LEASE
                               Boulder Tech Center


         THIS LEASE  ("Lease"),  dated May 14,  1999,  is between MUM IV, LLC, a
Colorado   limited   liability   company   ("Landlord")   and  Helix  Technology
Corporation, a Delaware corporation ("Tenant").

         For  and  in  consideration  of the  covenants  and  agreements  herein
contained, Landlord and Tenant hereby agree as follows:

            Section 1.     ADDITIONAL DEFINED TERMS

         In addition to those terms  defined in the  introductory  paragraph  of
this Lease,  the following terms shall have the following  meanings when used in
this Lease:

         (a)  Estimated  Operating  Cost:  An amount  equal to Two  Dollars  and
Forty-five  Cents ($2.45) per square foot per calendar year, which represents an
estimate  of the  Operating  Cost for the entire  year in which the Term of this
Lease begins.

         (b) Base Rent:  The annual  amount of rent payable with respect to each
Lease Year during the term of this Lease  payable as set forth in Section  4(a).
The amount of the Base Rent for the first Lease Year shall be Eight  Dollars and
Ninety-Five Cents ($8.95) per square foot of Rentable Area of the Premises.  The
amount of the Base Rent for all Lease  Years after the first Lease Year shall be
calculated in the manner set forth in Section 4(a). During each Lease Year, Base
Rent shall  include the previous  year's Base Rent and any rental  increase from
the previous year.

         (c)  Building:  The  building to be  constructed  by Landlord  upon the
Premises pursuant to Section 10 of this Lease, the plans and  specifications for
which are shown on Exhibit B  attached  hereto,  which  building  shall  contain
approximately  60,906 (sixty thousand nine hundred six) Rentable Square Feet and
shall have two (2) floors.

          (d)  Commencement  Date: The date the Term of this Lease  commences as
determined in accordance with provisions of Section 30.

          (e) Default Rate: An annual rate of interest equal to fifteen  percent
(15%).

          (f)     Lease Year:

                  (i) For the First  Lease  Year,  the period  beginning  on the
Commencement Date and ending on the last day of the same calendar month in which
the Commencement Date occurred in the next calendar year; and
<PAGE>

                      (ii) For  Lease  Years  after the First  Lease  Year,  the
twelve-month period beginning on the next day following the
expiration of the preceding Lease Year.

          (g)     Operating Cost:  As defined in Section 6(b).

          (h)  Parking  Lot:  The  on-grade  parking  lot to be  constructed  by
Landlord upon the Premises  pursuant to Section 10 of this Lease and as shown on
Exhibit B attached  hereto,  containing not less than 150 parking spaces for use
by passenger motor vehicles.

          (i) Premises:  That certain parcel of real property  described as: Lot
2E,  Block 3,  REPLAT  E,  BOULDER  TECH  CENTER,  County of  Boulder,  State of
Colorado,  as shown on the  recorded  plat  attached  hereto  as  Exhibit  A and
incorporated  herein (such plat has been  recorded on Planfile  P-39,  F-1, #23)
together with the Building, the Parking Lot and all other improvements from time
to time  hereafter  located  on such  parcel  of real  property  and any and all
appurtenant rights relating thereto.

          (j) Term: The period  beginning at noon on the  Commencement  Date and
ending  at  11:59  p.m.  on the  last day of the  calendar  month  in which  the
fifteenth (15th) anniversary of the Commencement Date occurs.

         (k) Rentable Area or Rentable  Square Feet: The sum of the area of each
story of the Building  expressed in square feet measured from the outside of the
exterior walls.

         Section 2.   LEASE OF PREMISES

         Landlord  hereby  leases to  Tenant,  and  Tenant  hereby  leases  from
Landlord,  the Premises. The Premises are leased on the terms and conditions set
forth in this Lease.

         Section 3.   TERM

         The term of this Lease  shall be as set forth in Section  1(j),  unless
sooner terminated or extended pursuant to the terms of this Lease.

         Section 4.   RENT

         (a) Tenant shall pay Landlord  during each Lease Year the Base Rent, in
equal monthly  installments in the amount of one-twelfth of the Base Rent on the
Commencement Date and on the first day of each succeeding  calendar month during
the Term of this Lease;  provided that the rent payable on the Commencement Date
shall be prorated for the remaining days left in the calendar month in which the

<PAGE>

Commencement  Date occurs.  Except as  expressly  set forth in this Lease to the
contrary,  all payments of Base Rent shall be paid in advance,  without  notice,
set-off or deduction,  in lawful money of the United  States,  at the address of
Landlord  set forth in  Section  40 of this  Lease,  or at such  other  place as
Landlord may from time to time designate in writing.

         The  amount of the Base Rent for each year  after the first  Lease Year
shall be  increased.  The Base Rent  shall  increase  at such times by an amount
determined  by  multiplying  the  amount  of the  Base  Rent in  effect  for the
preceding Lease Year by an escalation factor which factor shall be calculated in
the following manner.

                  (i) For the  Lease  Years  two  through  5 of the  term  of
the Lease the escalation factor shall be two percent (2%) annually.

                  (ii) For the 6th  through  the 10th  years  of the  Lease  the
escalation  factor  for each Lease Year  shall be  calculated  in the  following
manner:  1) Calculate the average annual change in Lease Years 3, 4 and 5 of the
All Items Revised  Consumer Price Index for All Urban Consumers,  CPI-U,  Denver
(1982-84  equals 100), as  determined by the United States  Department of Labor,
Bureau of Labor  Statistics  ("CPI").  2) Add the annual  increase  used for the
initial five Lease Years (two percent (2%)) to the average  increase  calculated
in 1) above, but if the average increase  calculated in (1) above is higher than
10%, use 10% as the  calculation  of (1) above;  3) Divide the sum by two.  This
result  will be the  escalation  factor for Lease  Years 6 through 10. By way of
example,  if the average  annual CPI increase  during Lease Years 3, 4 and 5 was
1%, you would add 2% to 1% for a sum of 3%, then divide that sum by two,  for an
annual  increase  in the rental rate for Lease Years 6 through 10 of 1 1/2 % per
year.

                  (iii)  For the  11th  through  the 15th  Lease  Years  of the
Lease the  escalation  factor for each Lease  Year  shall be  calculated  in the
following manner: 1) Calculate the average annual change in Lease Years 8, 9 and
10 of the All Items Revised Consumer Price Index for All Urban Consumers, CPI-U,
Denver  (1982-84  equals 100), as determined by the United States  Department of
Labor, Bureau of Labor Statistics. 2) Add the annual increase used for the Lease
Years 6 through 10 to the average  increase  calculated in 1) above,  but if the
average  increase  calculated  in (1) above is higher  than 10%,  use 10% as the
calculation  of (1) above;  3) Divide the sum by two.  This  result  will be the
escalation  factor for Lease  Years 11  through  15. By way of  example,  if the
average  annual CPI  increase  in Lease  Years 8, 9 and 10 was 20% and using the
previous  example's  result where the annual increase for Lease Years 6-10 was 1
1/2%, you would add 1 1/2% to 10% for
<PAGE>

a sum of 11 1/2%,  then  divide that sum by two,  for an annual  increase in the
rental rate for Lease Years 11-15 of 5 3/4%.

         In no event shall the Base Rent for any Lease Year ever decrease  below
any  previous  Lease  Year's Base Rent.

         (b) If the  index  specified  in  Section 4(a) above is discontinued in
its current form, or if the basis on which it was calculated  should be revised,
an  appropriate  conversion  of the revised  index to a common base will be made
upon  conversion  factors  published by the Bureau of Labor  Statistics  or upon
conversion factors otherwise made available.

         (c) For Lease Years 6 through 15, in the event that Tenant has not been
notified of the escalation  factor and the resulting  adjustment in Base Rent by
the first day of a Lease Year,  the first  monthly  rental  payment of Base Rent
which includes new increased rent shall also include the new increased  rent, if
any,  for each  month in the then  current  Lease Year  which  elapsed  prior to
Tenant's  receipt of Landlord's  notice.  The Base Rent due  hereunder  shall be
apportioned  for any fractional  calendar months at the beginning and end of the
Term of this Lease and any renewals and extensions thereof.

         (d) In addition to the Base Rent (as increased each Lease Year), Tenant
shall pay Landlord in monthly  installments  simultaneously with payments of the
Base Rent, one-twelfth (1/12th) of the Estimated Operating Cost (or new estimate
of Operating Cost)  determined as set forth in Section 6, and such other charges
as are required by the terms of this Lease to be made by Tenant,  including, but
not limited to, 100% of the Operating Cost  adjustment.  Any such  adjustment or
charge shall be deemed to be additional  rent and shall be payable in the manner
provided for the payment of Base Rent and shall be recoverable as Base Rent, and
Landlord shall have all rights against Tenant for default in payment  thereof as
in the case of arrears of Base Rent.

         (e) In the  event  the  Building  as  constructed  by  Landlord  is not
substantially  in  accordance  with the plans  and  specifications  provided  in
Exhibit B and as a result the Rentable  Area of the Building is less than 60,906
Rentable  Square  Feet,  Tenant  shall have the right  within  thirty  (30) days
following the Commencement Date to cause the Rentable Area of the Building to be
measured by the Architect (as defined in Section 10), at Landlord's expense, and
the Base  Rent  hereunder  shall  be  reduced  on a pro  rata  basis by the same
percentage  amount by which the Rentable  Area is less than 60,906  square feet.
Promptly  after  such  measurement,  Landlord  and  Tenant  shall  enter into an
amendment to this Lease documenting the Base Rent to be paid hereunder.

         Section 5.   USE

         (a)  Tenant  shall  use and  occupy  the  Premises  for  manufacturing,
warehousing,  offices and other uses incidental thereto and for no other purpose
<PAGE>


without Landlord's consent, which shall not be unreasonably withheld, delayed or
conditioned and shall be deemed to be given if Landlord has not responded within
ten (10)  days of  Tenant's  request  for such  consent.  Tenant  shall  use the
Premises  in a careful,  safe and proper  manner and shall not use or permit the
Premises to be used for any purpose  prohibited by the  certificate of occupancy
issued  for the  Premises  or the  laws of the  United  States  or the  State of
Colorado,  or the  ordinances  of the  County of  Boulder.  Neither  Tenant  nor
Landlord  shall do or permit to be done any act or thing upon the Premises which
shall or might subject the other to any liability or  responsibility  for injury
to any person or persons or to property by reason of any  business or  operation
carried on upon the Premises or for any reason.

         (b) In the event that any official shall  hereafter at any time contend
or declare by notice,  violation,  order or in any other manner  whatsoever that
the  Premises  are  used  for a  purpose  which is a  violation  of any  permit,
certificate  of  occupancy,  statute,  ordinance  or  other  requirement  of law
applicable to the Premises,  Tenant  shall,  upon ten (10) days' written  notice
from Landlord, immediately discontinue such use of the Premises.

         (c) Tenant, at its sole expense, shall comply with all laws, orders and
regulations of federal,  state, county and municipal  authorities,  and with any
direction  of any public  officer or  officers,  pursuant  to law,  which  shall
declare any  violation or impose any order or duty upon  Landlord or Tenant with
respect to the Premises,  or the use or occupation thereof.  Notwithstanding the
foregoing,  Tenant shall not be obligated to comply with any such laws,  orders,
or  regulations,  including but not limited to the Americans  With  Disabilities
Act, which (a) relate to the design or construction of the Premises,  (b) relate
to the  structural  portions  of the  Premises,  or (c) may  require  structural
alterations, structural changes, structural repairs or structural additions, all
of which  shall be the  obligation  of  Landlord  at its sole cost and  expense;
provided,  however,  if such laws, orders or regulations  relate to the specific
type or nature of the business being conducted or to be conducted by Tenant upon
the Premises or to the specific accommodations made or to be made for certain of
Tenant's  employees  as  opposed  to  being  related  to  industrial  or  office
buildings, generally, Tenant shall nevertheless be required to comply with them.
Without limiting the generality of the foregoing,  but subject to the proviso in
the  preceding  sentence,  Landlord,  at it sole  cost  and  expense,  shall  be
responsible  for complying with the applicable  provisions of the Americans With
Disabilities Act and the regulations and Accessibility  Guidelines for Buildings
and Facilities  issued pursuant thereto,  as same may be amended  (collectively,
the "ADA"),  relating to (i) the design and construction of the Premises and the
work within the Premises to be performed by Landlord pursuant to this Lease, and
(ii) the structural portions of the Premises (collectively, "Landlord's Work").

