<PAGE>


================================================================================












                        --------------------------------



                                      LEASE



                        --------------------------------




                                     Between

                        Flatiron Industrial Park Company

                                       and

                             SpectraLink Corporation










================================================================================

Copyright 1999-2003 Flatiron Park Company
<PAGE>


                          SUMMARY OF BASIC LEASE TERMS


1.       Tenant: SpectraLink Corporation

         (a)    Tenant's entity and jurisdiction: A Delaware Corporation

         (b)    Tenant's federal taxpayer identification number: 84-1141188

2.       Building Address:  5755 Central Avenue
                            Boulder, CO  80301

         Type:  Single User

3.       Demised Premises:

         (a)    Approx. Total Rentable Square Footage:  37,050

         (b)    Suite Number: Suite 100

4.       Initial Lease Term:

         (a)    Period: 4 years

         (b)    Commencement Date: May 1, 2003

         (c)    Expiration Date: April, 30, 2007

5.       Basic Rent:

         Rent Schedule:

                  May 1, 2003     to     April 30, 2004     $35,506.00 per month
                  May 1, 2004     to     April 30, 2005     $36,216.00 per month
                  May 1, 2005     to     April 30, 2006     $36,941.00 per month
                  May 1, 2006     to     April 30, 2007     $37,680.00 per month

6.       Additional Rent

         Tenant's Pro Rata Share (for Additional Rent): 100%

7.       Security Deposit Amount:  $43,225.00 already held by landlord

8.       Place for Payments:

           Flatiron Industrial Park Company
           5540 Central Avenue
           Boulder, CO  80301



Copyright 1999-2003 Flatiron Park Company


                                                         Landlord Initials _____
                                                           Tenant Initials _____
<PAGE>


9.       Place for Notices:

<TABLE>
         <S>                                <C>               <C>
                                            with a copy to:   Hutchinson Black and Cook, LLC
         Flatiron Industrial Park Company                       921 Walnut Street
         5540 Central Avenue                                  P.O. Box 1170
         Boulder, CO  80301                                   Boulder, CO  80306
                                                              Attn: David M. Packard and Brigette M. Paige
</TABLE>


         SpectraLink Corporation
         5755 Central Avenue
         Boulder, CO  80301

10.      Permitted Use(s) by Tenant: Electronic research and development and
         manufacturing business.

11.      Broker(s): None

12.      Utilities: Direct


13.      Confidential Summary of Basic Lease Terms: The Tenant hereby
         acknowledges that the terms of this Lease include numerous unusual
         concessions made by Landlord in connection with the Lease of the
         Demised Premises, including without limitation, the Rent to be paid
         thereunder. Tenant, its officers and its board members agree to
         maintain all terms of the Lease in the strictest of confidence and
         agree not to disseminate or disclose any such information to any
         persons not employed by the Tenant or to other employees of the Tenant
         who do not have a valid business reason for having such information,
         unless Tenant has obtained the prior written consent of the Landlord.
         Without in any way limiting the foregoing obligation Tenant agrees not
         to disseminate or disclose any information regarding the terms of the
         Lease to any real estate salesperson or broker, W. S. Rabb, or W. W.
         Reynolds Company. The terms of this paragraph will not preclude
         disclosure by Tenant of the terms of this Lease in the event of a court
         order requiring disclosure or litigation between Landlord and Tenant.


14.      Contemporaneous with the commencement of this Lease, the terms of the
         leases between Landlord and Tenant dated October 17, 1996 will be
         deemed to have expired.



Copyright 1999-2003 Flatiron Park Company


                                                         Landlord Initials _____
                                                           Tenant Initials _____
<PAGE>


                                TABLE OF CONTENTS

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ARTICLE 1         GENERAL.........................................................................................1
         1.1      Consideration...................................................................................1
         1.2      Exhibits and Addenda to Lease...................................................................1


ARTICLE 2         DEFINITIONS; DEMISE OF PREMISES.................................................................1
         2.1      Demise..........................................................................................1
         2.2      Demised Premises................................................................................1
         2.3      Square Footage and Address......................................................................1
         2.4      Land............................................................................................2
         2.5      Building........................................................................................2
         2.6      Improvements....................................................................................2
         2.7      Property........................................................................................2
         2.8      Common Facilities...............................................................................2
         2.9      Parking Area....................................................................................2
         2.10     Use of Common Facilities and Parking Area.......................................................2
         2.11     Covenant of Quiet Enjoyment.....................................................................2
         2.12     Condition of Demised Premises...................................................................2


