remaining
      obligations of Tenant hereunder and who otherwise meets such other
      standards as Landlord may determine in its reasonable discretion. Without
      limiting the foregoing, if Tenant is not then in default under this Lease,
      Tenant, with Landlord's prior written consent, which shall not be
      unreasonably withheld, may assign this Lease to an entity controlling,
      controlled by or under common control with Tenant. For purposes of this
      Article 1 1.01, $$control" means the direct or indirect ownership of more
      than fifty percent (50%) of an entity's equity.

11.02 Subleasing. Tenant, if not then in default under this Lease and with
      Landlord's prior written consent and subject to Articles 11.03 and 11.04,
      may sublet all or any part of the Premises to a sublessee who, in
      Landlord's sole opinion, will not be inconsistent with the character of
      the Building and its other tenants, will use the Premises in a manner
      consistent with Article 5 thereof, has the financial capability of
      complying with its obligations set forth in the sublease and who otherwise
      meets such other standards as Landlord may determine in its reasonable
      discretion. Without limiting the foregoing, if Tenant is not then in
      default under this Lease, Tenant, with Landlord's prior written

                                       14
<PAGE>

      consent, which shall not be unreasonably withheld, may sublet all or a
      part of the Premises to an entity controlling, controlled by or under
      common control with Tenant. For purposes of this Article 11.02, "control"
      means the direct or indirect ownership of more than fifty percent (50%) of
      an entity's equity.

11.03 First Offer to Landlord. If Tenant wishes to sublet all or any part of the
      Premises to a named third party, Tenant shall first offer in writing to
      sublet to Landlord on the Same terms and conditions as provided in this
      Lease except this Article 1 1.00, and for the same Rent as provided @his
      Lease or the rent offered to that third party if lower. If Tenant wishes
      to assign this Lease (except as set out in Article 11.01) to a named third
      party, Tenant shall first offer to Landlord in writing to surrender this
      Lease on the effective date of the proposed assignment by Tenant. Landlord
      will have fifteen (15) days from the receipt of Tenant's offer either to
      accept or reject it. If Landlord accepts the offer, Tenant will then
      execute and deliver to Landlord, or to any party designated or named by
      Landlord, an assignment or sublease, as the case may be, in either case in
      form and substance reasonably satisfactory to Landlord.

11.04 Limitation. Except as specifically provided in this Article 1 1.00, Tenant
      shall not assign or transfer this Lease or any interest therein or sublet
      or in any way part with possession of all or any part of the Premises, or
      permit all or any part of the Premises to be used or occupied by any other
      person. Any assignment, transfer or subletting or purported assignment,
      transfer or subletting except as specifically provided herein shall be
      null and void and of no force and effect without limiting Landlord's right
      to approve or disapprove any assignment or sublease pursuant to Articles 1
      1.01 and 11.02 hereof. Landlord shall not be required to consent to an
      assignment of this Lease or a sublease of all or part of the Premises by
      Tenant to, or the use or occupancy of all or part of the Premises by, any
      tenant in a building in the same city in which the Building is located and
      which is owned or managed by Landlord or any affiliate of Landlord, or any
      tenant to whom Landlord or an affiliate of Landlord has then made an
      outstanding offer to lease space in any such building, or at rental rates
      less than ninety percent (90%) of the lowest "as-is" current market rental
      rate for the Building as established by Landlord. The rights and interests
      of Tenant under this Lease shall not be assignable by operation of law
      without Landlord's written consent, which consent may be withheld in
      Landlord's absolute discretion. Tenant shall pay to Landlord immediately
      upon receipt by Tenant from time to time (a) all revenue from any approved
      assignment, or (b) all revenue from any approved sublease less an amount
      equal to the sum of all Annual Rent and Occupancy Costs payable by Tenant
      to Landlord under this Lease in respect of the Premises being subleased
      for the period of time to which such revenue under such sublease relates.
      All such amounts shall constitute Rent and be subject to all terms and
      provisions of this Lease, including, without limitation, Article 19
      hereof. Upon Landlord's approval of any assignment, use or occupation,
      Tenant shall pay to Landlord a reasonable charge to cover Landlord's
      administrative costs in connection with that approval.

                                       15
<PAGE>

11.05 Tenant's Obligations Continue. No assignment, transfer or subletting (or
      use or occupation. of the Premises by any other person) which is permitted
      under this Article 1 1.00 shall in any way release or relieve Tenant of
      its obligations under this Lease.

11.06 Subsequent Assignments. Landlord's consent to an assignment, transfer or
      subletting (or use or occupation of the Premises by any other person)
      shall not be deemed to be a consent to any subsequent assignment,
      transfer, subletting, use or occupation, all of which shall be permitted
      only in accordance with the provisions of this Article 1 1.00.


ARTICLE 12.00  SURRENDER

12.01 Possession. Upon the expiration or other termination of the Term, all
      right, title and interest of Tenant in the Premises shall cease. Upon such
      expiration or other termination, Tenant shall immediately quit and
      surrender possession of the Premises in substantially the condition in
      which Tenant is required to maintain the Premises excepting only
      reasonable wear and tear, or if and to the extent Landlord requires,
      remove all improvements and fixtures from the Premises or any part of the
      Building not forming a part of the Premises and repair any damage caused
      by such removal whether or not the removal is at Landlord's request, all
      in accordance with the provisions of Article 7.00.

12.02 Trade Fixtures, Personal Property and Improvements. After the expiration
      or other termination of the Term, all of Tenant's trade fixtures, personal
      property and improvements remaining in the Premises shall be deemed
      conclusively to have been abandoned by Tenant and may be appropriated,
      sold, destroyed or otherwise disposed of by Landlord without notice or
      obligation to compensate Tenant or to account therefor, and Tenant shall
      pay to Landlord on written demand all costs incurred by Landlord in
      connection therewith.

12.03 Merger. The voluntary or other surrender of this Lease by Tenant or the
      cancellation of this Lease by mutual agreement of Tenant and Landlord
      shall not work a merger, and shall at Landlord's option terminate all or
      any subleases and subtenancies or operate as an assignment to Landlord of
      all or any subleases or subtenancies. Landlord's option hereunder shall be
      exercised by notice to Tenant and all known sublessees or subtenants in
      the Premises or any part thereof.

12.04 Payments After Termination or Notice. No payments of money by Tenant to
      Landlord after the expiration or other termination of the Term or after
      the giving of any notice (other than a demand for payment of money) by
      Landlord to Tenant, shall reinstate, continue or extend the Term or make
      ineffective any notice given to Tenant prior to the payment of such money.
      After the service of notice or the commencement of a suit, or after final
      judgment granting Landlord possession of the Premises, Landlord may
      receive and collect any sums of Rent due under this Lease, and the

                                       16
<PAGE>

      payment thereof shall not make ineffective any notice, or in any manner
      affect any pending suit or any judgment theretofore obtained.


ARTICLE 13.00  HOLDING OVER

13.01 Month-to-Month Tenancy. If with Landlord's prior written consent, which
      may be withheld in Landlord's sole discretion, Tenant remains in
      possession of the Premises after the expiration or other termination of
      the Term, Tenant shall be deemed to be occupying the Premises on a month-
      to-month tenancy only, at a monthly rental equal to one hundred twenty-
      five percent (125%) of the Rent as determined in accordance with Article
      4.00 or such other rental as is stated in such written consent, and such
      month-to-month tenancy may be terminated by Landlord or Tenant on the last
      day of any calendar month by delivery of at least thirty (30) days advance
      notice of termination to the other.

13.02 Tenancy at Sufferance. If without Landlord's written consent, which may be
      withheld in Landlord's sole discretion, Tenant remains in possession of
      the Premises after the expiration or other termination of the Term, Tenant
      shall have committed an unlawful detention of the Premises and Landlord
      shall be entitled to all rights and remedies available at law or equity as
      a result thereof', provided, however, that if at any time after the
      expiration or termination of the Term, Landlord so notifies the Tenant in
      writing, Tenant shall be deemed to be occupying the Premises upon a
      tenancy at sufferance only, at a monthly rental equal to three (3) times
      the Rent determined in accordance with Article 4.00. Such tenancy at
      sufferance may be terminated by Landlord at any time by notice of
      termination to Tenant, and by Tenant on the last day of any calendar month
      by at least thirty (30) days advance notice of termination to Landlord.
      Notwithstanding the foregoing, Landlord shall also be entitled to such
      other remedies and damages provided under this Lease or at law as a result
      of such tenancy at sufferance.

13.03 General. Any month-to-month tenancy or tenancy at sufferance hereunder
      shall be subject to all other terms and conditions of this Lease except
      any right of extension and nothing contained in this Article 13.00 shall
      be construed to limit or impair any of Landlord's rights of re-entry or
      eviction or constitute a waiver thereof.


ARTICLE 14.00  RULES AND REGULATIONS

14.01 Purpose. The Rules and Regulations in Exhibit C have been adopted by
      Landlord for the safety, benefit and convenience of all tenants and other
      persons in the Building.

14.02 Observance. Tenant shall at all times comply with, and shall cause its
      employees, agents, licensees and invitees to comply with, the Rules and
      Regulations from time to time in effect.

                                       17
<PAGE>

14.03 Modification. Landlord may from time to time, for the purposes set out in
      Article 14.01, amend, delete from, or add to the Rules and Regulations,
      provided that any such modification

           (a)  shall not be inconsistent with any other provision of this
                Lease,

           (b)  shall be reasonable and have general application to all
                similarly situated tenants in the Building, and

           (c)  shall be effective only upon delivery of a copy thereof to
                Tenant at the Premises.

14.04 Non-Compliance. Landlord shall use reasonable efforts to secure compliance
      by all tenants and other persons with the Rules and Regulations from time
      to time in effect, but shall not be responsible to Tenant for failure of
      any person to comply with such Rules and Regulations nor shall any such
      failure relieve Tenant of its obligation to comply with the Rules and
      Regulations.


ARTICLE 15.00  EMINENT DOMAIN

15.01 Taking of Premises. If during the Term, all of the Building or the
      Premises is permanently taken for any public or quasi-public use under any
      statute or by right of eminent domain, or purchased under threat of such
      taking, this Lease shall automatically terminate on the date on which the
      condemning authority takes possession of the Premises (the "date of such
      taking").

15.02 Partial Taking of Building. If during the Term, only part of the Building
      is taken or purchased as set out in Article 15.01, then

      (a)  if in the reasonable opinion of Landlord, substantial alteration or
           reconstruction of the Building is necessary or desirable as a result
           thereof, whether or not the Premises are or may be affected, Landlord
           shall have the right to terminate this Lease by giving Tenant at
           least thirty (30) days written notice of such termination, which
           notice shall be given within thirty (30) days after the date of such
           taking, and

      (b)  if more than one-third (1/3) of the number of square feet in the
           Premises is included in such taking or purchase, and Landlord is
           unable to provide Tenant with comparable replacement premises in the
           Project, Tenant shall have the right to terminate this Lease by
           giving at least thirty (30) days written notice thereof, which notice
           shall be given within thirty (30) days after the date of such taking,
           if in Tenant's reasonable judgement, the Premises cannot be operated
           by Tenant in an economically viable fashion because of such partial
           taking.

                                       18
<PAGE>

      If either party exercises its right of termination hereunder, this Lease
      shall terminate on the date stated in the notice, provided, however, that
      no termination pursuant to notice hereunder may occur later than sixty
      (60) days after the date of such taking.

15.03 Surrender. On any such date of termination under Article 15.01 or 15.02,
      Tenant shall immediately surrender to Landlord the Premises and all
      interests therein under this Lease. Landlord may re-enter and take
      possession of the Premises and remove Tenant therefrom, and the Rent shall
      no longer accrue from the date of termination, except that if a portion of
      the Premises is included as a part of such taking, then that portion of
      the Rent attributable to such portion, determined by Landlord pro rata
      based on the number of rentable square feet contained within such portion,
      shall no longer accrue from the date of such taking. After such
      termination, and on notice from Landlord stating the Rent then owing,
      Tenant shall forthwith pay Landlord such Rent.

15.04 Partial Taking of Premises. If any portion of the Premises (but less than
      the whole thereto is so taken, and no rights of termination herein
      conferred are timely exercised, the Term of this Lease shall expire with
      respect to the portion so taken on the date of such taking. In such event,
      the Rent payable hereunder with respect to such portion so taken shall no
      longer accrue from such date, and the Annual Rent and Occupancy Costs
      thereafter payable with respect to the remainder not so taken shall be
      adjusted pro rata by Landlord in order to account for the resulting
      reduction in the number of square feet in the Premises.

15.05 Awards. Upon any such taking or purchase, Landlord shall be entitled to
      receive and retain the entire award or consideration for the affected
      lands and improvements subject to the rights of any mortgagee of
      Landlord's interest in the Land or the Building as their respective
      interests may appear, and Tenant shall not have or advance any claim
      against Landlord or the condemning authority for the value of its property
      or its leasehold estate or the unexpired Term of this Lease, or, except as
      otherwise permitted in the next sentence, for costs of removal or
      relocation, or business interruption expense or any other damages arising
      out of such taking or purchase. Nothing herein shall give Landlord any
      interest in or preclude Tenant from seeking and recovering on its own
      account from the condemning authority any award or compensation
      attributable to the taking or purchase of Tenant's chattels or trade
      fixtures or attributable to Tenant's relocation expenses provided that any
      such separate claim by Tenant shall not reduce or adversely affect the
      amount of Landlord's award. If any such award made or compensation paid to
      either party specifically includes an award or amount for the other, the
      party first receiving the same shall promptly account therefor to the
      other.


ARTICLE 16.00  DAMAGE BY FIRE OR OTHER CASUALTY

16.01 Limited Damage to Premises. If all or part of the Premises are rendered
      untenantable by damage from fire or other casualty which in Landlord's
      sole opinion can be

                                       19
<PAGE>

      substantially repaired under applicable laws and governmental regulations
      within two hundred seventy (270) days from the later to occur of (a) the
      date of such casualty (employing normal construction methods without
      overtime or other premium) or (b) the date on which Landlord receives the
      insurance proceeds relating to such casualty, Landlord shall, but only to
      the extent that sufficient insurance proceeds are available therefor (and
      subject to the rights of any mortgagee of the Land or the Building in and
      to such insurance proceeds), repair such damage other than damage to
      improvements, furniture, chattels or trade fixtures which do not belong to
      Landlord, which shall be repaired forthwith by Tenant at its own expense.