         Section 6.   OPERATING COST ADJUSTMENT
<PAGE>

         (a) If in any  calendar  year the  Operating  Cost is greater  than the
Estimated  Operating  Cost,  Tenant shall pay to Landlord as additional  rent an
amount equal to such excess. Any amount payable by Tenant to Landlord under this
Section 6 shall be paid within thirty (30) days after written  notice thereof by
Landlord,  such notice to be given by  Landlord  not later than March 31 of each
calendar  year.  Landlord  may,  either prior to the  beginning of or during any
calendar year,  compute a bona fide estimate of Operating Cost for such calendar
year. Upon receipt of written notice thereof,  Tenant shall pay to Landlord,  in
monthly  installments  simultaneously  with  payments of Base Rent under Section
4(a),  one-twelfth of such new estimate of Operating Cost. An annual  adjustment
shall be made  between the  parties  within  thirty  (30) days after  Landlord's
determination of Operating Cost. Any amounts of excess estimated  Operating Cost
which Landlord is required to return may be offset by accrued amounts payable by
Tenant to Landlord.  If the term of this Lease ends before the end of a calendar
year,  any amount  payable by Tenant or  Landlord  in respect of that year under
this Section 6 shall be adjusted  proportionately on a daily basis utilizing the
previous year's  determination of Operating Costs and the obligation to pay such
amount shall survive the expiration or earlier termination of this Lease.

         (b) As used  in this  Lease,  "Operating  Cost"  means  an  amount  per
calendar year  (projected to an annual figure for the calendar year in which the
Premises is first occupied) which  represents the actual  Operating Cost for any
calendar  year  during  the Term of this  Lease.  The  Operating  Cost  shall be
determined by Landlord and shall be equal to the sum of the items of cost listed
in Section  6(b)(i) and  Section  6(b)(ii)  but not the items  listed in Section
6(b)(iii) in respect of a calendar year:

                  (i)  All  general  and  special  real  estate  taxes,  special
assessments,  assessments  for  improvements,  special  district or  improvement
district assessments,  water charges,  sewer charges, vault charges and other ad
valorem taxes, rates, levies and assessments payable in respect of the Term upon
or in respect of the Premises imposed by any governmental or  quasi-governmental
authority  and all taxes  specifically  imposed in lieu of any such  taxes,  but
excluding  any  inheritance,  estate,  succession,  transfer,  gift,  franchise,
corporation,  income,  rental or profit tax or capital  levy imposed on Landlord
("Taxes").  If due to a future change in the method of taxation,  any franchise,
income, profit or other tax shall be levied against Landlord in whole or in part
in lieu of any tax which would  otherwise  constitute one of the foregoing taxes
or charges or if there  shall be levied  against  Landlord a tax or license  fee
measured by gross rents, such franchise,  income, profit or other tax or license
fee shall be deemed to be a real estate tax for the purposes  hereof.  The taxes
described in this Section 6(b)(i) shall also include all of Landlord's expenses,
including,  but not limited  to,  attorney's  fees,  incurred by Landlord in any
effort to minimize  such taxes,  whether by  contesting  proposed  increases  in
assessments   or
<PAGE>

by any other means or procedures appropriate in the circumstances; provided that
Landlord and Tenant shall agree to the  procedures to be taken prior to Landlord
taking such procedures. If Landlord secures an abatement or refund of any Taxes,
Landlord  shall  pass such  abatement  through  to the  Tenant as a credit to be
applied  against rent next becoming due, or if no further rent is due by Tenant,
by cash payment from Landlord to Tenant.

               (ii)  Except as  otherwise  set forth in this  Lease,  all costs,
charges and expenses (not directly  reimbursed by insurance  proceeds) which are
attributable  to  the  ownership,  operation,  maintenance  and  repair  of  the
Premises,  including,  but not limited to, reasonable  management fees that fall
within  industry  standards  for the Boulder  area,  building  supplies,  window
cleaning services, normal maintenance and repair of the Premises,  including but
not limited to, heating and air  conditioning  systems,  electrical and plumbing
systems,  elevator  system,  landscaping,  snow removal,  Parking Lot repair and
maintenance, insurance (including boiler and machinery, loss of rent, accidental
and direct  physical loss,  all risk,  public  liability and other  insurance as
provided in Section 20) and labor costs incurred in the operation or maintenance
of the Premises. Except as provided in Section 6(a)(iii), and except for repairs
and replacements for which Landlord is reimbursed from insurance  proceeds,  all
repairs and  replacements  shall  either be made by Tenant  directly or shall be
made by Landlord at Tenant's expense as an Operating Cost.

         Operating  Costs  shall be based upon  competitive  charges for similar
services  and  materials  that are  available  in the  general  vicinity  of the
Premises.  Operating  Costs  shall be reduced by the  proceeds of  insurance  or
eminent  domain awards of settlement  received by Landlord with respect to items
of Operating Cost (or the amount of any proceeds or awards which would have been
received  if  Landlord  had  carried  the  insurance  required  by this Lease or
diligently  pursued its rights,  as the case may be) or recoveries from warranty
claims.  Landlord  shall  not be  permitted  to  recover  more  than the  actual
out-of-pocket  cost incurred by Landlord on a non-profit basis for the Operating
Cost.  The Operating  Cost shall be determined on a "cash basis" and costs which
may  be  paid  in  installments   without  finance  charges  shall  be  paid  in
installments.  Promptly  upon  receipt  thereof,  Landlord  shall pay Tenant any
refund or recovery made with respect to any Operating  Cost  previously  paid by
Tenant.

                  (iii) The  following  expenses and costs shall not be included
within the "Operating Costs" for the Premises: Costs incurred in connection with
the original construction of the Premises or in connection with any major change
in the Premises; depreciation,  interest and principal payments on mortgages and
other debt costs,  if any; costs of correcting  patent and/or latent defects in,
or design errors relating to the design, or construction of the Building located
on the  Premises;  costs for which  the  Landlord  is  reimbursed  by  insurance
proceeds; costs associated with the operation of the business of the Landlord as
a separate entity, as the same are
<PAGE>

distinguished from the cost of operating the Premises; the wages and benefits of
any executive or other  employee at or above the level of building  manager,  or
any employee who does not devote  substantially  all of his or her employee time
to the  Premises  unless such wages and  benefits  are  prorated to reflect time
spent on operating and managing the Premises;  fines,  penalties and  interests;
tax penalties incurred as a result of the Landlord's negligence,  inability,  or
unwillingness  to make  payments  when  due;  any  expense  resulting  from  the
negligence of, or any violation of law by, Landlord or its agents,  contractors,
employees   or   invitees;   and   Landlord's   general   overhead  and  general
administrative expenses. Except where the need for repair or replacement results
from the  negligence  of Tenant or its agents,  employees or  invitees,  or as a
result of the operations of Tenant's  business,  Landlord shall, upon reasonable
notice from Tenant and at its expense and without reimbursement by Tenant (other
than from  insurance  proceeds from insurance  provided by Tenant),  perform all
replacement  of,  and  structural  repairs  to the  structural  portions  of the
Premises as are  necessary to keep the same in first class order,  condition and
repair,  reasonable  wear  and  tear  excepted.  For  purposes  of  this  Lease,
"structural  portions" of the  Premises  shall mean the  foundation,  supporting
members  of the roof,  floor  slabs,  exterior  walls,  structural  girders  and
columns,  load-bearing  walls and columns.  (It is acknowledged that movement of
floor  slabs is normal and not  generally  repaired  in first  class  industrial
buildings, unless the movement is excessive.)

         (c) Tenant shall have the right to inspect all documents reflecting any
part of the Operating  Costs and the  calculations  of any amount  payable under
Section 6(a) of this Lease,  and Landlord  shall  provide  written  receipts and
accounting  records  supporting  its itemized  statements  and  calculations  of
Operating  Costs  and the  amounts  due under  Section  6(a) once each year upon
request by Tenant.  If Tenant wishes to dispute the  determination  of Operating
Costs under Section 6(a) or the  calculation of any amount payable under Section
6(a),  Tenant shall give Landlord  written  notice of such dispute within ninety
(90) days after receipt of notice from Landlord of the matter giving rise to the
dispute.  If Tenant does not  provide  Landlord  such  notice  within such time,
Tenant shall have waived its right to dispute such determination or calculation.
Promptly after the giving of such written notice,  Tenant shall cause to be made
a complete  audit of Landlord's  records  relating to the matter in dispute by a
nationally  recognized firm of independent certified public accountants mutually
agreed  upon by Landlord  and  Tenant.  The cost of such audit shall be borne by
Tenant unless such audit discloses an error which  overstated  Operating Cost by
more than two percent (2%) of the amount determined by the audit, in which event
Landlord  shall  bear the cost of such  audit.  If such audit  reveals  that the
amount  previously  determined by Landlord was incorrect,  a correction shall be
made and either  Landlord  shall  promptly  return to Tenant any  overpayment or
Tenant shall promptly pay to Landlord any  underpayment  which was based on such
incorrect amount.  Notwithstanding the pendency of any dispute
<PAGE>

hereunder,  Tenant shall make payments based upon  Landlord's  determination  or
calculation  until  such  determination  or  calculation  has  been  established
hereunder to be incorrect.

         Section 7.   UTILITIES & CLEANING.

         Tenant shall  directly  contract for and pay for all utilities  serving
the  Premises,  including,  but not  limited to, gas,  steam,  water,  fuel oil,
electricity,  sewer charges,  telephone and communications systems and the like;
and Landlord shall not be  responsible  for or involved in the payment of or the
contracting for any said utilities. Likewise, Tenant shall directly contract for
and pay for janitorial  services and interior window cleaning and Landlord shall
not be responsible  for or involved in the payment of or contracting  for any of
said services.

         Section 8.   TAXES

         Tenant  shall pay before  delinquency  any and all taxes,  assessments,
license  taxes and other  charges  levied,  assessed or imposed and which become
payable during the Term of this Lease upon Tenant's operations at, occupancy of,
or conduct of business at the Premises or upon equipment, furniture, appliances,
trade fixtures and other  personal  property of any kind installed or located at
the Premises;  provided,  however, Tenant may pay such amounts after delinquency
to the extent that such delay is necessary  to Tenant's  good faith and diligent
contest of such  amounts,  but only so long as there is no risk of Tenant having
any of its assets or Landlord's  assets  foreclosed upon or seized by the taxing
authority.

         Section 9.   QUIET ENJOYMENT

         Landlord  covenants  and agrees with Tenant that upon Tenant paying the
Base Rent and  additional  rent  hereunder and observing and  performing all the
terms,  covenants  and  conditions of this Lease on Tenant's part to be observed
and  performed,  Tenant may peaceably  and quietly  enjoy the Premises  subject,
nevertheless, to the terms and conditions of this Lease and the matters shown as
items 8-20 on  Schedule B to the  Landlord's  title  policy,  a copy of which is
attached hereto as Exhibit D.

         Section 10.  PREPARATION OF PREMISES

         (a) Landlord  shall  Substantially  Complete (as defined in Section 30)
the work in the Premises required to be done by Landlord as specified in Exhibit
B attached hereto ("Landlord's Work"). All Landlord's Work shall be performed in
a good and  workmanlike  manner with new, first quality  materials in compliance
with all laws,  codes and all  regulations.  Landlord will obtain a fifteen (15)
year  warranty  on the roof  naming  the  Landlord  and  Tenant  on all  related
warranties. Landlord represents that the Premises will be in compliance with the
ADA. If Landlord's Work is not performed as herein required,  or if such work or
the Premises in not in  compliance  with all laws,  codes or other  regulations,
Landlord shall perform the
<PAGE>

necessary remedial work at its sole cost and expense.  Landlord and Tenant agree
that  Wyatt   Construction   Company  shall  be  the  general   contractor  (the
"Contractor") and RVP Architecture shall be the architect (the "Architect") used
by the parties for the purposes of performing  Landlord's Work subject to change
in the event of failure or inability  to perform.  Landlord  shall  exercise due
diligence in pursuit of completing Landlord's Work. Landlord shall permit Tenant
to have  access  to the  Premises  prior to the  commencement  of the  Lease for
purposes  of  inspecting  Landlord's  Work or  with  Contractor's  consent,  for
performing  work in the Premises.  Landlord agrees to proceed with due diligence
to complete any portion of Landlord's Work that shall not have been completed as
of the date of Substantial  Completion of the foregoing by not later than thirty
(30)  days  after  the  date  of  Substantial   Completion  (excluding  seasonal
landscaping, which shall be completed promptly as soon as the season permits).

         (b)  Except  for minor  changes  to comply  with  applicable  law or to
correct any mistakes in the plans or  specifications,  no change orders from the
plans and specifications set forth on Exhibit B shall be permitted,  unless duly
authorized representatives of both Tenant and Landlord shall agree to the change
order in writing. Each change order shall set forth the changes in the plans and
specifications and an estimate of the increase in the price to be charged by the
Contractor and any delay in the construction schedule. Thereafter, within thirty
(30) days after receipt of documentation  showing the amount charged to Landlord
by the Contractor for the change order, Tenant shall reimburse Landlord for such
amount,  unless such amount is more than 10% more than the estimate set forth in
the change  order,  in which event  Tenant  shall pay Landlord the amount of the
estimate plus 10% of the amount of the estimate.