ARTICLE 3         TERM OF LEASE...................................................................................3
         3.1      Lease Term......................................................................................3
         3.2      Commencement Date...............................................................................3
         3.3      Early Occupancy or Entry........................................................................3


ARTICLE 4         RENT AND OTHER AMOUNTS PAYABLE..................................................................3
         4.1      Basic Rent......................................................................................3
         4.2      Monthly Rental..................................................................................3
         4.3      Place of Payments...............................................................................3
         4.4      Lease a Net Lease and Rent Absolute.............................................................3
         4.5      Additional Rent.................................................................................4
         4.6      Tenant's Pro Rata Share.........................................................................4
         4.7      Monthly Deposits for Taxes, Insurance, and Common Facilities Charges............................4
                                      -
         4.8      Security Deposit................................................................................4
         4.9      General Provisions as to Monthly Deposits and Security Deposit..................................5
         4.10     Rent Regulations................................................................................5


ARTICLE 5         TAXES AND ASSESSMENTS...........................................................................5
         5.1      Covenant to Pay Taxes and Assessments...........................................................5
         5.2      Proration at Commencement and Expiration of Term................................................5
</TABLE>


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<PAGE>


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         5.3      Special Assessments.............................................................................6
         5.4      New or Additional Taxes.........................................................................6
         5.5      Landlord's Sole Right to Contest Taxes..........................................................6


ARTICLE 6         INSURANCE.......................................................................................6
         6.1      Casualty Insurance..............................................................................6
         6.2      Liability Insurance.............................................................................6
         6.3      Other Insurance.................................................................................7
         6.4      General Provisions Respecting Insurance.........................................................7
         6.5      Cooperation in the Event of Loss................................................................7


ARTICLE 7         UTILITY, OPERATING, MAINTENANCE AND REPAIR EXPENSES.............................................7
         7.1      Utility Charges.................................................................................7
         7.2      Common Facilities Charges.......................................................................7
         7.3      Tenant's Maintenance Obligation.................................................................8
         7.4      Landlord's Maintenance Obligation...............................................................8


ARTICLE 8         OTHER COVENANTS OF TENANT.......................................................................8
         8.1      Limitation on Use by Tenant.....................................................................8
         8.2      Compliance with Laws............................................................................8
         8.3      Compliance with Insurance Requirements..........................................................8
         8.4      No Waste or Impairment of Value.................................................................9
         8.5      No Overloading..................................................................................9
         8.6      No Nuisance, Noxious or Offensive Activity......................................................9
         8.7      No Annoying Lights, Sounds or Odors.............................................................9
         8.8      No Unsightliness................................................................................9
         8.9      No Animals......................................................................................9
         8.10     Restriction on Signs and Exterior Lighting......................................................9
         8.11     No Violation of Covenants......................................................................10
         8.12     Restriction on Changes and Alterations.........................................................10
         8.13     No Mechanic's Liens............................................................................10
         8.14     No Other Encumbrances..........................................................................10
         8.15     Subordination to Landlord Mortgages............................................................11
         8.16     Assignment or Subletting.......................................................................11
         8.17     Annual Financial Statements....................................................................12
         8.18     Payment of Income and Other Taxes..............................................................12
         8.19     Estoppel Certificates..........................................................................12
         8.20     Landlord Right to Inspect and Show Premises and to Install "For Sale" Signs....................12
         8.21     Landlord Right to Renovate, Expand or Modify Building..........................................13
         8.22     Landlord Right to Relocate.....................................................................13
         8.23     Landlord Title to Fixtures, Improvements and Equipment.........................................13
         8.24     Removal of Tenant's Equipment..................................................................13
</TABLE>



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<PAGE>


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<CAPTION>
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         8.25     Tenant Indemnification of Landlord.............................................................14
         8.26     Liability of Landlord..........................................................................14
         8.27     Release upon Transfer by Landlord..............................................................14
         8.28     Rules and Regulations..........................................................................14
         8.29     Monitoring Equipment...........................................................................14