16.02 Major Damage to Premises. If all or part of the Premises are rendered
      untenantable by damage from fire or other casualty which in Landlord's
      sole opinion, as set forth in a written notice given to Tenant, cannot be
      substantially repaired under applicable laws and governmental regulations
      within two hundred seventy (270) days from the later to occur of (a) the
      date of such casualty (employing normal construction methods without
      overtime or other premium) or (b) the date on which Landlord receives the
      insurance proceeds relating to such casualty, then either Landlord or
      Tenant may elect to terminate this Lease as of the date of such casualty
      by written notice delivered to the other not more than ten (10) days after
      Landlord gives Tenant such written notice, failing which Landlord shall,
      but only to the extent that sufficient insurance proceeds are available
      therefor (and subject to the rights of any mortgagee of the Land or the
      Building in and to such insurance proceeds), repair such damage other than
      damage to improvements, furniture, chattels or trade fixtures which do not
      belong to Landlord, which shall be repaired forthwith by Tenant at its own
      expense.

16.03 Abatement. If Landlord elects to repair damage to all or part of the
      Premises under Articles 16-01 or 16.02, the Annual Rent and Occupancy
      Costs payable by Tenant hereunder shall be proportionately reduced based
      on the number of square feet within the Premises which are thereby
      rendered untenantable from the date of such casualty until five (5) days
      after completion by Landlord of the repairs to the Premises (or the part
      thereof rendered untenantable) or until Tenant again uses the Premises (or
      the part thereof rendered untenantable) in its business, whichever first
      occurs.

16.04 Major Damage to Building. If all or a substantial part (whether or not
      including the Premises) of the Building is rendered untenantable by damage
      from fire or other casualty to such a material extent that Landlord
      determines not to repair the same, Landlord may elect to terminate this
      Lease as of the date of such casualty (or on the date of notice if the
      Premises are unaffected by such casualty) by written notice delivered to
      Tenant not more than sixty (60) days after the date of such casualty. If
      Landlord elects not to terminate this Lease, Landlord shall, but only to
      the extent that sufficient insurance proceeds are available therefor (and
      subject to the rights of any mortgagee of the Land or the Building in and
      to such insurance proceeds), commence repair of the damaged portion of the
      Building, and the Lease shall remain in full force and effect in
      accordance with its terms, subject to Article 16.03 above.

                                       20
<PAGE>

16.05  Limitation on Landlord's Liability. Except as specifically provided in
       this Article 16.00, there shall be no reduction of Rent and Landlord
       shall have no liability to Tenant by reason of any injury to or
       interference with Tenant's business or property arising from fire or
       other casualty, howsoever caused, or from the making of any repairs
       resulting therefrom in or to any portion of the Building or the Premises.
       Notwithstanding anything contained herein, Rent payable by Tenant
       hereunder shall not be abated under Article 16.03 if the damage is caused
       by any act or omission of Tenant, its agents, servants, employees or any
       other person entering upon the Premises under express or implied
       invitation of Tenant.

16.06  Demolition or Substantial Renovation. Notwithstanding anything contained
       in this Lease, Landlord may terminate this Lease at any time by giving
       Tenant written notice thereof at least twelve (12) months prior to the
       effective date of termination if, at the date of the notice, it is
       Landlord's intention to demolish or substantially renovate the Building.

ARTICLE 17.00            TRANSFERS BY LANDLORD

17.01  Sale, Conveyance and Assignment. Nothing in this Lease shall restrict the
       right of Landlord to sell, convey, assign or otherwise deal with the
       Building, subject only to the rights of Tenant under this Lease.

17.02  Effect of Sale, Conveyance, or Assignment. A sale, conveyance or
       assignment of the Building shall operate to release Landlord from
       liability from and after the effective date thereof upon all of the
       covenants, terms and conditions of this Lease, express or implied, except
       as such may relate to the period prior to such effective date, or a
       condition in existence prior to such effective date, and effective as of
       such effective date, Tenant shall look solely to Landlord's successor in
       interest in and to this Lease with respect to liability originating on
       and after such effective date. This Lease shall not be affected by any
       such sale, conveyance or assignment, and Tenant shall immediately and
       automatically attorn to Landlord's successor in interest thereunder. Such
       attornment shall be effective and self-operative upon Landlord's sale,
       conveyance or assignment of the Building, without the execution of any
       further instruments or the undertaking of any further acts.

17.03  Subordination. This Lease is and shall be subject and subordinate in all
       respects to all mortgages or deeds of trust and assignments of leases and
       rents now or hereafter encumbering the Building or Land and to all
       extensions, amendments, modifications, supplements, consolidations,
       extensions, revisions and replacements thereof and to all advances made
       or hereafter made upon the security thereof. However, a holder of any
       mortgage or deed of trust may elect to subordinate, in whole or in part,
       by an instrument in form and substance satisfactory to the holder, the
       mortgage or deed of trust to this Lease.

17.04  Attornment. Subject to Article 17.05, if the Building is transferred to
       any person or entity (herein called "Purchaser") by reason of foreclosure
       or other proceedings for

                                       21
<PAGE>

       enforcement of a mortgage or deed of trust, or by delivery of a deed in
       lieu of such foreclosure or other proceedings, or if the rights under any
       assignment of leases and rents are exercised by the holder thereof,
       Tenant shall immediately and automatically attorn to Purchaser or the
       holder of the assignment of leases and rents, as the case may be.

17.05  Non-disturbance. No attornment under Article 17.04 shall be effective
unless (and until):

       (a)  the holder of the mortgage or deed of trust has subordinated, in
            whole or in part, the mortgage or deed of trust to this Lease, or

       (b)  Purchaser delivers to Tenant a written undertaking, in a form
            satisfactory to Purchaser, binding upon Purchaser and enforceable by
            and for the benefit of Tenant under applicable law, that this Lease
            and Tenant's rights hereunder shall continue undisturbed while
            Tenant is not in default despite such enforcement proceedings and
            transfer.

17.06  Effect of Attomment. Upon attomment under Article 17.04, this Lease shall
       continue in full force and effect as a direct lease between Purchaser (or
       the holder of the assignment of leases and rents if applicable) and
       Tenant, upon all of the same terms, conditions and covenants as are set
       forth in this Lease except that, after such attomment, Purchaser (or the
       holder of the assignment of leases and rents if applicable) shall not be

       (a)  subject to any offsets or defenses which Tenant might have against
            Landlord, or

       (b)  bound by any prepayment by Tenant of more than one month's
            installment of Rent, or by any previous modification of this Lease,
            unless such prepayment or modification shall have been approved in
            writing by, in the case of a transfer in connection with a
            foreclosure, deed in lieu of foreclosure or other proceedings
            relating to any such mortgage or deed of trust, the mortgagee of
            Landlord's interest in the Land or Building, by Purchaser or by any
            predecessor in interest except Landlord or, in the case of the
            exercise of the rights under any assignment of leases and rents, by
            the holder of such assignment of leases and rents, or

       (c)  subject to the obligations hereunder except, in the case of a
            transfer in connection with a foreclosure, deed in lieu of
            foreclosure or other proceedings relating to any such mortgage or
            deed of trust, during the period of Purchasees ownership of the
            Building or Land, or

       (d)  liable for any previous act or omission by Landlord under this
            Lease, or

       (e)  obligated with respect to any security deposit under this Lease
            unless such security deposit has been physically delivered to
            Purchaser or holder of any assignment of leases and rents, as the
            case may be, or

                                       22
<PAGE>

       (f)  bound or liable under any provisions in this Lease whereby Landlord
            assumed the obligations of Tenant covering space in other buildings.

17.07  Execution of Instruments. The subordination and attomment provisions of
       this Article 17.00 shall be self-operating and (except as specifically
       required in Article 17.03) no further instrument shall be necessary.
       Nevertheless Tenant, on request by and without cost to Landlord or any
       successor in interest, shall execute and deliver any and all instruments
       further evidencing such subordination and (where applicable hereunder)
       aftomment.

ARTICLE 18.00            NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR
                         ACTION

18.01  Notices. All notices, demands, billings, consents or other instruments or
       communications provided for under this Lease shall be in writing, signed
       by the party giving the same, and shall be deemed property given and
       received (a) when actually hand delivered and received or (b) three
       business days after placement in the United States mail, if sent by
       registered or certified mail, postage prepaid, or (c) the business day
       following delivery to an overnight carrier service, if such courier
       service obtains a written acknowledgement of receipt, addressed, if to
       Tenant, at the Premises (whether or not Tenant has departed from, vacated
       or abandoned the same) and, if to Landlord, at the address set forth in
       the first paragraph of this Lease, or at such other address as either
       party may notify the other of in writing in the manner provided in this
       Article 18.01.

18.02  Acknowledgements. Tenant shall at any time and from time to time, within
       ten (10) days after Landlord's written request, execute, acknowledge and
       deliver a written statement, with the form and substance of such notice
       and the party or parties to whom it is addressed to be determined by
       Landlord, ratifying this Lease and, except as otherwise noted by Tenant
       in the statement, certifying as to the truth or untruth of the matters as
       are set forth in such statement. Any such statement may be relied upon by
       any prospective transferee or encumbrancer of all or any portion of the
       Building or any assignee of any such persons. If Tenant fails to timely
       deliver such statement, Tenant shall be deemed to have acknowledged, and
       Tenant hereby appoints Landlord its attorney-in-fact to acknowledge a
       statement to the effect, that this Lease is in full force and effect,
       without modification except as may be represented by Landlord, and that
       there are no uncured defaults in Landlord's performance.

18.03  Authorities for Action. Landlord may act in any matter provided for
       herein by -its property manager, or any of its officers or general
       partners and any other person who shall from time to time be designated
       by Landlord by notice to Tenant. Tenant shall designate in writing one or
       more persons to act on its behalf in any matter provided for herein and
       may from time to time change, by notice to Landlord, such designation. In
       the absence of any such designation, the person or persons executing this
       Lease for

                                      23
<PAGE>

       Tenant shall be deemed to be authorized to act on behalf of Tenant in any
       matter provided for herein.

ARTICLE 19.00       TENANTS DEFAULT AND LANDLORD'S REMEDIES

19.01  Interest and Costs. Tenant shall pay monthly to Landlord interest at a
       rate equal to the lesser of 2% per month or the maximum rate permitted by
       applicable law, on all Rent required to be paid hereunder from the due
       date for payment thereof until the same is fully paid and satisfied.
       Tenant shall indemnify Landlord against all costs and charges (including
       legal fees) lawfully and reasonably incurred in enforcing payment
       thereof, and in obtaining possession of the Premises after default of
       Tenant or upon expiration or earlier termination of the Term of this
       Lease, or in enforcing any covenant, proviso or agreement of Tenant
       herein contained.

19.02  Events of Default. Each of the following events will constitute a
       material breach by Tenant and an "Event of Default" under this Lease:

       (a)  Failure to Pay Rent. Tenant fails to pay Annual Rent, Occupancy
            Costs or any Other Charges payable by Tenant under the terms of this
            Lease when due, and such failure continues for five (5) days after
            written notice from Landlord to Tenant of such failure; provided
            that with respect to Annual Rent and Occupancy Costs, Tenant will be
            entitled to only two (2) notices of such failure during any calendar
            year and if, after two (2) such notices are given in any calendar
            year, Tenant fails, during such calendar year, to pay any such
            amounts when due, such failure will constitute an Event of Default
            without further notice by Landlord or additional cure period.

       (b)  Failure to Perform Other Obligations. Tenant breaches or fails to
            comply with any other provision of this Lease applicable to Tenant,
            and such breach or noncompliance continues for a period of ten (10)
            days after notice by Landlord to Tenant; or, if such breach or
            noncompliance cannot be reasonably cured within such ten (10) day
            period, Tenant does not in good faith commence to cure such breach
            or noncompliance within such ten (10) day period, or does not
            diligently complete such cure within thirty (30) days after such
            notice from Landlord. However, if such breach or noncompliance
            causes or results in (i) a dangerous condition on the Premises or
            Building, (ii) any insurance coverage carried by Landlord or Tenant
            with respect to the Premises or Building being jeopardized, or (iii)
            a material disturbance to another tenant, then an Event of Default
            will exist if such breach or noncompliance is not cured as soon as
            reasonably possible after notice by Landlord to Tenant, and in any
            event is not cured within twenty (20) days after such notice. For
            purposes of this Article 19.02(b), financial inability will not be
            deemed a reasonable ground for failure to immediately cure any
            breach of, or failure to comply with, the provisions of this Lease.

                                       24
<PAGE>

       (c)  Abandonment of Premises. Tenant abandons all of the Premises, as
            defined in Article 5.03.

       (d)  Transfer of Interest Without Consent. Tenant's interest under this
            Lease or in the Premises is transferred or passes to, or devolves
            upon, any other party in violat@ of Article 11.00.

       (e)  Execution and Attachment Against Tenant. Tenant's interest under
            this Lease or in the Premises is taken upon execution or by other
            process of law directed against Tenant, or is subject to any
            attachment by any creditor or claimant against Tenant and such
            attachment is not discharged or disposed of within ten (10) days
            after levy.

       (f)  Bankruptcy or Related Proceedings. Tenant files a petition in
            bankruptcy or insolvency, or for reorganization or arrangement under
            any bankruptcy or insolvency laws, or voluntarily takes advantage of
            any such laws by answer or otherwise, or dissolves or makes an
            assignment for the benefit of creditors, or involuntary proceedings
            under any such laws or for the dissolution of Tenant are instituted
            against Tenant, or a receiver or trustee is appointed for the
            Premises or for all or substantially all of Tenant's property, and
            such proceedings are not dismissed or such receivership or
            trusteeship vacated within sixty (60) days after such institution or
            appointment.

19.03  Landlord's Remedies. Time is of the essence. If any Event of Default
       occurs, Landlord will have the right, at Landlord's election, then or at
       any later time, to exercise any one or more of the remedies described
       below. Exercise of any of such remedies will not prevent the concurrent
       or subsequent exercise for any other remedy provided for in this Lease or
       otherwise available to Landlord at law or in equity.