         (c) Landlord acknowledges that it is a material provision of this Lease
that Landlord  deliver the Premises to Tenant by the date Landlord sets forth in
its Official Estimate  (defined below) and in the condition  provided herein. An
Initial  Estimate  date shall be provided by Landlord to Tenant  within  fifteen
(15)  days  after  the  appropriate  building  permit  has  been  issued  by the
government authorities. In no case shall the Initial Estimate date be later than
the  Substantially  Complete date set forth in Section 30 herein. In recognition
thereof,  Landlord agrees to provide Tenant with preliminary  written statements
signed by both Landlord and the Contractor on the first day of each month,  from
and after the commencement of construction  until the  Commencement  Date of the
Lease,  detailing the status of Landlord's Work compared to the Initial Estimate
date and/or the Official  Estimate  date and the estimated  date of  substantial
completion of Landlord's Work.  Landlord's  preliminary estimates may change the
Initial  Estimate date of substantial  completion of Landlord's  work (reference
Section 30);  provided that once  Landlord's  estimate of such date falls within
ninety (90) days of the date of the  Substantial  Completion  date,  it shall be
referred to as the "Official Estimate".  In the event that the
<PAGE>
Commencement  Date occurs on or after that date which is fifteen  (15) days plus
any days of delay caused by change orders or Tenant's work on the Premises after
the  Commencement  Date set  forth in the  Official  Estimate,  Tenant  shall be
entitled to a rent reduction equal to $750.00 times the number of days after the
fifteenth day plus any days of delay caused by change orders or Tenant's work on
the Premises after the Commencement Date set forth in the Official Estimate, but
before the actual Commencement Date.

         Section 11.  ACCEPTANCE OF PREMISES

         Taking  possession  of the  Premises  by  Tenant  shall  be  conclusive
evidence  as against  Tenant  that the  Premises  were in good and  satisfactory
condition  when  Possession  was taken subject to correction (by Landlord at its
expense) of punch list or other  defective  items disclosed to Landlord prior to
taking  of  possession  of  the  Premises  by  Tenant,  defects  not  reasonably
discoverable  prior to taking  possession  and  disclosed  to Landlord  within a
reasonable period of time after discovery of same by Tenant, but no later ninety
(90) days after taking possession of the Premises,  and latent defects disclosed
to Landlord within a reasonable time after discovery of same by Tenant.

         Section 12.  ACCESS TO PREMISES

         Landlord  and  Tenant  acknowledge  that  Tenant  shall  be  performing
confidential  work within the  Premises,  which  confidential  work shall not be
accessible to Landlord. Accordingly, Landlord agrees that it will cooperate with
Tenant  so as to  preserve  the  confidentiality  of  Tenant's  work  (and  such
cooperation  shall include,  but not be limited to, if requested by Tenant,  the
execution of  confidentiality  agreements  by Landlord and its agents,  assigns,
employees and contractors,  and other reasonable  measures to preserve  Tenant's
confidentiality).  Unless Tenant shall consent to a shorter time,  Landlord will
provide  at least  twenty-four  (24)  hours  advance  notice to Tenant  prior to
entering the Building, will schedule with Tenant the time and place of all entry
by Landlord or its agents,  assigns,  employees  or  contractors,  and will only
enter upon the Building with a duly-authorized  representative of Tenant, except
in the event of an  emergency.  Landlord  agrees to use its best  efforts not to
interfere unreasonably with the Tenant or the Tenant's business in the course of
exercising its rights under this paragraph.

         Section 13.  ALTERATIONS BY TENANT

         (a)  Other  than  interior,   non-structural  alterations,   for  which
Landlord's   consent  is  not  required,   Tenant  shall  make  no  alterations,
decorations,  installations,  additions  or  improvements  in or to the Premises
without first obtaining the written consent of Landlord. Tenant understands that
Landlord's  consent will be conditioned on Tenant's  compliance  with Landlord's
requirements  as  in  effect  at  the  time   permission  is  requested,   which
requirements will include,  but not be limited to Landlord's  approval of plans,
specifications,  contractors, insurance, and hours of
<PAGE>

construction.  Prior to the  commencement  of any work in or to the  Premises by
Tenant's contractor,  Tenant shall comply with all applicable laws (for example,
by obtaining a building permit if required), and Tenant shall on request deliver
to Landlord  certificates issued by applicable  insurance  companies  evidencing
that workmen's  compensation and public liability  insurance and property damage
insurance,   all  in  amounts  and  with  companies,  and  on  forms  reasonably
satisfactory  to  Landlord,  are in  force  and  effect  and  maintained  by all
contractors and subcontractors engaged by Tenant to perform such work. Each such
certificate  shall provide that it may not be cancelled  without ten days' prior
written notice to Landlord.

         (b) All  articles of personal  property,  and all movable  business and
trade  fixtures,  machinery and  equipment,  cabinetwork,  furniture and movable
partitions owned or installed by Tenant at its sole expense (and with respect to
which no credit or allowance  was granted to Tenant by Landlord) in the Premises
shall  remain the  property  of Tenant and may be removed by Tenant at any time,
provided  that Tenant,  at its expense,  shall repair any damage to the Premises
caused by such removal. All alterations, decorations,  installations,  additions
or  improvements  in or to the Premises other than those  specified in the first
sentence of this Section 13(b) shall,  upon the completion  thereof,  become the
property of Landlord and shall be surrendered to Landlord upon the expiration or
other  termination  of the Term of this  Lease.  Landlord  may elect to  require
Tenant to remove all or any part of the property described in the first sentence
of this Section 13(b) at the expiration or other termination of the Term of this
Lease, in which event such removal shall be done at Tenant's expense, and Tenant
shall, at its expense, repair any damage to the Premises caused by such removal.

         (c) Tenant shall be solely responsible for the consequences of Tenant's
repairs and  alterations on the Premises'  structure and on the operation of its
systems,  such  as  heating,  air  conditioning,   ventilating,  electrical  and
plumbing,  whether or not Tenant had received Landlord's consent to such repairs
or alterations pursuant to this Section 13.

         Section 14.  MAINTENANCE AND REPAIRS

         (a) Except for the maintenance,  repairs and  replacements  Landlord is
required to make pursuant to Section  13(b) of this Lease,  and except for items
expressly  excluded from Operating Costs under Section  6(b)(iii),  Tenant shall
take good care of the Premises and the fixtures and improvements  therein,  and,
at its sole cost and expense, make repairs,  restorations or replacements as and
when needed to keep the  Premises in first class order,  condition,  and repair,
reasonable wear and tear excepted.  If Tenant fails,  after notice to Tenant and
the lapse of applicable  grace periods in accordance  with Section 31(b) of this
Lease, to make any repairs, restorations or replacements required by this Lease,
Landlord  may  (but  without  any  obligation  to  do  so)  make  such  repairs,
restorations,  or  replacements  at the

<PAGE>

reasonable  expense of Tenant and such expense  shall be due within  thirty (30)
days of receipt by Tenant of written  notice by Landlord,  as  additional  rent.
Tenant  shall  comply with all  provisions  of Section 13 and Section 15 of this
Lease in connection with such repairs, restorations and replacements.

         (b)  Subject to  Section  14(c),  (d) and (e)  hereof,  and  subject to
Tenant's  reimbursement  of  Landlord as  provided  in Section  6(b)  hereunder,
Landlord  shall act as property  manager for the Premises and, in such capacity,
shall be responsible for the operation,  maintenance and repair of the Premises,
including but not limited to: Building  maintenance,  exterior window  cleaning,
normal  maintenance  and  repair  of the  Premises  (including  heating  and air
conditioning systems, electrical and plumbing systems,  landscaping,  roof, roof
membrane,  elevator system, utility systems,  Parking Lot, and snow removal) and
security  outside  of  the  Building.  In  addition,  Landlord  shall  make  the
structural  repairs and  replacements to the structural  portion of the Premises
that  Landlord is required to make,  at  Landlord's  cost and  expense,  without
reimbursement from Tenant, pursuant to Section 6(b)(iii) of this Lease.

         (c)  Landlord  agrees not to assign its  responsibilities  as  property
manager of the Premises to any other person or entity  without  first  providing
written  notice  to  Tenant  and  obtaining  Tenant's  written  consent  to such
assignment.

         (d)  Landlord  agrees,   by  not  later  than  45  days  prior  to  the
Commencement  Date,  to  provide  Tenant's  Facilities  Manager  with a detailed
property  management plan for the Premises,  including  proposed staffing levels
and  standards of  management  and  maintenance  of the  Premises.  Tenant shall
respond  with its  comments or approval of such plan within  thirty (30) days of
receipt of the management plan and to any revised submittal within ten (10) days
of its receipt of the same. Landlord and Tenant shall discuss who Landlord shall
hire or contract  with as major service  providers  for the  Premises.  Landlord
shall have yearly  inspections  of the roof as required by the terms of the roof
warranty and Landlord and Tenant shall  cooperate in the enforcement of the roof
warranty.  Landlord  shall advise Tenant in advance of any repair or maintenance
cost believed to be in excess of $10,000.  In the event Landlord or Tenant shall
disagree about such plans, the need for such maintenance or repairs,  or whom to
hire as service providers, then Landlord and Tenant shall agree to a third party
property manager,  which third party property manager shall informally arbitrate
such disputes.

         (e) Except as provided  elsewhere in this Lease to the contrary,  there
shall be no  allowance  to  Tenant  for a  diminution  of  rental  value  and no
liability  on the part of  Landlord,  by reason of  inconvenience,  annoyance or
injury to, or interruption of business,  arising from Landlord, Tenant or others
making  any  repairs,  restorations,  replacements,  alterations,  additions  or
improvements  in or to  any  portion  of  the  Premises,  or in or to  fixtures,
appurtenances or equipment  thereof;  provided that such repairs,  restorations,
etc.  do not prevent  Tenant  from  operating
<PAGE>

in the Premises as anticipated  hereunder for more than  twenty-four  hours.  In
such case,  Rent  hereunder  shall be abated in proportion  to the  untenantable
space in the Premises.  Notwithstanding the provisions of Section 12, Section 14
or  Section  21 or any  other  provision  of  this  Lease  to the  contrary,  in
exercising its rights  pursuant to this Lease,  Landlord shall not  unreasonably
interfere  with the  access to the  Premises  or  Tenant's  business  operations
therein.

         Section 15.  MECHANIC'S LIENS

         (a)  Tenant  shall,  at  Tenant's  option,  pay or  cause to be paid or
provide bond for all costs for work done by it or caused to be done by it on the
Premises of a character which will or may result in liens on Landlord's interest
therein  and  Tenant  will keep the  Premises  free and clear of all  mechanic's
liens,  and other  liens on account of work done for Tenant or persons  claiming
under  it.  Tenant  shall  indemnify  and hold  Landlord  harmless  against  any
liability,  loss, damage,  costs or expenses,  including  reasonable  attorney's
fees,  on account of any claims of any nature  whatsoever,  including  claims of
liens of laborers or  materialmen or others for work performed for, or materials
or supplies furnished to Tenant or persons claiming under Tenant.

         (b) Should any liens be filed or recorded  against the  Premises or any
action  affecting the title thereto be commenced due to Tenant's  contracts with
third parties,  Tenant shall give Landlord written notice thereof.  Tenant shall
thereafter  cause such  liens to be removed of record  within ten days after the
filing of the liens. If a final judgment  establishing the validity or existence
of a lien for any amount is  entered,  Tenant  shall pay and satisfy the same at
once.  If Tenant shall be in default in paying any charge for which a mechanic's
lien or suit to foreclose the lien has been recorded or filed, Landlord may (but
without  being  required to do so) pay such lien or judgment and any costs,  and
the  amount so paid,  together  with  reasonable  attorney's  fees  incurred  in
connection  therewith,  shall be  immediately  due from Tenant to Landlord  with
interest at the Default  Rate from the dates of  Landlord's  payments.  Landlord
shall be responsible for the payment for all work (including  Landlord's  Work),
and the removal of all liens of record  relating  to work of Landlord  occurring
prior to the Commencement  Date, or,  thereafter,  work performed by Landlord or
its contractors.