ARTICLE 9         ENVIRONMENTAL MATTERS..........................................................................15
         9.1      Definitions....................................................................................15
                  9.1.1    Hazardous Material....................................................................15
                  9.1.2    Environmental Requirements............................................................15
                  9.1.3    Environmental Damages.................................................................15
         9.2      Tenant's Obligation to Indemnify, Defend and Hold Harmless.....................................16
         9.3      Tenant's Obligation to Remediate...............................................................16
         9.4      Notification...................................................................................16
         9.5      Negative Covenants.............................................................................16
                  9.5.1    No Hazardous Material on Demised Premises.............................................17
                  9.5.2    No Violations of Environmental Requirements...........................................17
         9.6      Landlord's Right to Inspect and to Audit Tenant's Records......................................17
         9.7      Landlord's Right to Remediate..................................................................17
         9.8      Survival of Environmental Obligations..........................................................17


ARTICLE 10        DAMAGE OR DESTRUCTION..........................................................................17
         10.1     Damage to Demised Premises.....................................................................17
         10.2     Options to Terminate if Damage to Demised Premises is Substantial..............................17
         10.3     Damage to Building.............................................................................18
         10.4     Obligations to Repair and Restore..............................................................18
         10.5     Application of Insurance Proceeds..............................................................18


ARTICLE 11        CONDEMNATION...................................................................................18
         11.1     Taking -- Substantial Taking -- Insubstantial Taking...........................................18
         11.2     Termination on Substantial Taking..............................................................19
         11.3     Restoration on Insubstantial Taking............................................................19
         11.4     Right to Award.................................................................................19


ARTICLE 12         DEFAULTS BY TENANT............................................................................19
         12.1     Failure to Pay Rent or Other Amounts...........................................................19
         12.2     Nonoccupancy of Demised Premises...............................................................19
         12.3     Transfer of Interest Without Consent...........................................................19
         12.4     Execution and Attachment Against...............................................................19
         12.5     Bankruptcy or Related Proceedings..............................................................20
         12.6     Violation of Lease Terms.......................................................................20
</TABLE>


                                       iii

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<PAGE>



<TABLE>
<CAPTION>
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<S>               <C>                                                                                          <C>
ARTICLE 13        LANDLORD'S REMEDIES............................................................................20
         13.1     Remedies Generally.............................................................................20
                  13.1.1   Cure by Landlord......................................................................20
                  13.1.2   Termination of Lease and Damages......................................................20
                  13.1.3   Repossession and Reletting............................................................21
                  13.1.4   Security Interest.....................................................................21
                  13.1.5   Suits by Landlord.....................................................................21
                  13.1.6   Recovery of Landlord Enforcement Costs................................................22
                  13.1.7   Administrative Late Charge............................................................22
                  13.1.8   Interest on Past-Due Payments and Advances............................................22
                  13.1.9   Landlord's Bankruptcy.................................................................22
         13.2     Remedies Cumulative............................................................................22


ARTICLE 14        SURRENDER AND HOLDING OVER.....................................................................22
         14.1     Surrender upon Lease...........................................................................22
         14.2     Holding Over...................................................................................22


ARTICLE 15        MISCELLANEOUS..................................................................................23
         15.1     No Implied Waiver..............................................................................23
         15.2     Survival of Provisions.........................................................................23
         15.3     Covenants Independent..........................................................................23
         15.4     Covenants as Conditions........................................................................23
         15.5     Tenant's Remedies..............................................................................23
         15.6     Binding Effect.................................................................................23
         15.7     Short Form Lease...............................................................................23
         15.8     Notices and Demands............................................................................23
         15.9     Force Majeure..................................................................................24
         15.10    Time of the Essence............................................................................24
         15.11    Captions for Convenience.......................................................................24
         15.12    Severability...................................................................................24
         15.13    Governing Law and Venue........................................................................24
         15.14    Entire Agreement...............................................................................24
         15.15    No Oral Amendment or Modifications.............................................................24
         15.16    Real Estate Brokers............................................................................24
         15.17    Relationship of Landlord and Tenant............................................................25
         15.18    Authority of Tenant............................................................................25
</TABLE>


                                       iv

Copyright 1999-2003 Flatiron Park Company
<PAGE>


                                      LEASE


         This Lease is made this 15th day of April, 2003, between Flatiron
Industrial Park Company a Colorado Limited Partnership ("Landlord"), whose
address is c/o Flatiron Park Company, 5540 Central Avenue, Boulder, Colorado
80301, and SpectraLink Corporation a Delaware Corporation ("Tenant"), whose
address is 5755 Central Avenue, Boulder, Colorado.

                                   ARTICLE 1
                                    GENERAL

         1.1 Consideration. Landlord enters into this Lease in consideration of
the payment by Tenant of the rents herein reserved and the keeping, observance
and performance by Tenant of the covenants and agreements of Tenant herein
contained.