       (a)  Cure by Landlord. Landlord may, at Landlord's option but without
            obligation to do so, and without releasing Tenant from any
            obligations under this Lease, make any payment or take any action as
            Landlord deems necessary or desirable to cure any Event of Default
            in such manner and to such extent as Landlord deems necessary or
            desirable. Landlord may do so without additional demand on, or
            additional written notice to Tenant and without giving Tenant an
            additional opportunity to cure such an Event of Default. Tenant
            covenants and agrees to pay Landlord, upon demand, all advances,
            costs and expenses of Landlord in connection with making any such
            payment or taking any such action, including reasonable attorney's
            fees, together with interest at the rate described in Article 19.01
            from the date of payment of any such advances, costs and expenses by
            Landlord.

       (b)  Termination of Lease and Damages. Landlord may terminate this Lease,
            effective at such time as may be specified by written notice to
            Tenant, and demand (and, if

                                       25
<PAGE>

            such demand is refused, recover) possession of the Premises from
            Tenant. Tenant will remain liable to Landlord for damages in an
            amount equal to the Annual Rent, Occupancy Costs and Other Charges
            which would have been owing by Tenant for the balance of the Term
            had this Lease not been terminated, less the net proceeds, if any,
            of any reletting of the Premises by Landlord subsequent to such
            termination, after deducting all Landlord's expenses in connection
            with such recovery of possession or reletting. Landlord will be
            entitled to collect and receive such damages from Tenant on the days
            on which the Annual Rent, Occupancy Costs and Other Charges would
            have been payable if this Lease had not been terminated.
            Alternatively, at Landlord's option, Landlord will be entitled to
            recover from Tenant, as damages for loss of the bargain and not as a
            penalty, an aggregate sum equal to (i) all unpaid Annual Rent,
            Occupancy Costs and Other Charges for any period prior to the
            termination date of this Lease (including interest from the due date
            to the date of the award at the rate described in Article 19.01),
            plus any other sum of money and damages owed by Tenant to Landlord
            for events or actions occurring prior to the termination date; plus
            (ii) the present value at the time of termination (calculated at the
            Prime Rate of the Norwest Bank Denver, N.A. or its successor on the
            termination date) of the amount, if any, by which (A) the aggregate
            of the Annual Rent, Occupancy Costs, and all Other Charges- payable
            by Tenant under this Lease that would have accrued for the balance
            the Term after termination (with respect to Occupancy Costs, such
            aggregate will be calculated by assuming that Occupancy Costs for
            the Fiscal Year in which termination occurs and for each subsequent
            Fiscal Year remaining in the Term of this Lease had not been
            terminated will increase by 8% per year over the amount of Occupancy
            Costs for the prior Fiscal Year), exceeds (B) the amount of such
            Annual Rent, Occupancy Costs and Other Charges which Landlord will
            receive for the remainder of the Term from any reletting of the
            Premises occurring prior to the date of the award, or if the
            Premises have not been relet prior to the date of the award the
            amount, if any, of such Annual Rent, Occupancy Costs and Other
            Charges which could reasonably be recovered by reletting the
            Premises for the remainder of the Term at the then-current fair
            rental value, in either case taking into consideration loss of Rent
            while finding a new tenant, tenant improvements and rent abatements
            necessary to secure a new tenant, leasing brokers' commissions and
            other costs which Landlord has incurred or might incur in leasing
            the Premises to new tenant; plus (iii) interest on the amount
            described in (ii) above from the termination date to the date of the
            award at the rate described in Article 19.01.

       (c)  Repossession and Reletting. Landlord may reenter and take possession
            of all or any part of the Premises, without additional demand or
            notice, and repossess the same and expel Tenant and any party
            claiming by, through or under Tenant, and remove the effects of both
            using such force for such purposes as may be necessary, without
            being liable for prosecution for such action or being deemed guilty
            of any manner of trespass, and without prejudice to any remedies for
            arrears of Rent or right to bring any proceeding for breach of
            covenants or conditions. No such. reentry or taking possession of
            the Premises by Landlord will be construed as an election by
            Landlord to terminate this Lease unless a written notice of such

                                       26
<PAGE>

            intention is given to Tenant. No notice from Landlord or notice
            given under a forcible entry and detainer statute or similar laws
            will constitute an election by Landlord to terminate this Lease
            unless such notice specifically so states. Landlord reserves the
            right, following any reentry or reletting, to exercise its right to
            terminate this Lease by giving Tenant such written notice, in which
            event the Lease will terminate as specified in such notice. After
            recovering possession of the Premises, Landlord may, from time to
            time, but will not be obligated to, relet all or any part of the
            Premises for Tenant's account, for such term or terms and on such
            conditions and other terms as Landlord, in its discretion,
            determines. Landlord may make such repairs, alterations or
            improvements as Landlord considers appropriate to accomplish such
            reletting, and Tenant will reimburse Landlord upon demand for all
            costs and expenses, including attorneys' fees, which Landlord may
            incur in connection with such reletting. Landlord may collect and
            receive the rents for such reletting but Landlord will in no way be
            responsible or liable for any failure to relet the Premises or for
            any inability to collect any rent due upon such reletting.
            Regardless of Landlord's recovery of possession of the Premises,
            Tenant will continue to pay on the dates specified in this Lease,
            the Annual Rent, Occupancy Costs, and Other Charges which would be
            payable if such repossession had not occurred, less a credit for the
            net amounts, if any, actually received by Landlord through any
            reletting of the Premises. Alternatively, at Landlord's option,
            Landlord will be entitled to recover from Tenant, as damages for
            loss of the bargain and not as a penalty, an aggregate sum equal to
            (i) all unpaid Annual Rent, Occupancy Costs and Other Charges for
            any period prior to the repossession date (including interest from
            the due date to the date of the award at the rate described in
            Article 19.01), plus any other sum of money and damages owed by
            Tenant to Landlord for events or actions occurring prior to the
            repossession date; plus (ii) the present value at the time of
            repossession (calculated at the Prime Rate of the Norwest Bank
            Denver, N. A. or its successor on the repossession date) of the
            amount, if any, by which (A) the aggregate of the Annual Rent,
            Occupancy Costs and all Other Charges payable by Tenant-under this
            Lease that would have accrued for the balance of the Term after
            repossession (with respect to Occupancy Costs, such aggregate will
            be calculated by assuming that Occupancy Costs for the Fiscal Year
            in which repossession occurs and for each subsequent Fiscal Year
            remaining in the Term if Landlord had not repossessed the Premises
            will increase by 8% per year over the amount of Occupancy Costs for
            the prior Fiscal Year), exceeds (B) the amount of such Annual Rent,
            Occupancy Costs and Other Charges which Landlord will receive for
            the remainder of the Term from any reletting of the Premises
            occurring prior to the date of the award, the amount, if any, of
            such Annual Rent, Occupancy Costs and Other Charges which could
            reasonably be recovered by reletting the Premises for the remainder
            of the Term at the then-current fair rental value, in either case
            taking into consideration loss of Rent while finding a new tenant,
            tenant improvements and rent abatements necessary to secure a new
            tenant, leasing brokers' commissions and other costs which Landlord
            has incurred or might incur in leasing the Premises to a new tenant;
            plus (iii) interest on the amount described in (ii) above from the
            repossession date to the date of the award at the rate described in
            Article 19.01.

       (d)  Bankruptcy Relief. Nothing contained in this Lease will limit or
            prejudice Landlord's right to prove and obtain as liquidated damages
            in any bankruptcy, insolvency, receivership, reorganization or
            dissolution proceeding, an amount

                                       27
<PAGE>

            equal to the maximum allowable by any laws governing such proceeding
            in effect at the time when such damages are to be proved, whether or
            not such amount be greater, equal or less than the amounts
            recoverable, either as damages or Rent, under this Lease.

19.04  Effect on Subleases. Whether or not Landlord elects to terminate this
       Lease on account of any default by Tenant, Landlord shall have the right
       to terminate any and all subleases, licenses, concessions or other
       consensual arrangements for possession entered into by Tenant and
       affecting the Premises or may, in Landlord's sole discretion, succeed to
       Tenant's interest in such subleases, licenses, concessions or
       arrangements. In the event of Landlord's election to succeed to Tenant's
       interest in any such subleases, licenses, concessions or arrangements,
       Tenant shall, as of the date of notice by Landlord of such election, have
       no further right to or interest in the rent or other consideration
       receivable thereunder.

ARTICLE 20.00            BANKRUPTCY

20.01  Bankruptcy.

       (a)  In the event a petition is filed by or against Tenant under the
            Bankruptcy Code, Tenant, as debtor and debtor in possession, and any
            trustee who may be appointed, agree to adequately protect Landlord
            as follows:

            (i)   to pay monthly in advance on the first day of each month as
                  reasonable compensation for use and occupancy of the Premises
                  an amount equal to all Rent due pursuant to this Lease; and

            (ii)  to perform each and every obligation of Tenant under this
                  Lease until such time as this Lease is either rejected or
                  assumed by order of a court of competent jurisdiction; and

            (iii) to determine within sixty (60) days after the filing of such
                  petition whether to assume or reject this lease; and

            (iv)  to give Landlord at least thirty (30) days prior written
                  notice, unless a shorter notice period is agreed to in writing
                  by the parties, of any proceeding relating to any assumption
                  of this Lease; and

            (v)   to give at least thirty (30) days prior written notice of any
                  vacation or abandonment (including any vacation or abandonment
                  specifically described in Article 5.03) of the Premises, any
                  such vacation or abandonment to be deemed a rejection of this
                  Lease; and

            (vi)  to do all other things of benefit to Landlord otherwise
                  required under the Bankruptcy Code.

                                       28
<PAGE>

       Tenant shall be deemed to have  rejected this Lease in the event of the
       failure to comply wit any of the above.

(b)    If Tenant or a trustee elects to assume this Lease subsequent to the
       filing of a petition under the Bankruptcy Code, Tenant, as debtor and as
       debtor in possession, and any trustee who may be appointed agree as
       follows:

             to cure each and every existing breach by Tenant within not more
             than ninety (90) days of assumption of this Lease; and

       (ii)  to compensate Landlord for any actual pecuniary loss resulting from
             any existing breach, including without limitation, Landlord's
             reasonable costs, expenses and attorney's fees incurred as a result
             of the breach, as determined by a court of competent jurisdiction,
             within ninety (90) days of assumption of this Lease; and

       (iii) in the event of an existing breach, to provide adequate assurance
             of Tenant's future performance, including without limitation:

             (A)  the deposit of an additional sum equal to three (3) months'
                  Rent to be held (without any allowance for interest thereon)
                  to secure Tenant's obligations under the Lease; and

             (B)  the production to Landlord of written cumentation establishing
                  that Tenant has sufficient present and anticipated financial
                  ability to perform each and every obligation of Tenant under
                  this Lease; and

             (C)  assurances, in a form acceptable to Landlord, as may be
                  required under any applicable provision of the Bankruptcy
                  Code; and

       (iv)  the assumption will not breach any provision of this Lease; and

       (v)   the assumption will be subject to all of the provisions of this
             Lease unless the prior written consent of Landlord is obtained; and

       (vi)  the prior written consent to the assumption of any mortgagee or
             ground lessor to which this Lease has been assigned as collateral
             security is obtained.

       (c)   If Tenant assumes this Lease and proposes to assign the same
             pursuant to the provisions of the Bankruptcy Code to any person or
             entity who shall have made a bona fide offer to accept any
             assignment of this lease on terms acceptable to Tenant, then notice
             of such proposed assignment, setting forth:

                  the name and address of such person,

                                       29
<PAGE>

             (ii)  all the terms and conditions of such offer, and

             (iii) the adequate assurance to be provided Landlord to assure such
                   person's future performance under the Lease, including
                   without limitation, the assurances referred to in any
                   applicable provision of the Bankruptcy Code,

              shall be given to Landlord by Tenant no later than twenty (20)
              days after receipt by Tenant, but in any event no later than ten
              (10) days prior to the date that Tenant shall make application to
              a court of competent jurisdiction for authority and approval to
              enter into such assignment and assumption, and Landlord shall
              thereupon have the prior right and option, to be exercised by
              notice to Tenant given at any time prior to the effective date of
              such proposed assignment, to accept an assignment of this Lease
              upon the same terms and conditions and for the same consideration,
              if any, as the bona fide offer made by such person, less any
              brokerage commissions which may be payable out of the
              consideration to be paid by such person for the assignment of this
              Lease. The adequate assurance to be provided Landlord to assure
              the assignee's future performance under the Lease shall include
              without limitation:

              (A)  the deposit of a sum equal to three (3) months' Rent to be
                   held (without any allowance for interest thereon) as security
                   for performance hereunder; and

              (B)  a written demonstration that the assignee meets all
                   reasonable financial and other criteria of Landlord as did
                   Tenant and its business at the time of execution of this
                   Lease, including the production of the most recent audited
                   financial statement of the assignee prepared by a certified
                   public accountant; and

              (C)  the assignee's use of the Premises will be in compliance with
                   the terms of Article 5.00 of this Lease; and

              (D)  assurances, in a form acceptable to Landlord, as to all
                   matters identified in any applicable provision of the
                   Bankruptcy Code.


ARTICLE 21.00            MISCELLANEOUS

21.01  Relationship of Parties. Nothing contained in this Lease shall create any
       relationship between the parties hereto other than that of Landlord and
       Tenant, and it is acknowledged and agreed that Landlord does not in any
       way or for any purpose become a partner of Tenant in the conduct of its
       business, or a joint venture or a member of a joint or common enterprise
       with Tenant.

                                       30
<PAGE>

21.02      Consent Not Unreasonably Withheld. Except as otherwise specifically
           provided, whenever consent or approval of Landlord or Tenant is
           required under the terms of this Lease, such consent or approval
           shall not be unreasonably withheld or delayed. Tenant's sole remedy,
           4f Landlord unreasonably withholds or delays consent or approval,
           shall be an action for specific performance, and Landlord shall not
           be liable for damages. If either party withholds any consent or
           approval, such party shall on written request deliver to the other
           party a written statement giving the reasons therefor.

21.03      Name of Building and Project. Landlord shall have the right in its
           sole discretion after thirty (30) days notice to Tenant, to change
           the name, number or designation of the Building or the Project (if
           any), or both, during the Term without liability to Tenant.