         (c) At least five days prior to the  commencement of any work permitted
to be done  by  persons  requested  by  Tenant  on the  Premises  in  excess  of
$10,000.00,  Tenant shall notify Landlord of the proposed work and the names and
addresses of the persons  supplying labor and materials for the proposed work so
that  Landlord may avail itself of the  provisions  of statutes  such as Section
38-22-105(2) of Colorado  Revised  Statutes (1973, as amended).  During any such
work on the Premises,  Landlord and its representatives  shall have the right to
go upon and inspect the  Premises at all  reasonable  times,  and shall have the
right to post and keep posted  thereon  notices  such as those  provided  for by
Section 38-22-105(2).

<PAGE>

         Section 16.  CASUALTY

          (a) If the  Building  or the Parking Lot or means of access or ingress
to the Premises  shall be so damaged by fire or other  casualty as to render the
Premises  untenantable,  and if such damage  shall be so great that an architect
selected  by  Landlord  and  agreed to by Tenant  shall  certify  in  writing to
Landlord and Tenant that the Premises with the exercise of reasonable diligence,
but without the payment of overtime or other premiums  cannot be made tenantable
within  90 days  from the  happening  of the fire or other  casualty,  or if the
damage shall be such that  Landlord's  architect shall certify that the Premises
can be made  tenantable  within the 90-day period from the happening of the fire
or other casualty, but insurance proceeds are not made available to Landlord for
repair of such damage,  then  Landlord or Tenant may  terminate  this Lease.  If
neither  Landlord nor Tenant  terminates  this Lease as set forth  above,  then,
except as  hereinafter  provided,  Landlord  shall with  reasonable  promptness,
repair the damage so done except that Landlord  shall not be required to repair,
replace  or restore  any  personal  property  of Tenant  specified  in the first
sentence of Section 13(b).  Until such repair is  substantially  completed,  the
Base Rent shall be abated in  proportion  to the part of the  Premises  which is
unusable by Tenant in the  reasonable  conduct of its  business  or  profession.
There  shall be no  abatement  of Base  Rent by  reason  of any  portion  of the
Premises  being  unusable  for a period of one day or less,  unless  covered  by
Landlord's  loss  of  rent  insurance.  If the  damage  is due to the  fault  or
negligence of Tenant or Tenant's employees,  agents or invitees,  there shall be
no abatement of Base Rent, unless covered by Landlord's loss of rent insurance.

         (b) If the Premises shall be damaged by fire or other casualty, but not
so as to render the  entire  Building  untenantable,  Landlord  shall  cause the
damage  to  be  repaired  with  reasonable   promptness  and,  if  not  repaired
sufficiently  that the entire Premises is tenantable within one day, there shall
be an  abatement  of Base Rent and all other  amounts  due under  this  Lease in
proportion to the Rentable Square Footage of the Premises rendered untenantable.
If the fire or other  casualty  causing  damage to the Premises  shall have been
caused by the negligence of Tenant, or Tenant's  employees,  agents or invitees,
such damage  shall be  repaired by Landlord  and the amount paid for such repair
shall be due from Tenant to Landlord  with interest at the Default Rate from the
dates  of  Landlord's  payments,  unless  Landlord  is  paid  for  such  loss by
insurance.

         Section 17.  EMINENT DOMAIN

         (a) If any portion of the  Premises  shall be taken by right of eminent
domain or shall be conveyed in lieu of any such  taking,  which shall render the
Premises  untenantable,  then this  Lease,  at the option of either  Landlord or
Tenant  exercised  by either party  giving  written  notice to the other of such
termination  within  thirty  (30) days after such  taking or  conveyance,  shall
forthwith  cease and  terminate  and the Base Rent and all  other  sums  payable
hereunder shall be duly apportioned as
<PAGE>

of the date of such taking or conveyance.  Tenant  thereupon  shall surrender to
Landlord the Premises and all interest  therein  under this Lease,  and Landlord
may re-enter and take possession of the Premises and remove Tenant therefrom. If
neither party exercises the option to terminate this Lease,  Landlord shall make
an equitable  adjustment  of the Base Rent payable by Tenant for the  tenantable
portion of the Premises.

         (b) In the event of any taking or conveyance described above,  Landlord
shall receive the entire award or  consideration  for the lands and improvements
so taken and Tenant  hereby  waives all claims  against  Landlord and assigns to
Landlord all claims  against the  condemnor  for or on account of or incident to
such taking or conveyance,  except that Tenant may separately  claim and recover
from the  condemnor,  the value of any personal  property of Tenant which Tenant
was entitled to remove pursuant to this Lease, as well as compensation  for loss
of leasehold  estate,  and  leasehold  improvements  done and paid for by Tenant
without contribution from Landlord, relocation expenses and lost profits.

         Section 18.  INJURY TO PERSON OR PROPERTY

         (a) Subject to Section  19(a),  Landlord  hereby  agrees to  indemnify,
defend and hold  harmless  Tenant from and against any and all demands,  claims,
causes of action,  liabilities or judgments and any and all expenses (including,
without limitation,  reasonable attorney fees) incurred by Tenant,  arising from
(i) the neglect or fault of Landlord,  its employees,  contractors or agents; or
(ii) Landlord's breach of its obligations under this Lease.

         (b)  Tenant  shall  neither  hold  nor  attempt  to  hold  Landlord  or
Landlord's  employees or agents liable for, and subject to Section 19(a), Tenant
shall hold harmless and indemnify  Landlord and  Landlord's  employees or agents
from and against, any and all demands, claims, causes of action, liabilities, or
judgments, and any and all expenses (including,  without limitation,  reasonable
attorney's fees) incurred by Landlord in  investigating  and resisting the same,
arising from any of the following:

                  (i) Any injury or damage to the person or  property  of Tenant
or to any other person rightfully on the Premises for any purpose whatsoever, to
the extent  the injury or damage is caused by the  neglect or fault of Tenant or
Tenant's employees,  agents or invitees,  or to the extent such injuries are the
result of the violation of laws or ordinances,  governmental orders of any kind,
or of the provisions of this Lease including the rules and regulations  provided
for in Section 27 of this Lease, by any of such persons;

                  (ii) Any injury or damage of any nature  suffered by Tenant or
Tenant's  employees,  agents or  invitees  to the extent the injury or damage is
caused  by the  loss or  destruction  by any  person  of  furniture,  inventory,
valuables, files or any other property kept or stored on the Premises; and

<PAGE>

                  (iii) Any injury or damage not  specified  above to the person
or property of Tenant, or Tenant's employees,  agents or invitees, to the extent
the injury or damage is caused by any reason other than the fault or  negligence
of  Landlord  or  Landlord's  employees  or  agents,  or breach of this Lease by
Landlord,  including,  but not  limited to any injury or damage  resulting  from
fire, explosion, falling plaster or glass, steam, gas, electricity,  water, rain
or snow or leaks from any part of the Building, or from the pipes, appliances or
plumbing works or from the roof,  street,  subsurface or from any other place or
by dampness.


         Section 19.  TENANT'S INSURANCE

         (a) At all times during the Term of this Lease,  Tenant  shall,  at its
own expense,  maintain (i) public  liability  insurance  for claims for personal
injury or death and  property  damage  with  limits of not less than  $1,000,000
combined  single  limit of  liability  plus  umbrella  coverage of not less than
$5,000,000;  and (ii)  fire and  extended  coverage  insurance  on all  property
described  in the first  sentence of Section  13(b) to the extent of at least 90
percent of their  insurable  value.  All such  policies  described in subsection
(a)(i)  only shall name  Landlord  as an  additional  insured  and shall be with
insurance  companies and on forms  reasonably  satisfactory to Landlord.  Tenant
shall,  prior to Tenant's occupancy of the Premises and thereafter at Landlord's
request, furnish Landlord with certificates of all insurance to be maintained by
Tenant and with evidence of payment of the premiums  thereon.  All such policies
shall  contain  a clause  or  endorsement  to the  effect  that  they may not be
terminated  or amended  during the Term of this Lease  except after thirty days'
written notice thereof to Landlord.  All insurance policies  maintained by or on
behalf of  Landlord  and Tenant with  respect to the  Premises  shall  include a
waiver of subrogation  against Landlord and Tenant on the part of the respective
insurance  carriers and each of the parties  hereby  releases the other,  to the
extent of the releasing party's insurance  coverage,  from any and all liability
for any loss or damage covered by such insurance which may be inflicted upon the
property of such party even if such loss or damage shall be brought about by the
fault or  negligence  of the other  party,  its agents or  employees;  provided,
however,  that this  release  shall be  effective  only with  respect to loss or
damage occurring  during such time as the appropriate  policy of insurance shall
contain a clause to the effect or otherwise  provide that this release shall not
affect said policy or the right of the insured to recover thereunder.

         (b)  Tenant  shall not use or suffer or permit any other firm or person
to use the  Premises  for any  hazardous  purpose  or in any  manner  that  will
violate, suspend, void, make inoperative or increase the rate of any policies of
insurance of any kind at any time carried by Landlord  upon the Premises and the
Building,  fixtures and
<PAGE>

property  therein.  Tenant at Tenant's sole expense shall comply with all rules,
orders,  regulations or requirements of the board of fire  underwriters,  or any
other similar body, having  jurisdiction over the Premises.  Any increase in the
cost of any insurance carried by Landlord attributable to Tenant's activities on
the Premises or Tenant's failure to perform and observe Tenant's obligations and
covenants hereunder shall be borne by Tenant and payable to Landlord,  from time
to time, on demand.

         Section 20.  LANDLORD'S INSURANCE

         At all times  during the Term of this Lease,  Landlord  shall  maintain
public  liability  insurance  for claims  for  personal  liability  or death and
property damage with limits of not less than $5,000,000.  Landlord, with respect
to  all  structures  and  improvements  on  the  Premises,  including  leasehold
improvements,  shall,  during the Term of this  Lease,  carry full and  adequate
insurance  under a so-called  all-risk  policy,  which shall  include but not be
limited to coverage for boiler and  machinery,  accidental  and direct  physical
loss.  Landlord's  insurance  shall also include rental value  insurance for the
protection of Landlord,  which insurance shall provide for payment of net rental
and other charges due hereunder for a minimum period of one (1) year following a
casualty,  such  policy  providing  that  payments  will  be  made  to  Landlord
regardless of whether this Lease is terminated as a result of such casualty.

         During the period  Landlord is performing  Landlord's Work (and for any
additional  period prior to delivery of the Premises to Tenant),  Landlord shall
maintain,  or cause its Contractor to maintain,  property insurance under an all
risk form or  builder's  risk  coverage in amounts and in a form  acceptable  to
Tenant.  Landlord shall also require the Architect to carry errors and omissions
coverage in an amount of not less than $1,000,000. Landlord's insurance policies
shall be deposited  with the Tenant and renewals  thereof shall be deposited not
less  than  ten (10)  days  prior to the  expiration  date of the then  expiring
policy.  All such policies  maintained  by Landlord  shall provide that the same
shall not be  amended  or  canceled  without at least  thirty  (30) days'  prior
written notice to the Tenant.

         Section 21.  SERVICES PROVIDED BY LANDLORD

         (a)      Pursuant to Section 10 above,  Landlord shall furnish or cause
to be furnished on or before the Commencement Date the following services:

                  (i) Heating or air conditioning;  provided that Tenant will be
solely  responsible  to pay  for the  power  to  operate  such  heating  and air
conditioning on the Premises;

                  (ii) Domestic  running water for the operation of  lavatories,
ordinary drinking fountains at all times (but paid for by Tenant);

                  (iii) 110-volt electric current for the office,  warehouse and
manufacturing portions of the Premises and 220-volt or 408-volt electric current
for
<PAGE>

the manufacturing  portion of the Premises,  all as shown on Exhibit B; provided
that Tenant will be solely  responsible to pay the electric bill to operate such
systems on the Premises;  After the Commencement  Date, the costs of maintaining
the  availability of such utilities shall be Operating Costs pursuant to Section
6(b)(ii).

         (b) Tenant  covenants  and agrees that at all times its use of electric
current shall never exceed the capacity of any wiring  installation in or to the
Premises.

         (c)  Landlord  shall not be liable to Tenant or any other  person,  for
direct or consequential damage, or otherwise,  for breach of Section 21(a) above
when  Landlord  uses  reasonable  diligence  to supply such  services.  Landlord
reserves the right temporarily to discontinue such services,  or any of them, at
such  times  as may be  necessary  by  reason  of  accident,  unavailability  of
employees, repairs, alterations or improvements,  strikes, lockouts, riots, acts
of  God,  governmental  preemption  in  connection  with  a  national  or  local
emergency, any rule, order or regulation of any governmental agency,  conditions
of supply and demand,  Landlord's  compliance  with any  mandatory  governmental
energy  conservation or environmental  protection program or any other happening
beyond the  control of  Landlord.  Landlord  shall not be liable for  damages to
person or  property  or for  injury to, or  interruption  of,  business  for any
discontinuance permitted under this Section 21, nor shall such discontinuance in
any way be  construed  as an eviction of Tenant or cause an abatement of rent or
operate to release  Tenant from any of Tenant's  obligations  hereunder,  unless
Landlord is negligent in its duties to maintain the heating and air conditioning
system, the plumbing, and the electrical system.