         1.2 Exhibits and Addenda to Lease. The Exhibits and Addenda listed
below shall be attached to this Lease and be deemed incorporated in this Lease
by this reference. In the event of any inconsistency or conflict between such
Exhibits and Addenda and the terms and provisions of this Lease, the terms and
provisions of the Exhibits and Addenda shall control. The Attachments, Exhibits
and Addenda to this Lease are:

         Summary of Basic Lease Terms
         Exhibit A    Legal Description of Land
         Exhibit B    Location of Demised Premises within Building
         Exhibit C    Notice of Non-Liability for Mechanics' Liens
         Exhibit D    Form of Subordination, Non-Disturbance and Attornment
                      Agreement
         Exhibit E    Form of Sublease, Assumption and Consent Agreement
         Exhibit F    Form of Assignment, Assumption and Consent Agreement
         Exhibit G    Form of Estoppel Certificate
         Exhibit H    Declaration of Protective Covenants


                                   ARTICLE 2
                         DEFINITIONS; DEMISE OF PREMISES


         2.1 Demise. Subject to the provisions, covenants and agreements herein
contained, Landlord hereby leases and demises to Tenant, and Tenant hereby
leases from Landlord, the Demised Premises as hereinafter defined, for the Lease
Term as hereinafter defined, subject to existing covenants, conditions,
restrictions, easements and encumbrances affecting the same.

         2.2 Demised Premises. The "Demised Premises" shall mean the space to be
occupied by Tenant as depicted on Exhibit B attached hereto. The Demised
Premises are within the Building that is located on the Land, as the terms
"Building" and "Land" are hereinafter defined.

         2.3 Square Footage and Address. The Demised Premises contains
approximately the rentable floor area set forth in the Summary of Basic Lease
Terms. The address of the Demised Premises is the address set forth in the
Summary of Basic Lease Terms.


Copyright 1999-2003 Flatiron Park Company
<PAGE>


         2.4 Land. "Land" shall mean the parcel of real property more
particularly described in Exhibit A attached hereto, as the same may be
replatted, resubdivided or adjusted from time to time by Landlord in its sole
discretion.

         2.5 Building. "Building" shall mean the building or buildings
constructed on the Land, as the same may be expanded, remodeled, reconstructed
or otherwise modified from time to time by Landlord in its sole discretion,
currently containing approximately the number of square feet of interior floor
area set forth on the Summary of Basic Lease Terms. If there is more than one
building constructed on the Land, the term "Building" shall mean collectively
all buildings constructed upon the Land.

         2.6 Improvements. "Improvements" shall mean the Building, the Parking
Area as hereinafter defined, and all other fixtures and improvements on the
Land, including landscaping thereon.

         2.7 Property. "Property" shall mean the Land, the Building and the
Improvements and any fixtures and personal property used in operation and
maintenance of the Land, Building and Improvements other than fixtures and
personal property of Tenant and other users of space in the Building.

         2.8 Common Facilities. "Common Facilities" shall mean all of the
Property that is intended to be used in common by Tenant and other tenants
except (a) the Demised Premises and (b) the other premises in the Building
leased or held for lease to other tenants. Common Facilities shall include,
without limitation, the Parking Area and any walks, driveways, and, if
applicable, lobby areas, halls, stairs, elevators, restrooms, utility rooms, and
janitorial closets designed for common use of Tenant and other users of space in
the Building.

         2.9 Parking Area. "Parking Area" shall mean that portion of the Land
that is or is to be paved and otherwise improved or designated unimproved land
for the parking of motor vehicles.

         2.10 Use of Common Facilities and Parking Area. Tenant is hereby
granted the non-exclusive right and license to use, in common with others
entitled to such use, the Common Facilities, as they from time to time exist,
subject to the rights of Landlord reserved herein. Tenant shall not interfere,
at any time, with the rights of Landlord and others entitled to use any part of
the Common Facilities, and shall not store, either permanently or temporarily,
any materials, supplies or equipment on the Common Facilities. Landlord shall
have the right, at any time, to change, reduce or otherwise alter the Common
Facilities, in its sole discretion and without compensation to Tenant; provided,
however, that Landlord shall provide reasonable parking in the Parking Areas,
loading areas and access to the Demised Premises to Tenant. Tenant covenants and
agrees not to make excessive use of the Parking Area. Landlord shall have the
right at any time to assign spaces in the Parking Area to individual tenants, in
its sole discretion, provided that Landlord shall provide a reasonable number of
spaces for Tenant. Landlord shall not be responsible for any injuries to any
person nor any damage to any automobile, vehicle or other property that occurs
in or about the Parking Area. Tenant shall not park nor permit the parking of
any vehicles in the Parking Area overnight without Landlord's prior, written
permission.