21.04      Applicable Law and Construction. This Lease shall be governed by and
           construed under the laws of the jurisdiction in which the Building is
           located, and its provisions shall be construed as a whole according
           to their common meaning and, because this Lease has been negotiated
           by both Landlord and Tenant, shall not be interpreted strictly for or
           against Landlord or Tenant. The words Landlord and Tenant shall
           include the plural as well as the singular. If this Lease is executed
           by more than one tenant, Tenant's obligations hereunder shall be
           joint and several obligations of such executing tenants. Time is of
           the essence of this Lease and each of its provisions. The captions of
           the Articles are included for convenience only, and shall have no
           effect upon the construction or interpretation of this Lease.

21.05      Entire Agreement. This Lease contains the entire agreement between
           the parties hereto with respect to the subject matter of this Lease
           and shall supersede all prior agreements or understandings between
           Landlord and Tenant with respect to the subject matter hereof. Tenant
           acknowledges and agrees that it has not relied upon any statement,
           representation, agreement or warranty except such as are set out in
           this Lease.

21.06      Offer Irrevocable. Tenant hereby offers to lease from Landlord the
           Premises under the terms and conditions of this Lease. Landlord shall
           not be deemed to have made an offer to Tenant by preparing this Lease
           and no agreement respecting the Premises shall arise or exist between
           the parties except through the making of this offer by Tenant and the
           acceptance by Landlord by delivering to Tenant a copy hereof which
           has been executed by Landlord. This offer shall be irrevocable and
           open for acceptance by Landlord until 5:00 p.m. on the sixtieth
           (60th) day after execution hereof by Tenant, and if not accepted by
           then may be withdrawn.

21.07      Amendment or Modification. Except to the extent as may otherwise
           specifically be provided in this Lease, no amendment, modification,
           or supplement to this Lease shall be valid or binding unless set out
           in writing and executed by the parties hereto in the same manner as
           the execution of this Lease.

21.08      Construed Covenants and Severability. All of the provisions of this
           Lease are to be construed as covenants and agreements as though the
           words imparting such covenants and agreements were used in each
           separate Article hereof. Should any provision of this

                                       31
<PAGE>

           Lease be or become invalid, void, illegal or not enforceable, it
           shall be considered separate and severable from the Lease and the
           remaining provisions shall remain in force and be binding upon the
           parties hereto as though such provision had not been included.

21.09      No Implied Surrender or Waiver. No provisions of this Lease shall be
           deemed to have been waived by Landlord unless such waiver is in
           writing signed by Landlord. Landlord's waiver of a breach of any term
           or condition of this Lease shall not prevent a subsequent act, which
           would have originally constituted a breach, from having all the force
           and effect of any original breach. Landlord's receipt of Rent with
           knowledge of a breach by Tenant of any term or condition of this
           Lease shall not be deemed a waiver of such breach. Landlord's failure
           to enforce against Tenant or any other tenant in the Building any of
           the Rules and Regulations made under Article 14.00 shall not be
           deemed a waiver of such Rules and Regulations. No act or thing done
           by Landlord, its agents or employees during the Term shall be deemed
           an acceptance of a surrender of the Premises, and no agreement to
           accept a surrender of the Premises shall be valid, unless in writing
           signed by Landlord. Neither the delivery of keys to nor the
           acceptance thereof by any of the Landlord's agents or employees, nor
           the taking possession of the Premises by Landlord after any vacation
           thereof by Tenant, shall operate as a termination of this Lease or a
           surrender of the Premises. No payment by Tenant, or receipt by
           Landlord, of a lesser amount than the Rent due hereunder shall be
           deemed to be other than on account of the earliest stipulated Rent,
           nor shall any endorsement or statement on any check or any letter
           accompanying any check, or payment as Rent, be deemed an accord and
           satisfaction, and Landlord may accept such check or payment without
           prejudice to Landlord's right to recover the balance of such Rent or
           pursue any other remedy available to Landlord.

21.10      Successors Bound. Except as otherwise specifically provided, the
           covenants, terms and conditions contained in this Lease shall apply
           to and bind the heirs, successors, executors, administrators and
           assigns of the parties hereto.

21.11      Relocation - Substitute Premises. Landlord shall have the right at
           any time, upon reasonable notice to Tenant (the "Relocation Notice"),
           to relocate Tenant from all or, in accordance with this paragraph, a
           portion, of the Premises to different premises in the Project (the
           "Substitute Premises"). If Landlord elects to relocate only a
           portion, rather than all, of the Premises, and prior to the proposed
           relocation, no portion of the Premises to be relocated is contiguous
           to any portion of the Premises not to be relocated, then the
           Substitute Premises may be located in such part of the Project as
           Landlord may elect in its sole discretion. For purposes of this
           paragraph, "contiguous" shall mean that the portion of the Premises
           to be relocated and the portion of the Premises not to be relocated
           are (a) adjacent to each other within the same floor or (b) located
           on adjacent floors which are connected by an internal staircase
           (other than the fire staircase). The Substitute Premises shall be of
           approximately the same size and comparable finish as the Premises or
           the portion thereof to be relocated. Landlord will reimburse Tenant
           for all reasonable out-of-pocket expenses incurred by Tenant as a
           result of the relocation. Tenant shall relocate to the Substitute
           Premises within the time set forth in the Relocation Notice. On the
           date on which Tenant takes

                                       32
<PAGE>

           possession of the Substitute Premises, this Lease shall be deemed
           amended to provide for the Substitute Premises, and all other terms
           and conditions of the Lease shall remain in full force and effect.
           Tenant agrees to execute any document reasonably required by Landlord
           to reflect the relocation to the Substitute Premises.

           If Landlord exercises its right to relocate Tenant during the last
           year of the initial Term and the "Substitute Premises" is not
           reasonably acceptable to Tenant, then Tenant may elect to cancel this
           Lease by giving Landlord written notice within fifteen (15) days of
           receipt of Landlord's Relocation Notice. In such instance, the
           termination date shall be the effective date of relocation as set
           forth in Landlord's Relocation Notice and other than Rent due and
           payable which accrues during such period prior to the termination
           date, there shall be no termination fee.

21.12      Lease Approval. The execution of this Lease shall be subject to the
           approval of Landlord's Management Committee and, if required, by
           Landlord's lender for the Building.

21.13      Nondiscrimination. Tenant covenants that this Lease is made and
           accepted upon and subject to the condition that there shall be no
           discrimination against or segregation of any person or group of
           persons on account of sex, marital status, race, color, creed,
           religion, national origin or ancestry. In the leasing, subleasing,
           transferring, use or enjoyment of the Premises nor shall Tenant
           itself, or any person claiming under or through it, establish or
           permit any such practice or practices of discrimination or
           segregation with reference to the selection, location, number, use or
           occupancy of tenants, lessees, sublessees, subtenants or vendees in
           the Premises.

21.14      Deposit. A deposit of $15,000 payable to Landlord is delivered
           herewith to be held without accruing interest, at Landlord's option
           in a separate account or commingled with other funds to be held by
           Landlord through the term of the Lease. If Tenant fails to comply
           with the provisions hereof, such deposit shall be retained by
           Landlord in payment for its expenses or damages or any amounts
           payable under the Lease, but such retention shall not limit or
           preclude Landlord's right of action for damages or other remedies for
           breach of the provisions of this Lease.

21.15     (INTENTIONALLY DELETED]

21.16      Personal Liability. The obligations of Landlord under this Lease do
           not constitute personal obligations of the Landlord or the individual
           partners, members, directors, officers, agents or shareholders of
           Landlord, disclosed or undisclosed. Tenant shall look solely to
           Landlord's estate in the Land and Building for satisfaction of any
           liability under or in respect of this Lease or for the satisfaction
           of Tenants remedies for the collection of a judgment (or other legal
           process) requiring the payment of money by Landlord and no other
           property and assets of such Landlord or any partner, member, officer,
           director, agent or shareholder, disclosed or undisclosed, shall be
           subject to levy, execution or other enforcement procedure for the
           satisfaction of Tenant's remedies under or in respect

                                       33
<PAGE>

           of this Lease, the relationship of Landlord and Tenant under this
           Lease or Tenant's use of the Land or Building or the use or occupancy
           of the Premises .

21.17      Brokerage Commission. Landlord and Tenant each agree to indemnify and
           hold the other harmless from and against all broker's or other real
           estate commissions or fees incurred by the indemnifying party or
           arising out of its activities with respect to the Lease. The
           provisions of this Article 21.17 shall survive the expiration or
           sooner termination of this Lease. Landlord and Tenant each hereby
           represent and warrant to the other that it does not recognize and has
           not used any broker other than Corporate Facility Consulting, Inc.
           ("Broker") with respect to this Lease and the negotiation hereof.
           Landlord hereby agrees to pay Broker a commission per a separate
           agreement between Landlord and Broker.

21.18      Unavoidable Delay. As used in this Lease, "Unavoidable Delay" means
           fire, explosion and other casualties; war, invasion, insurrection,
           riot, sabotage, and malicious mischief; strikes, work stoppages or
           slowdowns and lockouts; condemnation; rules, regulations or orders of
           civil or military or naval authorities adopted after the date hereof;
           impossibility of or delay in obtaining materials or reasonable
           substitutes from suppliers for reasons other than unavailability of
           funds (excluding any special materials selected by Tenant which are
           not generally available or for which there are not reasonable
           substitutes); or any other cause, the occurrence of which, or the
           extent and duration of the occurrence of which, is not within the
           reasonable control of the party in question. An Unavoidable Delay
           shall exist only for the period in which it is not within the
           reasonable control of the party in question to prevent, control or
           correct such event. Except as otherwise provided in this Lease, (a)
           if Landlord or Tenant shall, due to Unavoidable Delay, fail
           punctually to perform any obligation on its part to be performed
           under this Lease, then such failure shall be excused and not be a
           breach of this Lease by the party in question, but only to the extent
           caused by Unavoidable Delay: or (b) if any right or option of either
           party to take any action under or with respect to this Lease is
           conditioned upon the same being exercised within any prescribed
           period of time or some specified date, then such prescribed period of
           time and such specified date shall be deemed to be extended or
           delayed, as the case may be, for a period equal to the period of the
           Unavoidable Delay. Notwithstanding the foregoing, Unavoidable Delay
           shall not be applicable to determining the date of commencement of,
           or the continuance of, Tenant's obligation to pay Rent or its
           obligations to pay any other sums, moneys, costs, charges or expenses
           required to be paid by Tenant hereunder (whether or not Tenant's Work
           is thereby delayed beyond the Construction Period) or to the date by
           which Tenant must exercise any right or option under this Lease,
           including without limitation to terminate this Lease or to extend the
           Term.

21.19      Hazardous Materials. Tenant shall not (either with or without
           negligence) cause or permit the escape, disposal or release of any
           biologically or chemically active or other hazardous substances, or
           materials on or about the Premises or any other portion of the
           Project, nor shall Tenant allow the storage or use of such substances
           or materials on or about the Premises or any other portion of the
           Project, nor allow to be brought into the Premises or any other
           portion of the Project any such materials or substances. Without

                                       34
<PAGE>

           limitation, hazardous substances and materials shall include those
           described in the Comprehensive Environmental Response, Compensation
           and Liability Act of 1980, the Resource Conservation and Recovery
           Act, the Superfund Amendments and Reauthorization Act of 1986, the
           Occupational Safety and Health Act, the Clean Water Act, any
           amendments to such Acts, and any federal, state or municipal laws,
           ordinances, regulations or common law which may now or hereafter
           impose liability on Landlord with respect to hazardous substances.
           Tenant will be solely responsible for and will defend, indemnify and
           hold Landlord, its agents and employees harmless from and against all
           claims, costs and liabilities, including attorneys' fees, court
           costs, and other expenses of litigation (i) arising out of or in
           connection with any breach of this Article, or (ii) arising out of or
           in connection with the removal, clean-up and restoration work and
           materials necessary to return the Premises and the Project and any
           other property of whatever nature located therein to their condition
           existing prior to the introduction of hazardous materials in or about
           the Premises or Project. If any lender or governmental agency shall
           ever require testing to ascertain whether or not there has been any
           hazardous materials on or about the Premises (or, as a result of
           Tenant's actions, on or about other portions of the Project), then
           the costs thereof shall be reimbursed by Tenant to Landlord upon
           demand additional charges. In addition, Tenant shall execute
           affidavits, representations and the like from time to time at
           Landlord's request concerning Tenant's knowledge and belief regarding
           the presence of hazardous substances or materials on the Premises.
           The within covenants and indemnity shall survive the expiration or
           earlier termination of the Term.

21.20      Authorization. Tenant is a corporation or partnership, each
           individual executing this Lease on behalf of Tenant hereby covenants
           and warrants that Tenant is, as applicable, a duly qualified
           corporation or partnership authorized and/or qualified to do business
           in the state in which the Land is located and that each such
           individual is, as applicable, an officer or partner of Tenant duly
           authorized and empowered to execute and deliver this Lease on behalf
           of Tenant, all corporate or partnership action necessary thereto
           having been duly taken.

21.21      No Air Rights. This Lease does not grant any easements or rights for
           light, air or view. Any diminution or blockage of light, air or view
           by any structure or condition now or later erected will not affect
           this Lease or impose any liability on Landlord.

21.22      Recording; Confidentiality. Tenant will not record this Lease, or a
           short form memorandum. Tenant agrees to keep the Lease terms,
           provisions and conditions confidential and will not disclose them to
           any other person. However, Tenant may disclose Lease terms,
           provisions and conditions to Tenant's accountants, attorneys,
           managing employees and others in privity with Tenant, as reasonably
           necessary for Tenant's business purposes.


(Signature blocks on following page]

                                       35
<PAGE>

IN WITNESS OF THIS LEASE, Landlord and Tenant have property executed it as of
the date set out on page one.


LANDLORD:                                   TENANT:
BROOKFIELD REPUBLIC INC.                    INTEK INFORMATION, INC.
a Colorado corporation                      Colorado corporation

By:_____________________________            By: /s/ Timothy C. O'Crowley
                                                ----------------------------

Name:___________________________            Name: Timothy C. O'Crowley
                                                  --------------------------

Title:__________________________            Title: Chief Executive Officer
                                                   -------------------------

By:_____________________________            By _____________________________

Name:___________________________            Name:___________________________

Title:__________________________            Title:__________________________

                                       36
<PAGE>

                                                                       EXHIBIT B

                                REPUBLIC PLAZA
                                 OFFICE TOWER
                                DENVER,COLORADO


SECTION 1.00           WORDS AND PHRASES

1.01     Definitions  In the Lease, including this Exhibit

         (a)    "Architect" means any firm of professional architects or
                engineers that Landlord may from time to time engage for
                preparation of construction drawings for the Building or for
                general supervision of architectural and engineering aspects and
                operations of the Building and includes any consultant or
                consultants appointed by Landlord or by the firm of professional
                architects or engineers Landlord engages as long as the
                consultant or consultants act within the scope of their
                appointment and specialty.