         Section 22.  ASSIGNMENT AND SUBLETTING

         (a) Tenant shall not assign this Lease or any interest herein or sublet
all or any part of the  Premises,  or suffer or permit the  Premises or any part
thereof to be occupied by others,  without the prior written consent of Landlord
in each instance,  which consent shall not be  unreasonably  withheld.  Any such
attempted assignment,  subletting, or occupancy without Landlord's prior written
consent shall be void and shall confer no rights whatsoever on any party. Tenant
will  notify  Landlord in writing of any  interest  in this Lease  which  Tenant
wishes to assign or any portion of the Premises which Tenant wishes to sublet or
permit others to occupy which notice shall  specify the terms and  conditions of
such  transaction  and shall be accompanied by such  information as Landlord may
require  with  respect to the proposed  assignee,  sublessee  or occupant.  Upon
receipt of such  notice and  information,  Landlord  shall have the right in its
discretion, reasonably exercised, to either:

                  (i) Consent to such  assignment,  subletting  or  occupancy in
which event one-half (1/2) of any rent or other consideration realized by Tenant
under any such  assignment,  subletting  or occupancy in excess of the Base Rent
and other sums payable hereunder reasonably attributable to the space subject to
the
<PAGE>

assignment,  subletting  or occupancy  arrangement,  after  amortization  of the
reasonable  costs  incurred  by Tenant for  leasing  commissions  and  leasehold
improvements  in connection with such  assignment,  subletting or occupancy over
the term of such assignment,  subletting or occupancy, shall be paid to Landlord
by Tenant; or

                  (ii)  Refuse to  consent  to such  assignment,  subletting  or
occupancy  setting  forth its reasons for such  refusal in writing.  If Landlord
does not deliver written notice as to Landlord's  election of one of the options
referred  to above  within  thirty (30) days after its receipt of the notice and
information  from  Tenant,  Landlord  shall be deemed to have  consented  to the
proposed  assignment,  subletting  or  occupancy.  If this Lease or any interest
herein is assigned, or if the Premises or any part thereof be sublet or occupied
by anybody  other than  Tenant,  with or without the consent of Landlord  having
first been obtained,  Landlord may,  after default by Tenant,  collect rent from
the assignee,  subtenant or occupant,  and apply the net amount collected to the
Base Rent and other  sums due  hereunder,  but no  collection  shall be deemed a
waiver  of this  covenant,  or the  acceptance  of the  assignee,  subtenant  or
occupancy  as the  tenant  hereof  or a  release  of  Tenant  from  the  further
performance  by Tenant of  covenants  on the part of  Tenant  contained  in this
Lease.  The consent by  Landlord  to an  assignment,  subletting,  or  occupancy
arrangement  shall not relieve Tenant from primary  liability  hereunder or from
the  obligation  to obtain the  express  consent in writing of  Landlord  to any
further assignment, subletting, or occupancy arrangement.

         (b)  Notwithstanding  anything  contained in this Lease to the contrary
and provided the assignee  assumes this Lease,  none of the  following,  nor any
assignments  or  transfers of this Lease  resulting  from the  following,  shall
require Landlord's prior written consent or the payment by Tenant of any fees or
charges of any kind:  (a) a transfer of stock or other  ownership  interests  in
Tenant;  (b) the merger,  consolidation  or  amalgamation of Tenant with a third
party or the sale of all or substantially  all of the stock or assets of Tenant;
or  (c) a  transfer  to a  parent,  subsidiary  or  "affiliate"  of  Tenant.  An
"affiliate" shall mean any trust, corporation,  partnership or limited liability
company (i) which owns or "controls"  the majority of the ownership  interest of
Tenant, either directly or indirectly through other entities;  (ii) the majority
of whose ownership  interests is owned or "controlled" by Tenant; or (iii) which
owns or  "controls" a majority of the  ownership  interests  of Tenant.  As used
herein,  the word "control" shall mean the right or power to direct or cause the
direction of the management and policies of the entity in question.

         Section 23.  END OF TERM
<PAGE>

         Upon the  expiration  or other  termination  of the Term of this Lease,
Tenant shall  promptly quit and surrender to Landlord the Premises  broom-clean,
in  good  order  and  condition,  ordinary  wear,  condemnation,   casualty  and
Landlord's  repair  obligations  excepted,  and Tenant  shall  remove all of its
movable  furniture  and  other  effects  and  such  alterations,  additions  and
improvements  as Landlord shall require Tenant to remove pursuant to Section 13.
For purposes of the  foregoing  sentence,  items which are  partially  worn from
normal use,  but not yet in need of repair,  shall be  considered  to be in good
condition.  Likewise, items which are worn from normal use and have been in such
condition  without  Landlord  repairing  them shall be  considered to be in good
condition.  All movable  furniture and other effects and alterations,  additions
and  improvements  not so  removed  shall  conclusively  be  deemed to have been
abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed
of by  Landlord  without  notice  to  Tenant or any  other  person  and  without
obligation  to account  therefor;  and Tenant shall pay Landlord all  reasonable
expenses incurred in connection with such property,  including,  but not limited
to, the cost of  repairing  any damage to the  Building  or  Premises  caused by
removal of such  property.  Tenant's  obligation  to  observe  or  perform  this
covenant shall survive the expiration or other termination of this Lease.

         Section 24.  HOLDOVER

         If Tenant or any party claiming through or under Tenant shall remain or
continue  to be in  possession  of the  Premises or any part  thereof  after the
termination  of this Lease,  and  Landlord  continues  to accept rent  payments,
Tenant or such  party or both  shall be deemed to be a month to month  tenant of
the Premises on all the terms and conditions of this Lease, except that the Base
Rent  shall be 110% of the  amount of the Base Rent for the  final  Lease  Year.
Nothing herein  contained shall be construed to limit Landlord's right to obtain
possession of the Premises upon  termination of this Lease by unlawful  detainer
proceedings  or otherwise in the event that Landlord does not continue to accept
rent payments after termination of this Lease.

         Section 25.  SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE

         (a) This Lease is subordinate to all  mortgages,  trust  indentures and
other  encumbrances  which may now or hereafter affect such leases or all or any
portion of the  Premises  and to all  renewals,  modifications,  consolidations,
replacements and extensions thereof.  This clause shall be self-operative and no
further instrument or subordination shall be required in order to effectuate it.
Tenant  covenants and agrees  nevertheless,  to execute and deliver promptly any
certificate or other assurance in confirmation of such subordination  reasonably
requested by any mortgagee.
<PAGE>

         (b) Tenant agrees that in the event any proceedings are brought for the
foreclosure  of any  mortgage  to which this Lease is  subordinate,  Tenant will
attorn to the purchaser at any such  foreclosure  sale and will  recognize  such
purchaser  as its  landlord  under this  Lease.  Any  attornment  to a purchaser
pursuant  to this  Section 25 shall  occur  automatically,  but Tenant  shall on
request by and without cost to Landlord or any purchaser execute and deliver any
reasonable instruments evidencing such attornment.

         (c)  Notwithstanding  the  foregoing,  no  subordination  or attornment
pursuant to the provisions of this Section 25 shall be effective unless prior to
the date any party desiring such  subordination  or attornment  obtains title to
the Premises,  such party has acknowledged by written notice to Tenant that this
Lease and Tenant's rights hereunder shall continue  undisturbed  while Tenant is
not in default hereunder; except that party shall not be:

                  (i)  Liable  for any act or  omission  of any prior  Landlord;
provided,  however,  such party shall not be released from liability if such act
or omission  constitutes a breach of the Landlord's  obligations under the Lease
and  continues  after the lender or  purchaser  succeeds to the  interest of the
Landlord under the Lease; or

                  (ii)  Subject to any offsets or defenses  which  Tenant  might
have against any prior Landlord; or

                  (iii)    Bound by any  Base  Rent  which   Tenant  might  have
paid for more than one month in advance to any prior Landlord.

         In addition, and notwithstanding the provisions of this Section 25, any
subordination of this Lease or attornment by Tenant shall be subject to Tenant's
receipt of written assurance from the mortgagee or deed of trust holder that (a)
Tenant's  possession and this Lease,  including any options to extend the Lease,
will not be disturbed so long as Tenant is not in default  hereunder  beyond any
applicable  notice and cure  periods  and  attorns  to the  record  owner of the
Premises;  and (b) in the event of foreclosure or sale, the Lease shall continue
in full force and effect in accordance  with its terms as a direct lease between
Tenant and such mortgagee,  deed of trust holder,  or other purchaser;  provided
that  such  rights of Tenant  shall be  subject  to the  provisions  of  Section
25(c)(i) through (iii) above.

         (d) In the event a  foreclosure  is  commenced  against  the  Premises,
Landlord will give Tenant notice of such  commencement at least thirty (30) days
prior to the foreclosure sale.

         Section 26.  STATEMENT OF PERFORMANCE
<PAGE>

         Each party  agrees at any time and from time to time,  to  execute  and
deliver to the other,  within twenty (20) days following a request  therefor,  a
statement in writing certifying that this Lease is in full force and effect, and
unmodified (or specifying any  modifications),  that the requesting party is not
in default  hereunder  (or  specifying  any alleged  defaults by the  requesting
party),  and any further  information about this Lease or the Premises which the
requesting party may reasonably request. Each party understands that prospective
purchasers,  mortgagees or lessors of the Building and prospective  assignees of
this Lease or  prospective  subleases or occupants of the Building  will rely on
such  certificates.  Any failure by either party to respond to a request  within
twenty (20) days after receipt of the request shall constitute an admission that
the matters set forth in the requested certificate are true.

         Section 27.  RULES AND REGULATIONS

         The rules and  regulations  set forth on Exhibit C attached  hereto are
hereby made a part of this Lease.  Landlord may from time to time amend, modify,
delete or add new and additional  reasonable  rules and regulations for the use,
safety,  cleanliness  and care of the Premises.  Such new or modified  rules and
regulations  shall be  effective  upon notice to Tenant from  Landlord  thereof.
Tenant and Tenant's employees,  agents and invitees,  shall at all times observe
faithfully  and comply  strictly with,  the rules and  regulations  set forth on
Exhibit C or as hereinafter modified by Landlord.  In the event of any breach of
any rules or  regulations  set forth on Exhibit C or any amendments or additions
thereto,  Landlord  shall have all  remedies in this Lease  provided  for in the
event of default by Tenant and shall, in addition have any remedies available at
law or in equity  including  the right to enjoin  any  breach of such  rules and
regulations.  In the event of any  conflict  between the terms of this Lease and
the terms of any rules and regulations  issued by Landlord,  including those set
forth in Exhibit C, the terms of this Lease shall control.

         Section 28.    INTENTIONALLY LEFT BLANK.

         Section 29.  INDEMNITY; WAIVER

         (a) Tenant shall indemnify and hold Landlord  harmless from any and all
demands, claims, causes of action,  liabilities,  judgments,  fines and expenses
(including, without limitation, reasonable attorney's fees) incurred or suffered
by Landlord by reason of any breach of this Lease (beyond  applicable  grace and
cure  periods)  by Tenant or  Tenant's  employees,  agents  or  invitees  of any
covenant or provision of this Lease.

         (b) Landlord has no knowledge of any present  violations  of applicable
federal,  state,  or local laws and  regulations,  including all laws related to
toxic
<PAGE>

hazardous  waste and hereby agrees to indemnify  and hold  harmless  Tenant from
liability for any such hazardous  waste existing prior to Tenant's  occupancy of
the Premises.  The Tenant shall comply with all applicable  federal,  state, and
local laws and  regulations,  including  but not  limited to the  Federal  Water
Pollution  Control Act, 33 U.S.C.  ss.1251,  et seq.,  the Oil Pollution Act, 33
U.S.C.  ss.2701 et seq.,  the Clean Air Act,  42 U.S.C.  ss.7401,  et seq.,  the
Resource  Conservation  and Recovery Act, 42 U.S.C.  ss.6901,  et seq.,  and the
Comprehensive  Environmental  Response,  Control,  and Liability  Act, 42 U.S.C.
ss.9601, et seq., as subsequently amended. Prior to the date that is thirty (30)
days from the date  hereof,  Landlord  agrees,  as a material  condition of this
Lease, to provide Tenant with an  environmental  assessment of the Premises,  in
form  and  substance   satisfactory  to  Tenant,   certified  by  a  third-party
environmental  consultant  licensed to  practice  in the State of  Colorado  and
reasonably  acceptable  to Tenant,  which report shows to Tenant's  satisfaction
that the Premises are free and clear of Hazardous Materials and the Premises are
not in violation of any  environmental  laws,  rules,  regulations or enactments
(the  "Environmental  Assessment").  In the event  Landlord  is unable to timely
deliver  such  report,  Tenant  shall be entitled to  terminate  this Lease upon
written  notice to  Landlord  delivered  no later than July 1, 1999.  The Tenant
shall  indemnify,  defend,  and hold the Landlord  harmless  for any  violations
incurred under any such laws and regulations or for any costs, damages,  claims,
liabilities,  and judgments to the extent arising from past, present, and future
acts or  omissions  of the Tenant in  connection  with the use and/or  occupancy
authorized  by  the  Lease  or  other  acts  of  Tenant  or  its  agents.   This
indemnification  and hold harmless  agreement  includes,  but is not limited to,
acts and  omissions of the Tenant in  connection  with the use and/or  occupancy
authorized  by the Lease  which  result in: (1)  violations  of the above or any
applicable laws and  regulations;  (2) judgments,  claims,  or demands  assessed
against the Landlord;  (3) reasonable costs,  expenses,  and damages incurred by
the Landlord;  or (4) other releases or threatened releases on or into the land,
property,  and other  interest of the Landlord by solid waste  and/or  hazardous
substance(s).