         2.11 Covenant of Quiet Enjoyment. Landlord covenants and agrees that,
provided Tenant is not in default and keeps, observes and performs the covenants
and agreements of Tenant contained in this Lease, Tenant shall have quiet and
peaceable possession of the Demised Premises and such possession shall not be
disturbed or interfered with by Landlord or by any person claiming by, through
or under Landlord.

         2.12 Condition of Demised Premises. Except as may be provided on an
Addendum hereto, Tenant covenants and agrees that, upon taking possession of the
Demised Premises, Tenant shall be deemed to have



                                       2

Copyright 1999-2003 Flatiron Park Company
<PAGE>


accepted the Demised Premises "as is" and Tenant shall be deemed to have waived
any warranty of condition or habitability, suitability for occupancy, use or
habitation, fitness for a particular purpose or merchantability, express or
implied, relating to the Demised Premises.

                                   ARTICLE 3
                                 TERM OF LEASE

         3.1 Lease Term. "Lease Term" shall mean the period of time specified in
the Summary of Basic Lease Terms commencing at midnight on the Commencement Date
as defined below and expiring at midnight on the Expiration Date, as specified
in the Summary of Basic Lease Terms.

         3.2 Commencement Date. The term "Commencement Date" shall mean the
later of the Commencement Date set forth in the Summary of Basic Lease Terms or
the date that possession of the Demised Premises is tendered by Landlord to
Tenant as ready for occupancy when circumstances beyond the reasonable control
of Landlord have caused a delay in the Demised Premises being ready for
occupancy by Tenant. In the event of such a delay, this Lease shall not be void
or voidable by Tenant, and Landlord shall not be liable to Tenant for any loss
or damage resulting from such delay.

         3.3 Early Occupancy or Entry. In the event Landlord permits Tenant or
its agents or contractors to occupy or enter the Demised Premises for any reason
prior to the Commencement Date, Tenant shall be subject to all terms and
provisions hereof.

                                   ARTICLE 4
                         RENT AND OTHER AMOUNTS PAYABLE

         4.1 Basic Rent. Tenant covenants and agrees to pay to Landlord, without
offset, deduction or abatement, basic rent for the full Lease Term in the amount
specified as or calculable from Basic Rent in the Summary of Basic Lease Terms
("Basic Rent").

         4.2 Monthly Rental. Basic Rent shall be payable monthly in advance,
without notice, in equal installments, together with installments of Additional
Rent. Each installment of Basic Rent shall be in the amount of monthly rent
specified in the rent schedule in the Summary of Basic Lease Terms ("Monthly
Rental"). One such monthly installment shall be due and payable on the date
hereof and a like monthly installment shall be due and payable on or before the
first day of each calendar month succeeding the Commencement Date during the
Lease Term, except that the rental payment for any fractional calendar month at
the commencement or end of the Lease Term shall be prorated based on a thirty
(30) day month.

         4.3 Place of Payments. Basic Rent and all other sums payable by Tenant
to Landlord under this Lease shall be paid to Landlord at the place for payments
specified in the Summary of Basic Lease Terms, or such other place as Landlord
may, from time to time, designate in writing.

         4.4 Lease a Net Lease and Rent Absolute. It is the intent of the
parties that the Basic Rent provided in this Lease shall be a net payment to
Landlord; that, except as otherwise expressly provided herein, the Lease shall
continue for the full Lease Term notwithstanding any occurrence preventing or
restricting use and occupancy of the Demised Premises, including any damage or
destruction affecting the Demised Premises, and any action by governmental
authority relating to or affecting the Demised Premises; that the Basic Rent
shall be absolutely payable without offset, reduction or abatement for any cause
except as otherwise specifically provided in this Lease; that Landlord shall not
bear any costs or expenses relating to the Demised Premises or provide any
services or do any act in connection with the Demised Premises



                                       3

Copyright 1999-2003 Flatiron Park Company
<PAGE>


except as otherwise specifically provided in this Lease; and that Tenant shall
pay, in addition to Basic Rent, Additional Rent to cover costs and expenses
relating to the Demised Premises, the Common Facilities, and the Property, all
as hereinafter provided.