         (b)    "Building" means the building in which the Premises are located
                currently known as Republic Plaza, being the 56 story office
                tower located on the Land and forming part of the Project,
                excluding those portions of the building (except entrance
                lobbies, elevator cores and stairwells, vertical duct work and
                mechanical systems, and structural supports) below street level
                leased or designated for lease by Landlord to tenants for retail
                or service stores but including those portions of the Project
                leased or designated for lease by Landlord to tenants of that
                building for storage, support and office parking facilities.

         (c)    "Common Areas" means at any time those portions of the Project
                not leased or designated for lease to tenants that Landlord
                provides for use in common by (or by the sublessees, agents,
                employees, customers or licensees o@, Landlord, Tenant, and any
                other tenants of the Project, whether or not those areas are
                open to the general public, and includes any fixtures, chattels,
                systems, decor, signs, facilities, or landscaping contained,
                maintained or used in connection with those areas, and is deemed
                to include any city sidewalks adjacent to the Land and any
                pedestrian walkway system whether above or below grade, park, or
                other facility open to the general public for which Landlord is
                subject to obligations arising from the Land and Project.

         (d)    "Delivery Facilities" means those portions of the Common Areas
                on or below street level from time to time designated by
                Landlord as facilities to be used in common by Landlord, tenants
                of the Project and others for purposes of loading, unloading,
                delivery, dispatch and holding of merchandise, goods and
                materials entering or leaving the Project, and giving vehicular
                access to the Project.

          (e)   "Land" means those lands in the City and County of Denver, State
                of Colorado, legally described as: Lots 1 through 22 and Lots 29
                through 32, Block 209 EAST @ENVER, City and County of Denver,
                State of Colorado: EXCEPT that portion of said Lots 21 and 22
                described as follows:

                commencing at the most northerly comer of said Lot 22; thence
                southwesterly along the northwesterly line of said Lot 22, a
                distance of 1.00 foot to the True Point of Beginning; thence
                southeasterly and parallel with the northeasterly line of said
                Lot 22 to a point on the

                                       1
<PAGE>

                southeasterly line of said Lot 22, from which the most easterly
                comer of said Lot 22 lies northeasterly 1.00 foot distant;
                thence southwesterly along the southeasterly line of said Lot
                22, a distance of 16.00 feet; thence northwesterly, 17.00 feet
                distant and parallel with the northeasterly line of said Lot 22,
                a distance of 65.00 feet; thence westerly to a point that lies
                95.00 feet northwesterly by perpendicular measurement from the
                southeasterly line of said Lot 21 and also lies 36.00 feet
                southwesterly by perpendicular measurement from the
                northeasterly line of said Lot 22; thence northwesterly, 36.00
                feet distant and parallel with the northeasterly line Of said
                Lot 22 to a point on the northwesterly line of said Lot 21;
                thence northeasterly along the northwesterly lines of said Lot
                21 and Lot 22, a distance of 35.00 feet to the True Point of
                Beginning.

                AND EXCEPT the northeasterly 1 foot of Lot 22.

                TOGETHER WITH that portion of the vacated alley adjoining said
                Lots 12 through 21 as described in Ordinance No. 360, Series of
                1981, recorded on July 20, 1981 in Book 2415 at page 548 of the
                records of the City and County of Denver, State of Colorado;

                AND TOGETHER WITH all rights in and to any licenses, permits or
                easements granted in favor of the development and use of the
                Land;

                and shall be deemed to include additional land in which Landlord
                has an interest from time to time which is contiguous to the
                Land (or contiguous to a public street that is contiguous to the
                Land) and which Landlord has improved for use in connection with
                the Land, and shall be deemed to exclude any parts of the Land
                which are transferred from time to time.

                "Project" means the Land and those developments and improvements
                in which Landlord has an interest from time to time and which
                are located on the Land, including the Building and Retail
                Building.

         (g)    "Rentable Components" means the Building and the Retail
                Building.

         (h)    "Retail Building" means the 4 level building located on the Land
                at the comer of Sixteenth Street and Court Place and forming
                part of the Project, excluding those portions of that building
                below the first level below street level (except entrance
                lobbies, elevator cores, stairwells, vertical duct work,
                mechanical systems and structural supports), but including those
                portions of the Project leased or designated for lease by
                Landlord to tenants for retail or service stores and including
                those portions of the Project leased or designated for lease by
                Landlord to tenants of that building for storage, support and
                retail parking facilities.

                "Section" means a section of this Exhibit B.

1.02     Normal Business Hours Except as otherwise specifically provided in the
         Lease, normal business hours for the Building shall be from 7:30 a.m.
         to 6:00 p.m., Monday through Friday of each week, and 9:00 a.m. to 2:00
         p.m. on Saturday, excluding days which are legal or statutory holidays
         in the jurisdiction in which the Building is located, subject to change
         by Landlord.


SECTION 2.00           DETERMINATION OF OCCUPANCY COSTS

2.01     Definitions In this Section 2.00

                                       2
<PAGE>

         (a)      "Taxes" means the aggregate of all taxes, rates, charges,
                  levies, and assessments imposed by any governmental or quasi-
                  governmental or other taxing authority upon or in respect of
                  the Land and all improvements on the Land including any tax
                  imposed on the capital invested in the Land. In determining
                  Taxes, any income, profits or excess profits tax imposed upon
                  the income of Landlord and any other tax of a personal nature
                  charged or levied against the Landlord shall be excluded,
                  except to the extent that such is levied in lieu of taxes,
                  rates, charges, or assessments in respect of the Land or
                  improvements on the Land.

         (b)      "Tax Cost" means that portion of Taxes accruing in respect of
                  the calendar year in which the Fiscal Year begins multiplied
                  by a fraction the numerator of which is the rentable area of
                  the Building and the denominator of which is the aggregate of
                  the rentable area of the Rentable Components.

         (c)      "HVAC Cost" means a percentage of the costs attributable to
                  the Building in the Fiscal Year for the operation, repair and
                  maintenance of the systems for heating, ventilating and air
                  conditioning the Project, as established by Landlord from time
                  to time on a fair and equitable basis which reflects load and
                  hours of operation.

         (d)      "General Project Expense" means all net costs, charges and
                  expenses in respect of a Fiscal Year directly attributable to
                  the operation, repair and maintenance of the Project but not
                  attributable solely to the operation, repair and maintenance
                  of any of the Rentable Components.

         (e)      "Common Areas Expense" means all net costs, charges, and
                  expenses in respect of a Fiscal Year attributable to the
                  operation, repair, and maintenance of the Common Areas.

           "Square Feet in the Building" means the aggregate of the rentable
           areas of the Building calculated on a single tenancy floor basis
           provided that if from time to time there is a material change in the
           rentable space in the Building, Square Feet in the Building shall
           from the effective date of the change until any further change mean
           the number of square feet in the Building determined on completion of
           that change on the basis set out in Section 3.00.

         (g)      "Square Feet in the Premises" means the aggregate of the
                  numbers of square feet set out in the definition of Premises
                  under Article 1.01 of the Lease.

2.02     "Occupancy Costs" Occupancy Costs for any Fiscal Year is an amount
         equal to Operating Cost (as defined in Section 2.03) in respect of that
         Fiscal Year multiplied by the Square Feet in the Premises.

2.03     Determination of Operating Cost "Operating Cost" means a per square
         foot amount in respect of a Fiscal Year (calculated to the nearest
         cent) established in accordance with generally accepted accounting
         principles and confirmed in a certificate of Landlord, and equal to the
         sum of the following costs, divided by the Square Feet in the Building:

         (a)      all net costs, charges, and expenses directly attributable to
                  the operation, repair and maintenance of the Building,
                  including without limitation Tax Cost and HVAC Cost, and all
                  indirect costs that are reasonably attributable to the
                  operation, repair and maintenance of the Building including
                  without limitation accounting, administrative and legal costs;
                  and

                                       3
<PAGE>

         (b)      a portion of Common Areas Expense as established by Landlord
                  from time to time on a fair and equitable basis; and

         (c)      that proportion of General Project Expense which the rentable
                  area of the Building is of the aggregate rentable area of the
                  Rentable Components; and

         (d)      a charge for offsite management overhead equal to four percent
                  of Landlord's gross revenue from the Building in such Fiscal
                  Year, excluding revenues under this Section 2.03(d), but not
                  less than 15% of the total of Section 2.03 (a), (b) and (c).
                  For purposes of this Section 2.03(d), Rent shall be deemed to
                  be paid for 95% of the Square Feet in the Building at a rate
                  equal to the average Rent of the leases in place during the
                  Fiscal Year.

           Operating Cost under this Section 2.03 includes all net expenses
           property allocable to the Fiscal Year for any capital improvement or
           structural repair incurred to reduce or limit increases in Operating
           Cost, or required by Landlord's insurance carrier or by any change in
           the laws, rules, regulations or orders of any governmental or quasi-
           governmental authority having jurisdiction or expenses resulting from
           normal repair or maintenance, which expenses shall be repaid in equal
           monthly installments together with interest at applicable rates over
           the lesser of the useful capital life of the capital improvement or
           structural repair or the operational savings payback period.

  2.04     Limitation on Operating Cost In determining Operating Cost, the cost
           (if any) of the following shall be excluded except as specifically
           provided in Section 2.03:

           (a)    major structural repairs to the Project;

           (b)    repair and replacement resulting. from inferior or deficient
                  workmanship, materials, or equipment in the initial
                  construction of the Project or for which Landlord is
                  reimbursed by insurers;

           (c)    ground or master lease rent (if any), depreciation,
                  amortization, and interest on and capital retirement of debt;

           (d)    operation, repair and maintenance which is attributable solely
                  to any of the Rentable Components of the Project other than
                  the Building; and

           (e)    tenant improvements and leasing commissions.

2.05     When Services Are Not Provided  Notwithstanding  Section 2.03, when and
         if any service (such as janitorial  service) which is normally provided
         by Landlord to tenants of the Building in their premises:

         (a)      is not provided by Landlord in the Premises under the specific
                  terms of this Lease, then in determining Occupancy Costs for
                  Tenant, the cost of that service [except as it relates to
                  Common Areas, and to those areas of the Building from time to
                  time not designated for leasing or designated by Landlord for
                  use by or for the benefit of Tenant (or by or for the benefit
                  of the s' ublessees, agents, employees, customers or
                  licensees of Tenant) in common with all other tenants and
                  other persons in the Building] shall be excluded, and

         (b)      is not provided by Landlord in a significant portion of the
                  Building, then in determining Occupancy Costs (excluding Tax
                  Cost) for Tenant, the cost of that service shall be divided by
                  the difference between the Square Feet in the Building and the
                  number of square feet in

                                       4
<PAGE>

          in the Building in which Landlord does not provide such service,
          determined on the basis set out in Section 3.01.

2.06   Partial Fiscal Year  If the Term commences after the beginning of or
       terminates before the end of a Fiscal Year, any amount payable by Tenant
       or Landlord under Section 2.02 shall be adjusted proportionately.

2.07   Shared Facilities, Services and Utilities If any facilities, services or
       utilities:

       (a)  for the operation, repair and maintenance of the Project are
            provided from another building or other buildings owned or operated
            by Landlord or any affiliate of Landlord or any agent of Landlord,
            or

       (b)  for the operation, repair and maintenance of another building or
            other buildings owned or operated by Landlord or any affiliate of
            Landlord, or any agent of Landlord are provided from the Project,

       the net costs, charges and expenses therefor shall, for the purposes of
       Section 2.03, be allocated by Landlord between the Project and the other
       building or buildings on a fair and equitable basis.

2.08   Adjustment of Operating Cost  Landlord shall use reasonable efforts to
       recover where circumstances so permit an equitable share of the cost of
       operating and maintaining Common Areas from owners or occupants of
       adjoining properties and shall credit any such recoveries to the gross
       cost before determination of Operating Cost.

2.09   Separate Assessment of Taxes Notwithstanding Sections 2.02 and 2.03, if
       Taxes for the Premises and all other portions of the Land and Building
       leased or designated for lease to tenants are assessed separately for
       each tenant by any competent authority:

       (a)  the amount payable in respect of the Premises shall be included in
            Occupancy Costs, and

       (b)  the amount payable in respect of the Premises and on all other
            portions of the Land and Building leased or designated for lease to
            tenants shall be excluded from Taxes for the purpose of determining
            Operating Cost.


SECTION 3.00           DETERMINATION OF SQUARE FEET IN THE PREMISES

3.01   Office Space - Single Tenancy Floors The number of square feet of office
       space in the Premises on a single tenancy floor in the Building (if any)
       shall be calculated from dimensioned Architect's drawings to the inside
       face of the outside pane of the glass in the permanent exterior building
       walls (whether or not the glass extends to the floor) or to the inside
       finish of those walls if they contain no glass. It shall include all
       space within exterior building walls except for stairs (other than stairs
       exclusively serving a tenant occupying offices on more than one floor),
       elevator shafts, flues, pipe shafts, vertical ducts, and other vertical
       risers which penetrate the floor, and shall include a portion of
       unallocated space in the Building as determined by Landlord. No deduction
       shall be made for washrooms, janitorial closets, air conditioning rooms,
       fan closets, or for electrical or telephone cupboards within and
       servicing only that floor or servicing a single tenant on more than one
       floor, or for any other rooms, corridors, or areas available to the
       tenant on that floor for its use, furnishings or personnel, or for any
       columns located wholly or partially within the

                                       5
<PAGE>

       space or for any enclosures around the periphery of the Building used for
       the purpose of heating, ventilating or cooling.

3.02   Office Space - Multiple Tenancy Floors The number of square feet of
       office space in the Premises on a multiple tenancy floor in the Building
       (if any), shall be calculated from dimensioned Architect's drawings to
       the inside face of the outside pane of the glass as described in Section
       3.01 for a single tenancy floor, to the face of permanent interior walls
       and to the center line of demising partitions and shall include a portion
       of unallocated space in the Building as determined by Landlord. No
       deduction shall be made for washrooms, janitorial closets, air
       conditioning rooms, fan closets, or for electrical or telephone cupboards
       within and servicing only that floor, or for any other rooms, corridors,
       or areas available to the tenants on that floor for their use,
       furnishings or personnel, or for any columns located wholly or partially
       within the space, or for any enclosures around the periphery of the
       Building used for the purpose of heating, ventilating or cooling.