         (c) The Tenant's indemnification of the Landlord shall also include any
damages to life or property arising from the Tenant's  occupancy or use of land,
property,  and other  interest  of the  Landlord.  The  Landlord  has no duty to
inspect  leasehold  area or to warn of hazards and, if the Landlord does inspect
the area,  it shall incur no additional  duty nor  liability  for  identified or
non-identified hazards. This covenant may be enforced by the Landlord in a court
of  competent  jurisdiction.  This,  and all other  Tenant  indemnifications  of
Landlord and Landlord indemnifications of Tenant under this Lease, shall survive
the expiration or termination of this Lease.

         (d)  LANDLORD  AND TENANT  HEREBY  MUTUALLY  WAIVE TRIAL BY JURY IN ANY
ACTION,  PROCEEDING OR COUNTERCLAIM  BROUGHT BY EITHER OF THEM AGAINST THE OTHER
ON ANY  MATTERS  WHATSOEVER  ARISING  OUT OF
<PAGE>

OR IN ANY WAY  CONNECTED  WITH THIS LEASE,  THE  RELATIONSHIP  OF  LANDLORD  AND
TENANT,  TENANT'S USE OR OCCUPANCY  OF THE  PREMISES,  OR ANY CLAIM OF INJURY OR
DAMAGE, OTHER THAN CLAIMS FOR PERSONAL INJURY OR DEATH.

         (e)      Binding Arbitration.

                  (i)  Any  controversy,  claim  or  dispute  arising  out of or
relating  to the  construction  provisions  of this  Lease  (Section  10) or the
breach,  termination,  enforceability or validity thereof, other than claims for
personal injury or death, shall be determined exclusively by binding arbitration
in Boulder County before three arbitrators. The arbitration shall be governed by
the American  Arbitration  Association under its Commercial  Arbitration  Rules,
provided that at least one member of the panel shall have relevant  knowledge of
or experience in the commercial real estate industry.

                  (ii) No  provision  of, nor the  exercise of any rights  under
Section 29(e) shall limit the right of any party:  (A) to bring a forcible entry
and detainer,  unlawful detainer,  or eviction or constructive  eviction action;
(B) to exercise  self-help remedies provided for in this Lease or by law; or (C)
to request and obtain from a court having jurisdiction  before,  during or after
the pendency of any  arbitration,  provisional or ancillary  remedies and relief
including, but not limited to, injunctive or mandatory relief or the appointment
of a  receiver.  The  institution  and  maintenance  of an  action  or  judicial
proceeding for, or pursuit of,  provisional or ancillary remedies or exercise of
self-help  remedies  shall  not  constitute  a waiver  of the right of any party
hereto,  even  if  such  party  is the  plaintiff,  to  submit  the  dispute  to
arbitration if such party would otherwise have such right.

                  (iii) At any such arbitration proceeding, the arbitrator shall
not have the power or authority to award punitive damages to any party. Judgment
upon the award rendered may be entered in any court having jurisdiction.

                  (iv)     Each  of  the parties shall,  subject to the award of
the arbitrators, pay an equal share of the arbitrators' fees.

         (f) Landlord represents and warrants to Tenant as follows:

                  (i)  Neither  Landlord  nor  any  of  its  agents,   officers,
employees  or  consultants  has any  knowledge  of any (a)  hazardous  or  toxic
materials,  wastes or substances ("Hazardous Materials") which are located in or
which have been treated,  stored, generated or disposed of upon the Premises; or
(b) violation of any state,
<PAGE>

federal or local law enacted for the protection of the environment or the safety
of workers at the Premises.

                  (ii) Tenant shall not have any  responsibility  or  obligation
for  clean-up,  remediation,  defense  or  indemnification  with  respect to any
environmental  pollution,  environmental  impairment or Hazardous  Materials not
caused by Tenant, its suppliers, agents, contractors, employees, invitees, or as
a result of Tenant's operations at the Premises.

         Section 30.  COMMENCEMENT OF THE TERM

         Subject to Section 10 above,  the Term of this Lease shall  commence on
whichever of the following dates shall first occur:

         (a) The date on or after  December  15, 1999 on which the  Premises are
"Substantially  Complete"  (which  shall  mean  that  (i)  Landlord  shall  have
substantially  completed  the work in the  Premises  required to be completed by
Landlord as specified in Exhibit B (including the Building,  the Parking Lot and
all necessary access and egress thereto),  exclusive of minor "punch list" items
of mechanical and cosmetic  adjustment  that do not prevent Tenant from using or
enjoying  the  Premises  for the  use  intended  hereunder,  (ii)  Landlord  has
furnished  to Tenant a final  unconditional  certificate  of  occupancy  for the
Premises, and (iii) Landlord has delivered to Tenant an Environmental Assessment
for the  Premises  (as  defined in  Section  29  herein)  in form and  substance
satisfactory to Tenant; provided that, in the event Landlord shall be delayed in
completing Landlord's Work by any interference with or hindrance of such work by
Tenant, Tenant's contractor or any of their employees,  servants or agents or by
any  changes  in such  work  requested  by  Tenant  and  agreed  to by  Landlord
("Tenant-Caused   Delays"),   the   Premises   shall  be  deemed  to  have  been
Substantially  Complete on the date on which Landlord  would have  Substantially
Completed Landlord's Work had such Tenant-Caused Delay not occurred); or

         (b) The date on which  Tenant  shall  take  possession  and  occupy the
Premises.

Landlord and Tenant shall execute and record an agreement  specifying  the date,
determined  in the  manner  specified  above,  on which  the term of this  Lease
commenced, which date shall be the Commencement Date for all purposes under this
Lease.

         Section 31.  TENANT'S DEFAULT
<PAGE>

         The following shall constitute defaults of Tenant hereunder:

         (a) Tenant shall fail to pay when due any  installment  of Base Rent or
any other sum payable by Tenant under terms of this Lease, and Tenant shall fail
to remedy  such  failure  within ten (10) days after  Landlord  shall have given
Tenant written notice specifying such failure;

         (b) Tenant  shall  neglect  or fail to  perform  or observe  any of the
covenants  herein  contained  on Tenant's  part to be  performed or observed and
Tenant shall fail to remedy such default  within thirty (30) days after Landlord
shall have given to Tenant written notice specifying such neglect or failure (or
within such period,  if any, as may be reasonably  required to cure such default
if it is of such nature that it cannot be cured  within such  thirty-day  period
and Tenant proceeds with reasonable diligence thereafter to cure such default);

         (c) This Lease or the Premises or any part thereof  shall be taken upon
execution or by other process of law directed against Tenant,  or shall be taken
upon or subject to any attachment at the instance of any creditor of or claimant
against  Tenant,  and such,  attachment  shall not be  discharged or disposed of
within ninety (90) days after the levy thereof;

         (d) Tenant shall lock the  Premises so as to prevent the entry  therein
of Landlord or  Landlord's  representatives  as  permitted  by the terms of this
Lease and the same is not corrected  within three (3) days of written  notice by
Landlord to Tenant;

         (e)      Tenant shall:

                  (i)      Make  an  assignment  of all or a substantial part of
Tenant's property for the benefit of creditors;

                  (ii) Apply for or consent to or acquiesce  in the  appointment
of a receiver,  trustee or liquidator of Tenant or of all or a substantial  part
of Tenant's  property or of the Premises or of Tenant's  interest in this Lease;
or

                  (iii) File a voluntary petition in bankruptcy or a petition or
an answer  seeking  reorganization  under any bankruptcy or insolvency law or an
arrangement  with creditors,  or take advantage of any insolvency law or file an
answer admitting the material  allegations of a petition filed against Tenant in
any bankruptcy, reorganization or insolvency proceedings; or
<PAGE>

         (f)  The  entry  of a court  order,  judgment  or  decree  without  the
application,  approval  or  consent  of Tenant,  approving  a  petition  seeking
reorganization  of Tenant under any bankruptcy or insolvency law or appointing a
receiver,  trustee or liquidator  of Tenant or of all or a  substantial  part of
Tenant's  property or of the Premises or of Tenant's  interest in this Lease, or
adjudicating Tenant as bankrupt or insolvent, and such order, judgment or decree
shall not be vacated,  set aside or stayed within ninety (90) days from the date
of entry.

         Section 32.  REMEDIES

         If Tenant  shall  default  under this Lease as set forth in Section 31,
Landlord  shall have the following  rights and remedies in addition to all other
remedies at law or equity,  and none of the following,  whether or not exercised
by Landlord,  shall  preclude the exercise of any other right or remedy  whether
herein set forth or existing at law or equity:

         (a)  Landlord  shall have the right to  terminate  this Lease by giving
Tenant notice in writing, and upon the giving of such notice, this Lease and the
Term hereof as well as the right,  title and interest of Tenant under this Lease
shall  wholly  cease and  expire in the same  manner and with the same force and
effect (except as to Tenant's  liability on the date specified in such notice as
if such date were the  expiration  date of the Term of this  Lease)  without the
necessity of re-entry or any other act on Landlord's  part. Upon any termination
of this Lease,  Tenant shall quit and  surrender to Landlord the Premises as set
forth in Section 23. If this Lease is terminated,  Tenant shall remain liable to
Landlord  for all Base Rent  accrued and unpaid and other sums due  hereunder to
the date of  termination  of this  Lease.  Landlord  shall also be  entitled  to
recover from Tenant the worth at the time of such termination of the excess,  if
any,  of the amount of Base Rent  reserved  in this Lease for the balance of the
Term of this Lease (which shall be calculated  using a reasonable  discount rate
determined at that time) over the then  reasonable  rental value of the Premises
for the same period.

         (b) To the extent permitted in accordance with applicable law, Landlord
may without  demand or notice,  re-enter and take  possession of the Premises or
any part thereof,  and  repossess  the same as of  Landlord's  former estate and
expel Tenant and those claiming through or under Tenant,  and remove the effects
of any and all such persons (forcibly, if necessary) without being deemed guilty
of any manner of trespass  and without  prejudice to any remedies for arrears of
rent or preceding  breach of  covenants.  Should  landlord  elect to re-enter as
provided in this Section 32(b), or should  Landlord take possession  pursuant to
legal  proceedings or pursuant to any notice provided for by law,  Landlord may,
from time to time,  without  terminating  this Lease,  relet the Premises or any
part thereof for such term or terms
<PAGE>

and at such rental or rentals,  and upon such other  conditions  as Landlord may
deem advisable,  with the right to make alterations and repairs to the Premises.
No such re-entry or  repossession of the Premises by Landlord shall be construed
as an election  on  Landlord's  part to  terminate  this Lease  unless a written
notice of  termination  is given to  Tenant by  Landlord.  No such  re-entry  or
repossession  of  the  Premises  shall  relieve  Tenant  of  its  liability  and
obligation  under this  Lease,  all of which  shall  survive  such  re-entry  or
repossession.  Upon the  occurrence of such re-entry or  repossession,  Landlord
shall be entitled to the amount of the  monthly  Base Rent,  and any other sums,
which  would be payable  hereunder  if such  re-entry  or  repossession  had not
occurred,  less the net proceeds, if any, of any reletting of the Premises after
deducting  all  of  Landlord's  expenses  in  connection  with  such  reletting,
including but without limitation, all repossession costs, brokerage commissions,
legal expenses,  reasonable  attorney's fees, expenses of employees,  alteration
costs and  expenses of  preparation  for such  reletting.  Tenant shall pay such
amount to  Landlord  on the days on which  the Base  Rent or any other  sums due
hereunder would have been payable  hereunder if possession had not been retaken.
In no event shall Tenant be entitled to receive the excess,  if any, of net rent
collected  by Landlord as a result of such  reletting  over the sums  payable by
Tenant to Landlord hereunder.  Notwithstanding the provisions of this Section 32
or any other  provision of this Lease to the  contrary,  (a) Landlord  shall not
have the right to accelerate the rent and other charges due hereunder so long as
Tenant is not in  default in the  payment of any rent or charges  due under this
Lease for a period of more than  thirty  (30) days;  (b) any costs and  expenses
incurred by Landlord in attempting to relet the Premises  (including  renovation
expenses,  reasonable  attorney  fees and any free rent granted to a new tenant)
shall  be  spread  over the  entire  term of the new  lease,  and the rent to be
received by Landlord shall be likewise determined at an average annual rate over
the entire  term of such  lease,  and  Tenant  shall be  obligated  only for the
expenses attributable to the balance of the Term and Tenant shall receive credit
for such rent  attributable  to the Term;  and (c) in  exercising  its  remedies
pursuant to this Lease,  Landlord shall use commercially  reasonable  efforts to
mitigate its damages.