3.03   Retail Space The number of square feet of retail space in the Premises
       (if any), whether above or below grade, shall be calculated from
       dimensioned Architect's drawings to the inside face of the outside pane
       of the glass in the permanent exterior building walls (whether or not the
       glass extends to the floor) or to the inside finish of those wall if they
       contain no glass, to the opposite face of permanent interior walls, to
       the center line of demising partitions, and to the center line of a pre-
       determined lease line (usually referred to as the storefront line) in the
       case of retail space facing onto either an interior or exterior common
       public mall or corridor or onto a public street or lane. No deduction
       shall be made for vestibules inside the permanent exterior building wall
       or inside the pre-determined lease line, or for any columns located
       wholly or partially within the rentable space.

SECTION 4.00     LOADING AND DELIVERY

4.01   The delivery and shipping of merchandise, supplies, fixtures and other
       materials or goods of whatsoever nature to or from the Premises and all
       loading, unloading, and handling thereof shall be done only at such
       times, in such areas, by such means, and through such docks, entrances,
       malls, elevators, and corridors, as are designated by Landlord.

4.02   Landlord accepts no liability and is hereby relieved and released by
       Tenant in respect of the operation of the Delivery Facilities, or the
       adequacy thereof, or of the acts or omissions of any person or persons
       engaged in the operation thereof, or in the acceptance, holding,
       handling, delivery or dispatch, or failure of any acceptance, holding,
       handling or dispatch, or any error, negligence or delay therein.

4.03   Landlord may from time to time make and amend regulations for the orderly
       and efficient operation of the Delivery Facilities, and may require the
       payment of reasonable and equitable charges for delivery services and
       demurrage provided by Landlord.

                                       6
<PAGE>

                                                                       EXHIBIT C

                             RULES AND REGULATIONS

1    Security. Landlord may from time to time adopt appropriate systems and
     procedures for the security or safety of the Building, any persons
     occupying, using or entering the same, or any equipment, finishings or
     contents thereof, and Tenant shall comply with Landlord's reasonable
     requirements relative thereto.

2.   Locks. Landlord may from time to time install and change locking mechanisms
     on entrances to the Building, common areas thereof, and the Premises, and
     (unless 24-hour security is provided by the Building) shall provide to
     Tenant a reasonable number of keys and replacements therefor to meet the
     bona fide requirements of Tenant. In these rules keys include any device
     serving the same purpose. Tenant shall not add to or change existing
     locking mechanisms on any door in or to the Premises without Landlord's
     prior written consent. If with Landlord's consent, Tenant installs lock(s)
     incompatible with the Building master locking system:

     (a)  Landlord, without abatement of Rent, shall be relieved of any
          obligation under the Lease to provide any service to the affected
          areas which require access thereto,

     (b)  Tenant shall indemnify Landlord against any expense as a result of
          forced entry thereto which may be required in an emergency, and

     (c)  Tenant shall at the end of the Term and at Landlord's request remove
          such lock(s) at Tenants expense.

3.   Return of Keys. At the end of the Term, Tenant shall promptly return to
     Landlord all keys for the Building and Premises which are in possession of
     Tenant, its employees, agents or invitees.

4.   Windows. Tenant shall observe Landlord's rules with respect to maintaining
     window coverings at all windows in the Premises so that the Building
     presents a uniform exterior appearance, and shall not install any window
     shades, screens, drapes, covers or other materials on or at any window in
     the Premises without Landlord's prior written consent. Tenant shall ensure
     that window coverings are closed on all windows in the Premises while they
     are exposed to the direct rays of the sun.

5.   Repair, Maintenance, Alterations and Improvements. Tenant shall carry out
     Tenant's repair, maintenance, alterations and improvements in the Premises
     only during times agreed to in advance by Landlord and in a manner which
     will not interfere with the rights of other tenants in the Building.

                                       1
<PAGE>

6.   Water/Restroom Fixtures. Tenant shall not use water or restroom fixtures
     for any purpose for which they are not intended, nor shall water be wasted
     by tampering with such fixtures. Any cost or damage resulting from such
     misuse by Tenant shall be paid for by Tenant.

7.   Personal Use of Premises. The Premises shall not be used or permitted to be
     used for residential, lodging or sleeping purposes or for the storage of
     personal effects or property not required for business purposes.

8.   Heavy Articles. Tenant shall not place in or move about the Premises
     without Landlord's prior written consent any safe or other heavy article
     which in Landlord's reasonable opinion may damage the Building or the
     Premises, and Landlord may designate the location of any heavy articles in
     the Premises.

9.   Carpet Pads. In those portions of the Premises where carpet has been
     provided directly or indirectly by Landlord, Tenant shall at its own
     expense install and maintain pads to protect the carpet under all furniture
     having casters other than carpet casters.

10.  Bicycles, Animals. Tenant shall not bring any animals, with the exception
     of working animals to assist the disabled, or birds into the Building, and
     shall not permit bicycles or other vehicles inside or on the sidewalks
     outside the Building except in areas designated from time to time by
     Landlord for such purposes.

11.  Deliveries. Tenant shall ensure that deliveries of materials and supplies
     to the Premises are made through such entrances, elevators and corridors
     and at such times as may from time to time be designated by Landlord, and
     shall promptly pay or cause to be paid to Landlord the cost of repairing
     any damage in the Building caused by any person making such deliveries.

12.  Furniture and Equipment Tenant shall ensure that furniture and equipment
     being moved into or out of the Premises is moved through such entrances,
     elevators and corridors and at such times as may from time to time be
     designated by Landlord, and by movers or a moving company approved by
     Landlord, and shall promptly pay or cause to be paid to Landlord the cost
     of labor for repairing any damage in the Building caused thereby.

13.  Solicitations.  Landlord reserves the right to restrict or prohibit
     canvassing, soliciting or peddling in the Building.

14.  Food and Beverages. Only persons approved from time to time by Landlord may
     prepare, solicit orders for, sell, serve or distribute foods or beverages
     in the Building, or use the elevators, corridors or common areas for any
     such purpose. Except with Landlord's prior written consent and in
     accordance with arrangements approved by Landlord, Tenant shall not permit
     on the Premises the use of equipment for dispensing food or beverages or
     for the preparation, solicitation of orders for, sale, serving or

                                       2
<PAGE>

     distribution of food or beverages-. Tenant shall not permit cooking within
     the Premises, except for microwave ovens, coffee makers, etc. for the use
     of their employees, agents or invitees.

15.  Refuse. Tenant shall place all refuse in proper receptacles provided by
     Tenant at its expense in the Premises or in receptacles (if any) provided
     by Landlord for the Building, and shall keep sidewalks and driveways
     outside the Building, and lobbies, corridors, stairwells, ducts and shafts
     of the Building, free of all refuse.

16.  Obstructions. Tenant shall not obstruct or place anything in or on the
     sidewalks or driveways outside the Building or in the lobbies, corridors,
     stairwells or other common areas of the Building, or use such locations for
     any purpose except access to and exit from the Premises without Landlord's
     prior written consent. Landlord may remove at Tenant's expense any such
     obstruction or thing (unauthorized by Landlord) without notice or
     obligation to Tenant.

17.  Dangerous, Immoral or Illegal Activities. Tenant shall not make use of the
     Premises which involves the danger or injury to any person, nor shall the
     same be used for any immoral or illegal purpose.

18.  Proper Conduct. Tenant shall not conduct itself in any manner which is
     inconsistent with the character of the Building as a first quality building
     or which will impair the comfort and convenience of other tenants in the
     Building.

19.  Employees, Agents and lnvitees. In these Rules and Regulations, the term
     "Tenant" includes the employees, agents, invitees and licenses of Tenant
     and others permitted by Tenant to use or occupy the Premises.

20.  Housekeeping. Tenant shall prevent paper, books, magazines, and other
     obstructions from being placed on heat, ventilating and air conditioning
     convectors, or within 18 inches of the ceiling, and any other interference
     with the heat, ventilating and/or air conditioning system within the
     Premises.

21.  Energy Conservation. Tenant shall make every effort to practice energy
     conservation within the Premises including turning off lights and
     equipment, etc. at the end of the day, and will cooperate with Landlord in
     establishing and implementing such conservation programs as Landlord may
     from time to time develop.

22.  Weapons and Explosives. Tenant, its employees, agents and invitees shall
     not bring any weapons and/or explosives into the Project for any reason.

                                       3
<PAGE>

                                   EXHIBIT D

                       SUPPLEMENTAL TERMS AND CONDITIONS

         BETWEEN:              BROOKFIELD REPUBLIC INC.         ("Landlord")

         AND:                   INTEK INFORMATION, INC.         ("Tenant")

Articles 22.00 through 26.00 are added to this Lease as follows:

ARTICLE 22.00          ANNUAL RENT

22.01      Annual Rent.  Tenant shall pay to Landlord as Annual Rent for the
           Premises:

           (i)    the sum of $90,346.20 per annum in respect of years one (1)
                  and two (2) of the Term, calculated at $9.05 per rentable
                  square foot per annum on 9,983 rentable square feet, payable
                  in advance and without notice in monthly installments of
                  $7,528.85 on February 1, 1997 and on the first day of each
                  calendar month during this period; and

           (ii)   the sum of $103,324.08 per annum in respect of years three (3)
                  and four (4) of the Term, calculated at $10.35 per rentable
                  square foot per annum on 9,983 rentable square feet, payable
                  in advance and without notice in monthly installments of
                  $8,610.34 on the first day of each calendar month during this
                  period.

22.02      Rental Abatement. Notwithstanding anything to the contrary in the
           foregoing, in respect of 7,586 rentable square feet of the Premises,
           for a period equivalent to six (6) months beginning on February 1,
           1997, and ending on July 31, 1997, Landlord agrees that it shall not
           collect from nor demand of Tenant the monthly installments of Annual
           Rent required by Article 4.00 of this Lease, provided that as of each
           such Annual Rent due date, Tenant is not in default under the terms
           of this Lease. During this concession period, for this particular
           space only, Tenant shall be obligated to pay Occupancy Costs, as
           described in Article 4.06.

           Notwithstanding anything to the contrary in the foregoing, in respect
           of 2,397 rentable square feet of the Premises, for a period
           equivalent to six (6) months beginning on February 1, 1997 and ending
           on July 31, 1997, Landlord agrees that R shall not collect from nor
           demand of Tenant the monthly installments of Annual Rent and
           Occupancy Costs required by Article 4.00 of this Lease, provided that
           as of each such Annual Rent and Occupancy Costs due date, Tenant is
           not in default under the terms of this Lease.

           Notwithstanding such concession period, Tenant agrees that its
           obligation to pay the Annual Rent and Occupancy Cost payments
           reserved by this Lease during such period shall-continue throughout
           the term of this Lease, and in the event Tenant defaults under
                            Exhibit D - Page 1 of 4

                                       1

<PAGE>

           this Lease pursuant to Article 19.00 and Landlord commences an action
           to recover Rent and Occupancy Costs and/or possession of the
           Premises, then all Annual Rent and Occupancy Cost payments not
           collected by Landlord during the concession period shall, as of the
           date of Tenants default, become immediately due and payable with
           interest on such sums at the lesser of two percent (2%) per month or
           the maximum rate permitted by law from the date each such installment
           was originally due to the date of payment. Annual Rent and Occupancy
           Costs during the Concession period shall be calculated at the same
           rate that Tenant would pay at the end of the Concession period, i.e.
           the first month's rent. Said obligation of Tenant for payment of
           Annual Rent and Occupancy Cost payments not collected during the
           Concession period shall be independent of and in addition to
           Landlord's other damages pursuant to Article 19.00 of this Lease.
           Nothing set forth in this Article 22.00 shall be applicable to Rent
           required for parking spaces as set out in Article 25.00 of the Lease.

         Upon expiration of the primary lease term without default by Tenant,
         all obligations of Tenant to pay the uncollected Annual Rent and
         Occupancy Cost payments and any other Rent Concessions during the
         Concession period shall cease and Landlord agrees that it shall
         thereafter waive all rights of collection or recovery with respect to
         such obligations.

         Landlord and Tenant agree that no portion of the rent paid by Tenant
         during the portion of the term of this Lease occurring after the
         expiration of the Concession period shall be allocated by Landlord or
         Tenant to such Concession period, nor is such rent intended by the
         parties to be allocable to any Concession period.

ARTICLE 23.00          TENANT IMPROVEMENT ALLOWANCE

23.01    Tenant Improvement Allowance. Landlord shall provide a tenant
         improvement allowance not to exceed $51,911.60 ("Tenant Improvement
         Allowance"),as increased or decreased on the basis of $5.20 per
         rentable square foot) for the purpose of contributing toward the cost
         of Tenant's design, engineering and construction for real property
         improvements within the Premises, or at Tenant's discretion within the
         Must-Take Premises (the "Tenant Improvements") in accordance with the
         Construction Procedures detailed in Exhibit E attached hereto and based
         on a mutually agreed upon space plan ("Space Plan"). Tenant shall be
         responsible for any costs that exceed the above stated Tenant
         Improvement Allowance and such costs shall be substantiated within
         thirty (30) days of Commencement Date. The Tenant Improvement Allowance
         shall be disbursed within approximately sixty (60) days of Landlord's
         receipt of invoice and upon evidence of completion of applicable
         improvements and appropriate documentation.

         For the raw portion of the Premises, Landlord shall provide and install
         Building Standard mini-blinds on approximately twenty-one (21) exterior
         windows and provide Building Standard ceiling tiles for installation by
         Tenant at Tenant's expense. In the event of a discrepancy, between this
         Article 23.00 and Exhibit E, this Article 23.00 shall control. Should
         Tenant request Landlord to perform any changes or additions to the
         Space Plan and such modifications increase the costs of improvements
         above the Allowance, Tenant shall be responsible for all such costs and
         expenses. Tenant shall be required to

                                       2
<PAGE>

         sign a tenant authorization form prior to commencement of any
         modifications and Tenant shall pay to Landlord such costs within ten
         (10) days of such written notice from Landlord. Tenant shall be
         responsible for all work not described in the Space Plan and
         specifications desired by Tenant or necessary to complete the Premises
         for occupancy.

ARTICLE 24.00         MUST-TAKE SPACE

24.01    Must-Take Space. Landlord shall lease to Tenant and Tenant shall lease
         from Landlord the space ("Must-Take Space") containing approximately
         5,820 rentable square feet of space on the twenty-second (22nd) floor
         of the Building, as generally indicated on Exhibit A being 5,061 usable
         square feet plus 759 unallocated square feet hereof and becoming a part
         of the Premises for a term commencing on February 1, 1998 (the 'Must-
         Take Commencement Date') and expiring on the same date the Lease
         terminates (Must-Take Term), upon the terms and conditions set out in
         this Article 24.00.

         Notwithstanding the Must-Take Commencement Date, Landlord and Tenant
         acknowledge that it is Tenant's intent to build-out the Must-Take Space
         simultaneously with the initial Premises. Accordingly, Landlord agrees
         to fund the Must-Take Allowance defined below simultaneously with the
         Tenant Improvement Allowance. Furthermore, Tenant shall be allowed to
         furnish the Must-Take Space prior to the Must-Take Commencement Date.
         Prior to such date, Landlord shall not charge Tenant Annual Rent or
         Occupancy Costs for the Must-Take Space provided Tenant does not occupy
         or conduct business from all or any portion of the Must-Take Space. In
         the event Tenant elects to conduct business in all or any portion of
         the Must-Take Space prior to the Must-Take Commencement Date, Article
         3.02 shall apply.

24.02    Terms. A lease of space under this Article 24.00 shall contain the
         following:

         (a)      Annual Rent for the Must-Take Space shall be the same as
                  follows:

                  (i)        the sum of $52,671.00 per annum in respect of year
                             one (1) of the Must-Take Term, calculated at $9.05
                             per rentable square foot per annum on 5,820
                             rentable square feet, payable in advance and
                             without notice in monthly installments of $4,389.25
                             on February 1, 1998 and on the first day of each
                             calendar month during this period; and

                  (ii)       the sum of $60,237.00 per annum in respect of years
                             two (2) and three (3) of the Must-Take Term,
                             calculated at $10.35 per rentable square foot per
                             annum on 5,820 rentable square feet, payable in
                             advance and without notice in monthly installments
                             of $5,019.75 on the first day of each calendar
                             month during this period.


         (b)      Landlord shall provide an allowance not to exceed $30,264
                  ("Must-Take Allowance"), as increased or decreased on the
                  basis of $5.20 per rentable square fool for the purpose of
                  contributing toward the cost of Tenant's design, engineering

                                       3
<PAGE>

                  and construction of real property improvements within the
                  Must-Take Premises. The design, engineering and construction
                  of the Must-Take Premises may begin concurrently with the
                  design, engineering and construction of the Premises. Tenant
                  shall be responsible for any costs that exceed the above
                  stated Must-Take Allowance and such costs shall be
                  substantiated within thirty (30) days of the Must-Take Space
                  Commencement Date. The Tenant Improvement Allowance and Must-
                  Take Allowance shall be disbursed within approximately sixty
                  (60) days of Landlord's receipt of invoice and upon evidence
                  of completion of applicable improvements and appropriate
                  documentation. In the event of a discrepancy, between this
                  Article 24.00 and Exhibit E, this Article 24.00 shall control.

         (c)      all other terms and conditions of the lease of Must-Take Space
                  shall be as set out in Landlord's then-current standard form
                  of lease for the Building.

24.03      Documentation. Within fifteen (15) days of receipt from Landlord,
           Tenant shall execute and deliver to Landlord those instruments
           Landlord may request to evidence any lease of space under this
           Article 24.00.

ARTICLE 25.00       PARKING

24.01          Parking. Tenant may have the option exercisable by the
               Commencement Date of the Lease to rent one (1) guaranteed
               unreserved parking space underneath the Building, at rates set by
               Landlord from time to time. The current monthly rental rate is
               $150.00 per space.

               Tenant may have the option exercisable by the Commencement Date
               of the Lease to rent ten (10) guaranteed unreserved parking
               spaces in the Tremont Parking Garage, located at 15th and Tremont
               Streets, at rates set by Landlord from time to time. The current
               monthly rental rate is $80.00 per space.

               In the event Tenant discontinues the use and payment for any of
               the above guaranteed parking spaces for a period of thirty (30)
               days or more, such spaces shall no longer be deemed guaranteed
               and shall return to Landlord as its available inventory.

ARTICLE 26.01       NON-SEVERABILITY

25.01      Non-Severability. The rights of Tenant under this Lease shall not be
           severed from this Lease or separately sold, assigned, or otherwise
           transferred, and shall expire on the expiration or earlier
           termination of this Lease.

                                       4
<PAGE>

                                                                       EXHIBIT E

BROOKFIELD REPUBLIC INC.                           Office Floors
------------------------
                                                   Finished
                                                   Landlord Coordinated

                            CONSTRUCTION PROCEDURES

                              Retail/Office Tower

                                Republic Plaza

ARTICLE 1.00            WORDS AND PHRASES

1.01   Definitions in this Exhibit E:
       -----------
       (a)   "Building Standard" means the quantity and quality of materials,
             equipment, finishing, workmanship and other elements from time to
             time specified by Landlord for the Building.

       (b)   "Space Plan" means a preliminary conceptual layout of the Premises
             for use in evaluation of space utilization in the Premises.

       (c)   "Premises Plan" means the plans and specifications (including
             structural, architectural, mechanical and electrical working
             drawings) for the supply, installation and finishing in the
             Premises of partitions; doors and hardware; ceilings; wiring;
             lights and switches; healing, cooling and ventilation equipment and
             controls; telephone and electrical outlets, floor covering; drapes;
             built-ins; plumbing and fixtures; fire protection, fire warning and
             security systems; and other equipment and facilities attached to
             and forming part of the Building.

       (d)   "Landlord's Space Planner" means professional architect(s) or
             engineer(s) from time to time engaged by Landlord at Tenants
             expense for preparation of a Space Plan and the Premises Plan.

       (e)   "Tenant's Space Planner means professional architect(s) or
             engineers(s) from time to time engaged by Tenant at Tenants expense
             and approved by Landlord for preparation of a Space Plan and the
             Premises Plan.

       (f)   "Landlord's Work" means the items supplied, installed and finished
             by Landlord at no cost to Tenant under Article 5.00.

       (g)   "Tenant Work" means the items supplied, installed and finished by
             Tenant at no cost to Landlord under Article 6.00.

       (h)   "Landlord's Contractor means the contractor from time to time
             engaged by Landlord to carry out Landlord's work.

                                       1
<PAGE>

          (i) "Tenant's Contractor" means the contractor from time to time
              engaged by Tenant to carry out Tenant's work and approved by
              Landlord.

     ARTICLE 2.00   GENERAL DESIGN AND CONSTRUCTION CRITERIA

     2.01 Space planners, contractors and subcontractors engaged by Tenant from
          time to time to carry out Tenant's Work shall be subject to Landlord's
          prior approval. Restrictions on mechanical and electrical connections
          by Tenant must be imposed to ensure that no base building systems are
          damaged.

     2.02 Landlord is responsible at Tenant's expense for coordination of all
          design drawings and plans and specifications relating to completion of
          the Premises for occupation by Tenant, supervision and completion of
          Tenant's Work and payment thereof, procurement of all permits and
          permissions related to Tenant's Work, compliance with the requirements
          of all authorities having jurisdiction and with conditions contained
          herein, and payment of all fees and charges thereby incurred, as forth
          in Article 6.00 of the Construction Procedures. Landlord is
          responsible for calling of tenders and letting of contracts relating
          to Tenant's work.

     2.03 Landlord reserves the right to withhold approval of any plans or
          specifications and to withhold authorization for Tenant's Work to
          proceed until furnished with reasonable evidence that Tenant has made
          provision to pay the full cost of the work and to discharge any liens
          that may arise therefrom.

     2.04 Tenant shall impose and enforce all terms hereof on any designer,
          contractor and workmen engaged by Tenant.

     2.05 Space planner(s) and contractor(s) (if any) are to become familiar
          with the Building working drawings, design criteria and construction
          procedures to permit completion of proper and adequate architectural,
          structural, mechanical and electrical working drawings for Tenant's
          work that is in addition to the work set forth in Article 2.02.

     ARTICLE 3.00   SPACE PLAN AND PREMISES PLAN

     3.01 Standards The layout design, materials, workmanship, finishes and
          ---------
          equipment for the Premises shall be uniformly high-quality, not less
          than Buildings Standard in accordance with the very best standards of
          practice and any governing codes or regulations and subject to
          Landlord's approval.

     3.02 Tenant shall work with Landlord and Landlord's space planner
          throughout the design and construction period on all items which
          require Tenant's input and shall respond to all inquiries in a timely
          manner. Tenant shall take responsibility for any delays caused by
          failure to provide information within Landlord's schedule for
          completion of the Premises.

3.03 Costs of Premises Plan Preparation and Review Landlord shall deduct from
     ---------------------------------------------
     the Tenant Allowance fees payable by Landlord to Landlord's space planner
     (architects, engineers and other consultants) for any preparation or review
     of that portion of the Premises Plan (including any amendments thereto)
     that does not relate to Landlord's work.

                                       2
<PAGE>

ARTICLE 4.00   COMPLETION OF THE PREMISES

4.01 Work Performed by Landlord's Contractor All work involved in completion of
     ---------------------------------------
     the Premises in accordance with the premises plan (including purchase of
     required materials and equipment) shall be carried out by Landlord's
     contractor under the sole direction of Landlord. Tenant shall cooperate
     with Landlord and Landlord's contractor upon request to promote the
     efficient and expeditious completion of such work.

4.02 Other Work in the Premises Tenant shall be responsible and pay for any work
     --------------------------
     in the Premises including design cost which is not included in the premises
     plan but which is desired by Tenant. Such work shall be:

          (a)  of a quality of at least equal to building standard,

          (b)  completed in accordance with plans and specifications previously
               approved by Landlord,

          (c)  carried out without interfering with the work of Landlord's
               contractor and other tenant's, and

          (d)  designed, performed and completed in strict compliance with
               Article 7.00 of the Lease.

ARTICLE 5.00   LANDLORD'S WORK

5.01 At no cost to Tenant, Landlord shall supply the Premises improved and
     finished to the extent described in Article 5.02.

5.02 Landlord shall provide the following in or on the same floor as the
     Premises, all in accordance with the Building Standard (being the quantity
     and quality of material, finishing and workmanship from time to time
     specified by Landlord for the Building):

          (a)  Service Core      Complete with finished elevators, stairways,
                                 ventilation shafts, and finished and painted
                                 electrical/telephone and janitor rooms, and
                                 mechanical room, if any.

          (b)  Washrooms         Two common washrooms finished with ceramic
                                 floors and walls, finished ceilings, vanities,
                                 fixtures, trim, lighting and all mechanical
                                 services.

          (c)  Water & Drainage  Access at a central location on the floor to
                                 domestic cold (tempered) water, drainage and
                                 vent systems.

          (d)  Doors             Finished doors, completed with frame, trim and
                                 hardware, installed on washrooms, stairwells,
                                 and electrical, janitor, and (if separate)
                                 mechanical and telephone rooms.

          (e)  Ceilings          Installed modular ceiling suspension system,
                                 with file made available for installation by
                                 Tenant at Tenant's expense.

          (f)  Lights            Recessed fluorescent light fixtures installed
                                 for an open-floor plan (not to exceed one
                                 fixture per 60 square feet of the

                                       3
<PAGE>

                                 Premises) complete with initial installation of
                                 lamps and ballasts, wired to electrical
                                 distribution panel(s). Any power consumption
                                 for special electrical systems (i.e., computer
                                 rooms, non-standard lighting, supplemental air
                                 conditioning, telephone equipment, etc.) that
                                 is disproportionate to other tenants as
                                 determined by Landlord shall be metered at
                                 tenants expense and tenant shall be responsible
                                 for the additional cost of this power.

          (g)  Floors            Concrete floor with trowelled finish, level to
                                 specified tolerances and designed to support a
                                 load of 75 lb. per square foot.

          (h)  Heating, Cooling
               and Ventilation   Perimeter and interior zone healing ventilation
                                 units for an open floor plan, complete with
                                 controls and thermostats. Perimeter mechanical
                                 unit enclosures (if any) ready for application
                                 of Tenant's finishes.

          (i)  Power             Access at panels for distribution of Building
                                 Standard electrical power at the ratio of one
                                 circuit per 540 square feet.

          (j)  Sprinklers        A sprinkler System with concealed heads,
                                 provided to meet the requirements of the local
                                 fire protection codes, for an open floor plan.

          (k)  Walls             Plaster or plasterboard on walls and columns
                                 and core walls in the Premises ready for
                                 application of Tenant's finishes.

          (l)  Entrance Doors    Except in the case of full floor tenancies, one
                                 Building Standard entrance door complete with
                                 frame, trim and hardware. If required by the
                                 applicable fire code, additional Building
                                 Standard exit doors as required.
          (m)  Auxiliary
               Condensor Water   If available and included in the Building
                                 Standard, access to auxiliary condenser water
                                 piping.

          (n)  General Exhaust
               System            If available and including in the Building
                                 Standard, access to the general exhaust systems
                                 ducts.

          (o)  Life Safety
               System            Supply and installation of Building Standard
                                 Life Safety System and emergency lighting as
                                 required by governing local regulatory
                                 authorities.

          (p)  Security System   If included in the Building Standard, a two
                                 phase Building Standard System with the
                                 capability of securing all exterior doors to
                                 the Building and the Building elevators.

                                       4
<PAGE>

5.03 At Tenant's expense, Landlord shall complete those connections and other
     items included in Tenant's Work but which must be done by Landlord's
     contractors to preserve related base building Systems, and may also perform
     such other work for Tenant at Tenant's expense as is agreed in writing.

5.04 Landlord shall carry out such work with all due diligence. It is understood
     that certain of Landlord's Work can only be undertaken at the same time as
     or subsequent to work done by Tenant, and that certain work (including
     correction of deficiencies) may be undertaken or completed subsequent to
     the Commencement Date of the Lease.

ARTICLE 6.00   TENANT'S WORK

6.01 All work required to complete the Premises for occupancy which is not set
     out in Article 5.02 shall be performed by Tenant at no cost to Landlord
     (except for any tenant improvement allowance).