         (c) If Tenant shall  default in making any payment  required to be made
by Tenant (other than payments of Base Rent) or shall default in performing  any
other  obligations of Tenant under this Lease (after  applicable  grace and cure
periods),  Landlord  may, but shall not be obligated to, make such payment or on
behalf  of  Tenant,  expend  such  sum as  may  be  necessary  to  perform  such
obligation.  All sums so  expended  by  Landlord  with  interest  thereon at the
Default Rate shall be repaid by Tenant to Landlord as  additional  rent. No such
payment or expenditure by Landlord shall be deemed a waiver of Tenant's  default
nor shall it affect any other remedy of Landlord by reason of such default.
<PAGE>

         If  Tenant  shall  fail  to pay  by the  fifth  day  of the  month  any
installment  of Base Rent due on the first of the month (even if such failure is
timely  cured),  Landlord may charge and Tenant  shall pay upon demand  interest
thereon  at the  Default  Rate from the first day of the month and a  collection
charge (in addition to any reasonable  attorney's  fees incurred)  equal to five
percent (5%) of the amount of said late  payment.  If either party shall fail to
pay when due any sum other  than Base Rent due under  this  Lease  (even if such
failure is timely  cured),  the receiving  party may charge and the paying party
shall pay upon  demand  interest  thereon at the Default  Rate,  and if any such
amount is not paid within ten (10) days after written notice of  delinquency,  a
collection charge (in addition to any reasonable attorney's fees incurred) equal
to five percent (5%) of the amount of said late payment.


         Section 33.  LANDLORD'S DEFAULT

         If Landlord  defaults  in the  performance  of any of its  obligations,
covenants and  warranties  hereunder and such default  continues for a period of
thirty (30) days after written notice thereof to Landlord from Tenant specifying
the nature of such default, or such additional period as Landlord may reasonably
require to cure the same (except in an  emergency  that  Landlord  shall fail to
cure  immediately),  in addition to all other rights and  remedies  available to
Tenant,  Tenant  may,  at its  option,  cure the  same on  behalf  of  Landlord,
whereupon  the cost of such curing  plus  interest  thereon at the Default  Rate
shall be immediately due and payable to Tenant from Landlord upon written demand
therefor by Tenant. Failure of Landlord to reimburse Tenant shall entitle Tenant
to deduct the costs thereof from the next subsequent rents due hereunder. Tenant
shall not have the remedy of termination of this Lease unless Landlord's default
is so  substantial  as  to  make  the  Premises  untenantable,  or  Landlord  is
repeatedly  in default  in a  persistent  manner on a subject  of a  substantial
nature;  provided,  however;  any Tenant right of  termination in such instances
shall still be subject to Landlord's right to cure.




         Section 34.  LANDLORD'S WARRANTIES

         Landlord  represents,  covenants  and  warrants  (i) that it has lawful
title to the Premises and has full right, power and authority to enter into this
Lease;  (ii) that in the  construction of the Building,  the Parking Lot and all
other  improvements on the Premises,  it shall comply with all applicable  laws,
ordinances,  regulations and  requirements of  governmental  authorities  having
jurisdiction  thereof;  and (iii) the Premises  will be  developed,  managed and
maintained in a neat, attractive and reputable manner.
<PAGE>

         Section 35.  NO IMPLIED SURRENDER OR WAIVER

         The failure of either  party to seek  redress for  violation  of, or to
insist upon the strict  performance  of, any covenant or condition of this Lease
or any of the rules and  regulations  set  forth in  Exhibit C to this  Lease or
hereafter  adopted by Landlord  shall not prevent a subsequent  act, which would
have originally constituted a violation, from having all the force and effect of
an original  violation.  The receipt by either  party of any sums due  hereunder
with knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such  breach.  The failure of Landlord to enforce any of the rules and
regulations set forth in Exhibit C, or hereafter  adopted,  against Tenant shall
not be deemed a waiver of such rules and regulations or any part thereof. Except
as set forth in this Lease,  no provisions of this Lease shall be deemed to have
been waived by either  party hereto  unless such waiver is in writing  signed by
such party.  No act or thing done by Landlord or  Landlord's  agents  during the
Term of this Lease shall be deemed an acceptance of a surrender of the Premises,
and no  agreement  to accept  such  surrender  shall be valid  unless in writing
signed by Landlord.  No employees of Landlord or of Landlord's agents shall have
any power to accept the keys of the Premises  prior to the  termination  of this
Lease.  The  delivery of keys to any  employee  of  Landlord,  or of  Landlord's
agents,  shall not operate as a termination  of this Lease or a surrender of the
Premises.  No payment by one party,  or receipt by the other party,  of a lesser
amount than any sums due hereunder,  shall be deemed to be other than on account
of the earliest stipulated amount, 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 the  receiving  party may  accept  such check or
payment  without  prejudice to such party's right to recover the balance of such
amount or pursue any other remedy available to such party.  Whenever the consent
or approval of a party is required  under this Lease,  such  consent or approval
shall not be  unreasonably  withheld,  delayed or conditioned  unless  expressly
provided herein to the contrary, and shall be deemed given if such party has not
responded within ten (10) days of the other party's request for the same if such
request  reminds the  recipient  that the request is deemed given if there is no
response  within  ten (10)  days.  Further,  in the event any costs or  expenses
(including  attorney fees) are to be reimbursed by one party to the other,  such
expenses  shall be reasonable in amount and the incurring of such expenses shall
be reasonable.  In the event either party commences arbitration or litigation in
order to enforce its rights  under this Lease or as a result of a default by the
other  party,  the  losing  party  shall pay the  reasonable  attorney  fees and
expenses incurred by the prevailing party.

         Section 36.  TIME IS OF THE ESSENCE

         Time is of the essence hereof.
<PAGE>

         Section 37.  PAYMENTS AFTER TERMINATION

         No payment of money by Tenant to Landlord after the termination of this
Lease, in any manner, 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 of this Lease 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 due hereunder, and the payment of such
sums shall not make ineffective any notice,  or in any manner affect any pending
suit or any judgment theretofore obtained.

         Section 38.  NO REPRESENTATIONS; ENTIRE AGREEMENT

         Landlord,   Tenant   and   their   respective   agents   have  made  no
representations, warranties, agreements or promises with respect to the Premises
except  such as are  expressed  herein.  The entire  contract  of the parties is
contained  herein,  and  there  are no  promises,  agreements,  representations,
warranties, conditions or understandings,  either oral or written, between them,
other than as are herein set forth.

         Section 39.  BROKERAGE

         Except that  Landlord  has dealt with Callan and Company and has agreed
to pay its brokerage fee in connection  with this Lease,  each party  represents
and warrants  that it has dealt only with Landlord or Tenant,  respectively,  in
connection  with  this  Lease  and that no broker  negotiated  this  Lease or is
entitled to any commission in connection herewith.  Each party further agrees to
indemnify  and hold  harmless  the other  party  with  respect  to any claim for
broker's commission or similar  compensation  brought by any person by reason of
the indemnifying party's acts.

         Section 40.  NOTICE

         Any notice,  demand or communications  concerning the Lease by Landlord
to Tenant shall be in writing and shall be deemed sufficiently given or rendered
if delivered  personally to Tenant or any of its  officers,  or three days after
having been sent by United States certified or registered  mail,  return receipt
requested,  postage prepaid, or one (1) business day after having been sent by a
nationally  recognized  overnight  delivery service,  addressed to Tenant at the
most current address of Tenant known by Landlord,  or, after commencement of the
Term of this  Lease,  at the  Premises.  Any  notice,  demand  or  communication
concerning  this Lease by Tenant to  Landlord  shall be in  writing  and must be
served by certified or registered United States mail,  postage prepaid,  or sent
by a nationally recognized overnight delivery
<PAGE>

service, addressed to Landlord at 6676 Gunpark Drive, Suite D, Boulder, Colorado
80301.  Either  party shall have the right to  designate  in writing,  served as
above, a different address to which any notice, demand or communication is to be
mailed.

         Section 41.  AMENDMENT OR MODIFICATION

         Except  as  herein  otherwise  provided,   no  amendment,   alteration,
modification  of or  addition  to this Lease  shall be valid or  binding  unless
expressed in writing and signed by the party or parties to be bound thereby.

         Section 42.  DEFINITION OF LANDLORD

         The term  "Landlord"  as used in this  Lease,  so far as  covenants  or
obligations on the part of Landlord are concerned,  shall be limited to mean and
include only the owner or owners at the time in question of the Premises. In the
event  that  the  interest  of the  Landlord  herein  named in the  Premises  is
transferred,  whether by sale, lease or sublease, foreclosure, or otherwise, the
named  Landlord  shall be and  hereby  is  entirely  freed and  relieved  of all
covenants  and  obligations  of Landlord  hereunder,  and it shall be deemed and
construed  without further  agreement between the parties or their successors in
interest,  or between the parties and any such  transferee  that such transferee
has assumed and agreed to carry out any and all covenants and obligations of the
named  Landlord,  whether  accruing  before  or after the  transfer,  and is the
Landlord hereunder.

         Section 43.  SEVERABILITY

         If any  clause  or  provision  of this  Lease is  illegal,  invalid  or
unenforceable  under  present or future laws  effective  during the Term of this
Lease,  then and in that event,  it is the intention of the parties  hereto that
the  remainder  of this  Lease  shall not be  affected  thereby.  It is also the
intention  of the parties to this Lease that in lieu of each clause or provision
of this Lease that is  illegal,  invalid or  unenforceable,  there be added as a
part of this Lease a clause or  provision  as similar in terms to such  illegal,
invalid or  unenforceable  clause or  provision as may be possible and be legal,
valid and enforceable.

         Section 44.  CAPTIONS; GENDER AND NUMBER

         The caption of each  Section is added as a matter of  convenience  only
and shall be  considered  of no effect in the  construction  of any provision or
provisions of this Lease. The term "Tenant" herein, or any pronoun used in place
thereof, shall include the masculine,  feminine,  singular, plural, individuals,
partnerships or corporations where applicable.

         Section 45.  SUCCESSORS, ASSIGNS; JOINT AND SEVERAL LIABILITY
<PAGE>

         The covenants,  conditions and agreements contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, and successors.

         Section 46.  GOVERNING LAW

         This Lease shall be governed by and  interpreted in accordance with the
laws of the State of Colorado.

         Section 47.  MEMORANDUM

         This Lease shall not be recorded, but Landlord and Tenant shall execute
and  record,  at  Tenant's  option  and  expense,  a  memorandum  of this  Lease
(including the right of first refusal) in the office of the Boulder County Clerk
and Recorder.

         Section 48.  OPTIONS TO EXTEND

         (a) Grant of First  Option.  Tenant shall have the option to extend the
Term of this  Lease for an  additional  five (5)  years  (the  "First  Option");
provided  that Tenant is not in default  under this Lease beyond any  applicable
notice and cure periods.

         (b) Exercise of First Option. Tenant may only exercise its First Option
by written  notice to  Landlord  served  upon  Landlord  during the time  period
between  twelve (12) months and six (6) months  prior to the end of the original
Term. Once such notice is served,  the Term of the Lease shall  automatically be
modified  so that the Term of the Lease  shall end at 11:59 p.m. on the last day
of the calendar  month in which the twentieth  anniversary  of the  Commencement
Date occurs.

         (c) Grant of Second  Option.  Provided  that Tenant has  exercised  its
First Option,  Tenant shall have the option to extend the Term of this Lease for
another five (5) year  additional  period (the "Second  Option");  provided that
Tenant is not in default under this Lease beyond any applicable  notice and cure
periods,  at the time the Second Option is  exercised,  the First Option and the
Second  Option shall also be referred to herein  separately as the "Option Term"
and together as the "Option Terms".

         (d)  Exercise of Second  Option.  Tenant may only  exercise  its Second
Option by written notice to Landlord served upon Landlord during the time period
between  twelve (12)  months and six (6) months  prior to the end of the Term as
modified by the exercise of the First  Option.  Once such notice is served,  the
Term of the Lease shall be automatically  modified so that the Lease will end at
11:59  p.m.  on the last day of the  calendar  month in which  the  twenty-fifth
anniversary of the Commencement Date occurs.
<PAGE>

         (e) Option Rent. If Tenant exercises its option to extend in accordance
with the  provisions  of this  Section 48, this Lease shall be extended  for the
applicable  Option  Term at an annual  Base Rent,  as  determined  by  agreement
between Landlord and Tenant or, if no agreement is reached,  equal to the market
rental  value  of  the  Premises  for  the  five-year  Option  Term  as  of  the
commencement  date of the  applicable  Option Term as determined by appraisal in
accordance with the provisions of this Section 48, provided,  however, that such
annual  Base Rent for the  Option  Term  shall not in any event be less than the
annual Base Rent in effect as of the last day of the immediately  preceding Term
or Option Term.

         After  receipt of notice of Tenant's  exercise of its option to extend,
and after  verbal  discussion  with  Tenant  as to the  appropriate  Base  Rent,
Landlord shall deliver to Tenant  Landlord's  proposed  annual Base Rent for the
applicable Option Term. If Tenant disagrees with Landlord's proposed annual Base
Rent for the Option  Term,  and if the parties  cannot agree upon an annual Base
Rent by the date that is five (5) months prior to the expiration of then current
Term or Option  Term,  then the annual  Base Rent for the  Option  Term shall be
determined as follows:

         Landlord  and  Tenant  will  each  promptly  choose  one  disinterested
commercial real estate appraisal firm of recognized competence and experience in
the Boulder market and each firm shall designate an appraiser,  who must have at
least ten years of commercial  appraising experience in eastern Colorado and who
must be either a Senior Real  Property  Appraiser  of the Society of Real Estate
Appraisers or a member of the American Institute of Real Estate  Appraisers,  to
perform an  appraisal  of the fair market  rental  value of the Premises for the
applicable  Option  Term.  By that date  which is four (4)  months  prior to the
expiration of the initial Term or Option Term, as the case may be, at a mutually
agreeable time and place,  Landlord and Tenant shall simultaneously  exchange in
writing the two fair market rental value appraisals of the Premises.  If the two
fair market  rental values of the  Premises,  as  determined  by such  appraisal
firms, are within ten percent (10%) of each other (i.e., if the lower of the two
appraised values, on a present value basis, is at least 90% of the higher of the
two appraised  values,  on a present value basis),  the fair market value of the
Premises for the Option Term shall be deemed to be the average of such appraised
rent  values.   Such  average   appraised  rental  values  shall  be  final  and
conclusively  binding on the two parties.  Prior to submitting their appraisals,
the two  appraisal  firms shall select  (subject to the approval of Landlord and
Tenant)  a  third  disinterested   commercial  real  estate  appraisal  firm  of
comparable  qualifications to perform the same appraisal,  if necessary.  If the
two fair market rental  values shown by the two  appraisal  firms are not within
10% of each other, then the third appraisal firm shall,  within thirty (30) days
after the  exchange of the two fair market  rental value  appraisals,  determine
which of the two  appraisals  is  closest to its  opinion as to the fair  market
rental value of the Premises for the applicable  Option Term in
<PAGE>

accordance with the foregoing  instructions  and such third appraisal firm shall
notify Landlord and Tenant of its determination.  The appraisal so chosen by the
third appraisal firm shall be final and  conclusively  binding on the parties as
to the fair market rental value of the Premises for the applicable  Option Term.
Landlord and Tenant will be  responsible  for  compensating  the appraisal  firm
selected by each,  and the third  appraisal  firm, if any,  shall be compensated
equally by the parties.

         In the event the annual Base Rent for the Option Term is not determined
until after the commencement  date of the applicable  Option Term,  Tenant shall
continue  paying the annual Base Rent payable  under the Lease for the preceding
Lease  Year  and,  at such  time as any  increase  in the  annual  Base  Rent is
determined,  (i) the annual  Base Rent shall be  retroactively  adjusted  to the
commencement  date of the  applicable  Option Term,  (ii) Tenant  shall  (within
thirty (30) days of  Landlord's  written  demand) pay to Landlord the  increased
annual Base Rent for the period between the commencement  date of the applicable
Option  Term and the last day of the month in which  Landlord's  demand for such
payment is made,  and (iii)  commencing on the first day of the month  following
the month in which  such  demand for the lump sum  payment is made by  Landlord,
Tenant shall start making  payments of monthly  installments of annual Base Rent
in the  recomputed  amount.  Once  annual Base Rent for the Option Term has been
established,  each of the parties agree,  on the demand of the other, to execute
an  appropriate  amendment  to the Lease to  incorporate  the  annual  Base Rent
established.

         (f) All Other  Provisions of the Lease to Remain the Same During Option
Periods.  All the  provisions  of the Lease  shall  remain  the same  during the
extended Terms in the event either or both of the options granted  hereunder are
exercised (including the payment of Operating Costs), except for Option Rent, as
provided in Section 48(d) above.  If the Term of the Lease is extended as herein
provided,  the term  "Term" as used  herein  shall  include  such Option Term or
Terms.

         Section 49.  RIGHT OF FIRST REFUSAL

         (a) Right of First  Refusal.  If at any time  during the Term  Landlord
proposes  to  sell  the  Premises  (for  example,  where  Landlord  receives  an
unsolicited  offer it proposes to accept) or list them for sale,  Landlord shall
first make a written  offer to sell the Premises to Tenant on the same terms and
conditions on which the Landlord proposes to transfer or list the Premises.

         (b)  Acceptance of Offer.  The Tenant shall have the right for a period
of thirty  (30) days after  receipt of the offer from the  Landlord  to elect to
purchase  the  Premises,  during  which  time  Tenant  may  conduct  any and all
inspections of the Premises. The making of a counteroffer by Tenant shall not be
deemed a rejection of Landlord's offer or otherwise shorten Tenant's thirty (30)
day period to accept
<PAGE>

Landlord's offer. To exercise this right of first refusal, the Tenant shall give
written notice to the Landlord within said thirty-day  period.  Upon exercise of
the right of first  refusal,  the sale shall be closed and  payment  made on the
terms set forth in the offer made to Tenant  pursuant to Section  49(a),  except
that  Tenant  shall be entitled to a credit  against the  purchase  price in the
amount of one-half of the amount of the brokerage commission Landlord would have
paid but avoided by selling to Tenant, and except for the time for closing which
shall be conducted  at a time and place  acceptable  to the  parties,  but in no
event  later than one  hundred  twenty  (120)  days  after  receipt by Tenant of
Landlord's offer.

         (c) Failure to Accept  Offer.  If Tenant does not elect to purchase the
Premises in  accordance  with  Section  49(b)  above,  or if the purchase is not
closed,  then  Landlord may  transfer  the Premises  within six (6) months after
making the offer to Tenant to an  unaffiliated  third  party  pursuant to a bona
fide arm's length agreement at a price not less than ninety percent (90%) of the
price  offered  to  Tenant  or at a  price  not  less  than  the  Tenant's  last
counter-offer  to Landlord,  whichever is greater,  and Tenant's  first right of
refusal shall  thereupon  terminate.  In the event Landlord does not so transfer
the Premises  within such six (6) month  period,  then  Tenant's  first right of
refusal  shall  continue.  In any event,  Tenant's  first right of refusal shall
terminate at the end of the Term or earlier termination of this Lease.

         (d) Trade.  The sale that Landlord may make after Tenant does not elect
to purchase the Premises under Section  49(c),  or such a purchase is not closed
may be pursuant to a trade for other property so long as such other property has
a fair market value of at least  ninety  percent  (90%) of the price  offered to
Tenant  pursuant to Section  49(a)  above,  or not less than the  Tenant's  last
counter-offer to Landlord, whichever is greater.

         (e) Transfer to Related  Entity.  The Tenant's  right of first  refusal
granted  under  this  Section  49 shall  not  apply to any  transaction  whereby
Landlord  transfers  the  Premises to  Landlord's  Members or  relatives  of the
Members  of  Landlord  or to an  entity  in  which  any of them  own  beneficial
interests;  provided,  however,  that in such  event the first  right of refusal
shall  continue  and the  interest  of the  transferee  partnership  or  limited
liability company shall be subject to this first right of refusal.

         (f) Tenant's  Rights.  Landlord  hereby  agrees not to grant  purchase,
option or first  refusal  rights of any kind with respect to the Premises or any
part thereof or any interest therein,  to any person or party other than Tenant,
unless the same are expressly made subject to the rights of Tenant hereunder.

         (g) Sale of Property to a Third Party. If Tenant elects not to exercise
its right of first refusal and the Premises are sold to a third-party,  the sale
shall be subject to this Lease  except  that this first  right of refusal  shall
have terminated.
<PAGE>

         (h) Part of Premises.  Tenant's first right of refusal shall also apply
when Landlord  proposes to sell or list a part of the  Premises,  in which event
Landlord  shall  offer the part of the  Premises  it proposes to list or sell to
Tenant and the  provisions  of this  Section 49 shall also govern such offer and
first right of refusal.

         Section 50: LENDERS PROTECTION CLAUSE

         Tenant agrees to give each holder of a mortgage, deed of trust or other
encumbrance  secured by the  Premises,  by  certified  or  registered  mail,  or
nationally  recognized  overnight  delivery  service,  a copy of any  notice  of
default served upon the Landlord,  provided that prior to such notice Tenant has
been notified in writing of the address of such holder.  Tenant  further  agrees
that all of such  holders  shall  have  thirty  (30)  days from the date of such
notice  within  which to cure such  default or if such  default  cannot be cured
within that time,  then in such  additional  time as may be  necessary if within
such thirty (30) days, such holder has commenced and is diligently pursuing, the
remedies  necessary  to  cure  such  default  (including,  but not  limited  to,
commencement of foreclosure  proceedings,  if necessary, to effect such cure) in
which event this Lease shall not be terminated  while such remedies are being so
diligently pursued. The preceding sentence is not intended to alter or delay any
rights the Tenant may have  hereunder  or by law,  except to prohibit any Tenant
right to terminate this Lease until the notice and cure opportunity set forth in
the preceding sentence have been given.

         EXECUTED as of the date first set forth above.



LANDLORD:                                            TENANT:

MUM IV, LLC                                 HELIX TECHNOLOGY CORPORATION


By       /s/Donald W. Unkefer               By       /s/Michael El-Hillow
         ----------------------------                ---------------------------
         Donald W. Unkefer                           Michael El-Hillow
         General Manager                             Senior Vice President and
                                                     Chief Financial Officer




<PAGE>


                                    EXHIBIT A

                          Recorded Plan of the Premises





<PAGE>


                                    EXHIBIT B

                        Building Plans and Specifications



<PAGE>


                                    EXHIBIT C

                              Rules and Regulations

         The Rules and Regulations set forth in this Exhibit shall be and hereby
are made a part of the  Lease to which  they  are  attached.  Whenever  the term
"Tenant" is used in these rules and  regulations,  it shall be deemed to include
Tenant, its employees,  agents, or invitees. The following rules and regulations
may from time to time be modified by Landlord in the manner set forth in Section
27 of the Lease.

         1. Use of the Water  Fixtures.  Water closets and other water  fixtures
shall not be used for any purpose  other than that for which they are  intended,
and any damage  resulting to such fixtures from misuse on the part of the Tenant
shall be paid for by  Tenant,  except to the  extent  such  payment is made from
proceeds of insurance to Landlord.

         2. Trash.  All trash shall be placed in receptacles  provided by Tenant
on the Premises.

         3. Hazardous  Operations and Items. Tenant shall not bring or permit to
be brought or kept in or on the Premises by hazardous, flammable, combustible or
explosive  fluid,  material,  chemical or  substance  except those that shall be
handled in a safe manner according to OSHA standards and the environmental  laws
set forth in Section 29.

         4. Outside  Storage.  There shall be no outside storage of any articles
of any  nature  unless  it is  screened  from  adjacent  rights  of way or other
building sites in the subdivision in a manner approved by Landlord.

         5.  Captions.  The caption for each of these rules and  regulations  is
added as a matter of  convenience  only and shall be  considered of no effect in
the construction of any provision or provisions of these rules.



<PAGE>


                                    EXHIBIT D

                           Covenants and Restrictions