6.02 At Tenant's expense, Landlord shall provide all design, permits, fees, work
     and materials required to complete the Premises for occupancy except as set
     out in Article 5.02, on Tenant's behalf up to the amount set forth in the
     Lease Agreement. AJI work in excess of the tenant allowance will be
     performed by Landlord's contractor at Tenant's expense with the prior
     written consent of Tenant on Landlord's then standard tenant authorization
     form. This will include but is not limited to the following

     (a)  Ceilings            Modification of ceiling suspension system as
                              required, and installation of ceiling files made
                              available by Landlord

     (b)  Lights              Supply and installation of supplementary lights
                              (which shall require Landlord approval) and all
                              light switching. Panel breakers are not acceptable
                              for switching.

     (c)  Walls, Doors and
          Decorating          Supply, installation and finishing of all interior
                              partitions, doors (including in the case of full
                              tenancies, doors to elevator lobby), fixtures, and
                              fumishing, and decoration and finishing of all
                              surfaces and perimeter radiation units (if any)
                              Mthin the Premises. Upgraded variations of the
                              Building Standard entrance door are available at
                              Tenant's expense.

     (d)  Floors              Supply and installation of floor covering and
                              base.

     (e)  Heating, Cooling
          and Ventilation.    Supply and installation of any approved
                              modification to the Base Building Systems,
                              including additional controls, and special
                              ventilation, cooling and exhaust requirements.

     (f)  Water & Drainage    Supply and installation of any plumbing services.

                                       5
<PAGE>

                                    To and in the Premises (e.g., private
                                    washrooms, kitchens, etc.) all from the
                                    point of access provided by Landlord.

     (g)  Elevator
          Entrances                 If security lock-off system is included in
                                    the Building Standard, connections to such
                                    system if required by Tenant.

     (h)  Power                     Supply and installation of electrical
                                    distribution systems for power and
                                    supplementary lighting to and in the
                                    Premises -from the electrical room,
                                    including any special electrical systems.
                                    Any power consumption for special electrical
                                    systems (i.e., computer rooms, non-standard
                                    lighting, supplemental air conditioning,
                                    telephone equipment, etc.) that is
                                    disproportionate to other tenants as
                                    determined by Landlord shall be metered at
                                    Tenant's expense and Tenant shall be
                                    responsible for the additional cost of this
                                    power.

     (i)  Fire Protection           Supply and installation of any approved
                                    modifications and Sprinklers to the
                                    Building; fire detection and fire warning
                                    systems, and the sprinkler system (if any).
                                    Supply and installation of safety and
                                    emergency equipment and lighting as required
                                    by Tenant or any regulatory authority having
                                    Jurisdiction which is additional to the Base
                                    Building Systems provided by Landlord and
                                    which is require because of Tenant; Use of
                                    the Premises, contrary to the provisions of
                                    Article 5.02 (j) of these Construction
                                    Procedures.

     (j)  Stairways                 If Tenant occupies two or more floors, where
                                    structurally feasible, stairways and other
                                    means of private access between floors
                                    required by Tenant and approved by Landlord,
                                    including approved modifications to the base
                                    Building structure framing and floor slab.

     (k)  Special Services          Supply and installation of any special
                                    services required by Tenant and approved by
                                    Landlord, (e.g., compressed air, auxiliary
                                    condenser water system, auxiliary exhaust
                                    system, etc.).

     (1)  Window Coverings          Installed on all exterior windows in
                                    accordance with Building Standard.

     (m)  Work To Be Performed
          by Landlord's Contractor  The following shall be carried out at
                                    Tenant's expense:

                                       6
<PAGE>

                                    (1)  All approved modifications to the Base
                                         Building structural, heating, cooling,
                                         ventilation, exhaust, control,
                                         electrical distribution and life safety
                                         and security systems as installed by
                                         Landlord.

                                    (2)  patching of Building Standard fire-
                                         proofing.

                                    (3)  any drilling, cutting, coring and
                                         patching for conduit, pipe sleeves,
                                         chases, duct equipment, or openings in
                                         the floors, walls, columns, or roofs of
                                         the Building which is approved by
                                         Landlord, and

                                    (4)  installation of approved modifications
                                         to the Building Standard sprinkler
                                         system, fire alarm and public address
                                         systems.

6.03 Modifications to the Base Building Systems and special requirements of
     Tenant can be considered by Landlord only if applied for at the time the
     Premises Plan is submitted for approval and if they are compatible with the
     capacity and character of the Building. Any such approved modifications
     shall be made at Tenant's expense by, at Landlord's option, either
     Landlord's or Tenant's contractor.

6.04 No construction work in any particular portion of the Premises shall be
     undertaken or commenced by Tenant on the Building until:

     (a)  the Premise Plan has been submitted to and approved by Landlord,

     (b)  all necessary building permits and all insurance coverages have been
          obtained by Tenant and their contractor,

     (c)  proper provision has been made by Tenant for payment in full for cost
          of the work for which they are responsible.

6.05 Subject only to circumstances over which Tenant has no control and which
     could not have been avoided by Landlord or Tenant by the exercise of due
     diligence, Tenant and Landlord shall proceed with its work expeditiously,
     continuously, and efficiently, and shall complete the same within the
     period provided in the Lease or other applicable agreement between the
     parties.

6.06 Tenant shall ensure that all materials and workmanship in Tenant's work
     shall be uniformly high quality, not less than Building Standard, and in
     accordance with the very best standards of practice and any governing code
     or regulations.

ARTICLE 7.00   TENANT'S ACCESS FOR COMPLETION OF WORK

7.01 Subject to compliance with applicable rules referred to in Article 6.00,
     Tenant and Tenant's Space Planner, designer, contractors and workmen
     employed by Tenant shall have access to and nonexclusive use of the
     Premises to perform Tenant's Work and such other work approved by Landlord
     as Tenant may desire.

                                       7
<PAGE>

     Any such work shall be done by contractors selected by Tenant and approved
     by Landlord, provided that there shall be no conflict caused thereby with
     any union or other contract to which Landlord or Landlord's general
     contractor may be a party. If Tenants Contractor or subcontractors or
     trades or workmen cause such conflict Tenant shall forthwith remove them
     from the Building. Landlord shall have no responsibility or liability
     whatsoever with respect to any such work or attendant materials left or
     installed in the Building, and shall be reimbursed for any additional costs
     and expenses of Landlord caused thereby, or resulting directly or
     indirectly from any delays caused to Landlord or to Landlord's general
     contractor.

7.02 In order to ensure that work proceeds efficiently in the Building, Landlord
     and Landlord's general contractor may from time to time make rules for
     coordination of all construction work. Tenant shall ensure that Tenant's
     space planner and any designer, contractor and workmen employed by Tenant
     are informed of and observe such rules, and prior to commencement of any
     construction work makes appropriate arrangements with Landlord or
     Landlord's general contractor, particularly with respect to:

     (a)  Material handling and hoisting facilities.

     (b)  Material and equipment storage.

     (c)  Time and place of deliveries.

     (d)  Hours of work and coordination of work.

     (e)  Power, heating and washroom facilities.

     (f)  Scheduling.

     (g)  Security.

     (h)  Clean-up.

7.03 Landlord may require that neat screens or hoardings as designed or
     prescribed by Landlord be erected at Tenant's expense around the work and
     the Premises, that all work be conducted and all tools and materials be
     kept behind such hoardings, and that all cutting drilling and other work of
     a noisy or vibrant nature be conducted outside the normal business hours of
     tenants in occupation.

7.04 Any damage caused by Tenant's Contractor or sub-trades to any work of the
     prime contractor to any property of Landlord or other tenants shall be
     repaired forthwith to the satisfaction of Landlord by Tenant at Tenant's
     expense.

7.05 Landlord shall deduct from Tenant Improvement Allowance fees payable by
     Landlord to Landlord's architect, engineers, and electrical, mechanical and
     other consultants for examination of Tenants plans and specifications
     (including in particular electrical and mechanical details) and for
     inspection of work performed by Tenant's contractors and workmen in
     accordance therewith.

ARTICLE 8.00 PERFORMANCE OF TENANT'S WORK BY LANDLORD

8.01 If Landlord performs any Tenant's Work hereunder, whether at the request of
     Tenant or as provided herein to be performed by Landlord at Tenant's cost,
     or if Landlord performs other

                                       8
<PAGE>

work or supplies materials or equipment on the Premises or in the Building by
agreement in writing with Tenant, Tenant shall pay to Landlord the direct cost
thereof to Landlord.

8.02 Landlord shall deduct from the Tenant Allowance any amount payable under
     Article 8.01 at the time Landlord commences such work or orders material or
     equipment for such work.

ARTICLE 9.00   NON-COMPLIANCE

9.01 In the event of non-compliance by Tenant with any of the provisions of the
     Construction Agreement or any other similar agreement relative to
     construction or occupation of the Premises including these Construction
     Procedures, Landlord, in addition to and not in lieu of any other right or
     remedy, may and shall have the right in its discretion to declare and treat
     Tenant's non-compliance as a default or breach of covenant under the Lease
     and exercise any right available under the provisions of the Lease,
     including the right of termination.

9.02 In any event of termination pursuant to Article 9.01 Landlord may further
     elect relative to any work done by Tenant to date of such termination to
     either

     (a)  retain for its own use without payment therefor all or any Tenant Work
          which has been commenced, installed or completed, or

     (b)  forthwith demolish or remove all or any work and restore the Premises
          to the condition in which the same were prior to the commencement,
          installation or completion of all or such of the Tenant's work as is
          so demolished or removed and recover the cost of so doing from Tenant.

                                       9
<PAGE>

                                   EXHIBIT F

                       STATEMENT OF TENANT IN RE: LEASE
                       --------------------------------

                                                                Date:    199_


  New York Life Insurance Company
  51 Madison Avenue
  New York, NY 10010


        Re:  1625/1675 Broadway
             Denver, CO

Gentlemen:

        It is our understanding that you are the holder of a deed of trust upon
        the subject Premises and have required this certificate by the
        undersigned.

        The undersigned has been informed that New York Life Insurance Company
        (the "Lender") is the holder of a Deed of Trust. which constitutes a
        lien on 1625/1675 Broadway. We further understand that the Lender, in
        connection with Its loan, has received an assignment of all leases
        (including the Lease) from Brookfield Denver Inc. (the "Lessor") as
        security for its loan. We further understand that the Lender will be
        acting in reliance upon this Estoppel Certificate.

        The undersigned, as Lessee, under that certain Lease
dated ________________,199__, made with Brookfield Denver Inc. as Lessor, hereby
ratifies the said Lease and certifies that:

               1.  the undersigned has entered into occupancy of the Premises
               described in said Lease on___________________; and

               2.  the undersigned is presently open and conducting business in
               the Premises; and

               3.  the operation and use of the Premises by the undersigned do
               not involve the generation, treatment, storage, disposal or
               release of a hazardous substance or a solid waste into the
               environment and that the Premises are being operated by the
               undersigned in accordance with all applicable environmental laws,
               zoning ordinances and building codes; and

               4.  the minimum rental in the annual amount of $ ______________
               was payable from the date of occupancy; and

               5.  that said Lease is in full force and effect and has not been
               assigned, modified, supplemented or amended in any way (except by
               agreement(s) dated ____________) and neither party thereto is in
               default thereunder, and 6. that the same represents the entire
               agreement between the parties as to this leasing; and

               6.  that the same represents the entire agreement between the
               parties as to this leasing; and

                                      10
<PAGE>

               7.  that the term of said Lease expires on ____________________;
               and

               8.  there are ______________ renewal periods of_________ years
               each; and

               9.  that all conditions under said Lease to be performed by the
               Lessor have been satisfied; and

               10. all required contributions by Lessor to Losses on account of
               Lessee's improvements have been received; and

               11. on this date there are no existing defenses or offsets which
               the undersigned has against the enforcement of said Lease by the
               Lessor, and

               12. check the applicable provision and fill in the blank where
               appropriate.

                   (  ) that no rental has been paid more than one month in
               advance and no security has been deposited with Lessor, and

                   (  ) rental in the amount of $______________for the period
               ___________ to _____________has been paid in advance by Lessee;
               and

                   (  ) security in the amount of $____________ has been
               deposited with Lessor, and

                   (  )security in the form of a Guarantee
               by_______________________ is in full force and effect
               through______________________; and

               13. there are no concessions, allowances, rebates or refunds or
               rent free occupancies to which the undersigned is entitled except
               as follows:______________________________________________________
               _______________________; and

               14. that Lessee's floor area is______________ square feet; and

               15. that rental for______________________, 199__ has been paid.

               Very truly yours,

               _______________________

               By:____________________



November 8, 1996


Mr. Tim O'Crowley
Intek Information, Inc.

                                      11
<PAGE>

370 17th Street, Suite 3950
Denver, Colorado 80202

Re:  Lease of Office Space - Republic Plaza

Dear Tim:

Based upon our mutual intent to execute a Lease of Office Space with Brookfield
Republic Inc. (landlord and Intek Information, Inc. (Tenant for premises in
Republic Plaza, and in an effort to expedite and achieve an occupancy date of
January 1, 1997, we request Landlord to permit Tenant Planning Services, Inc.
and McFall Konkle & Kimball to begin construction documents as of the date of
this letter. Tenant hereby indemnifies Landlord against costs associated with
the commencement of construction documents. This amount is estimated to be
$23,704.50, based on $1.50 per rentable square foot.

This indemnification is binding whether or not the lease is executed by both
parties and, further, in the event execution of the lease by both parties does
not occur, Tenant agrees to pay the incurred costs within ten (10) days of
presentation of such invoices. If the lease is executed by both parties, such
costs shall be paid from the tenant improvement allowance.

If agreed, please indicate your approval and acceptance of these terms by
signing below and initial the attached copy of the space plan.

Sincerely,

BROOKFIELD LEPAGE MANAGEMENT COLORADO LLC as Agent for BROOKFIELD REPUBLIC INC.

David W. Morrison
Vice President/Office Leasing
Agreed and accepted this        day of November, 1996.
INTEK INFORMATION, INC.

BY:

                   BROOKFIELD LEPAGE MANAGEMENT COLORADO LLC
             370 SEVENTEENTH STREET. SUITE 3800. DENVER. CO 80202,
                 TELEPHONE: (303) 595-7000 FAX: (303) 595-7003

                                      12