         4.5 Additional Rent. Tenant covenants and agrees to pay, as Additional
Rent, all costs and expenses relating to the Demised Premises including
utilities, maintenance and repair thereof; Tenant's Pro Rata Share of all costs
and expenses relating to the Common Facilities, including but not limited to the
repair and maintenance thereto described in Section 7.2 hereof; Tenant's Pro
Rata Share of all Taxes and Assessments (hereinafter defined) and costs and
expenses of Casualty Insurance (hereinafter defined); all costs and expenses of
Liability Insurance (hereinafter defined) and other insurance described in
Section 6.3 below; and all other costs and expenses that Tenant is obligated to
pay under this Lease.

         4.6 Tenant's Pro Rata Share. "Tenant's Pro Rata Share" shall mean the
percentage set forth in the Summary of Basic Lease Terms as Tenant's Pro Rata
Share, which is the percentage derived by dividing the approximate rentable
floor area of the Demised Premises, as set forth in the Summary of Basic Lease
Terms, by the approximate rentable floor area within the Building, as set forth
in the Summary of Basic Lease Terms. The percentage set forth in the Summary of
Basic Lease Terms shall be conclusive and not subject to adjustment for
remeasurement of the area of the Demised Premises or the Building. Landlord may
modify Tenant's Pro Rata Share from time to time based upon any increase or
reduction in the rentable floor area of the Building or of the Demised Premises.

         4.7 Monthly Deposits for Taxes, Insurance, and Common Facilities
Charges. Tenant will pay to Landlord, monthly in advance, without notice, on
each day that payment of Monthly Rental is due, amounts, as hereinafter
specified, for payment of Tenant's Pro Rata Share of Taxes and Assessments
(defined in Section 5.1), Casualty Insurance (defined in Section 6.1), Liability
Insurance, if applicable (defined in Section 6.2), Common Facilities Charges
(defined in Section 7.2), and any other charges payable with respect to the
Property hereunder as Additional Rent (collectively "Monthly Deposits") and, if
the Monthly Deposits are insufficient to pay Tenant's Pro Rata Share of the
actual cost of such items, to pay to Landlord, within ten (10) days after demand
by Landlord, such amounts as are necessary to provide Landlord with sufficient
funds to pay Tenant's Pro Rata Share of the same. The Monthly Deposits shall
each be equal to Tenant's Pro Rata Share of 1/12 of the amounts, as reasonably
estimated and re-estimated from time to time by Landlord, of the annual Taxes
and Assessments, annual Casualty Insurance premiums, annual Liability Insurance
premiums, and annual Common Facilities Charges payable with respect to the
Property. The initial Monthly Deposit shall be subject to adjustment as herein
provided. To the extent the Monthly Deposits exceed Tenant's Pro Rata Share of
the actual cost of such items, the excess amount shall, at Landlord's option,
except as may be otherwise provided by law, either be paid to Tenant or credited
against future Monthly Deposits or against Basic Rent, Additional Rent or other
amounts payable by Tenant under this Lease. If Tenant so requests in writing
within thirty (30) days after the date of Landlord's annual reconciliation of
Monthly Deposits, Landlord shall furnish Tenant with a copy of invoices or
receipts for Taxes, Insurance, and Common Facilities Charges. The amounts of
such taxes, insurance premiums and expenses payable by Tenant for the years in
which the Lease Term commences and expires shall be subject to the provisions
hereinafter contained in this Lease for proration of such amounts in such years.
Prior to the dates on which payment is due for such items, Landlord shall make
payment of the same, to the extent funds from Monthly Deposits are available
therefor. Except for Landlord's obligation to make payments out of funds
available from Monthly Deposits, the making of Monthly Deposits by Tenant shall
not limit or alter Tenant's obligation to pay taxes and assessments and to
maintain insurance as elsewhere provided in this Lease.


                                       4

Copyright 1999-2003 Flatiron Park Company
<PAGE>


         4.8 Security Deposit. Upon execution of this Lease by Tenant, Tenant
shall deposit with Landlord, the amount specified as a security deposit in the
Summary of Basic Lease Terms ("Security Deposit"). The Security Deposit shall be
retained by Landlord and may be applied by Landlord, to the extent necessary, to
pay and cover any loss, cost, damage or expense, including attorneys' fees,
sustained by Landlord by reason of the failure of Tenant to comply with any
provisions, covenant or agreement of Tenant contained in this Lease. To the
extent not necessary to cover such loss, cost, damage or expense, the Security
Deposit, without any interest thereon, shall be returned to Tenant within sixty
(60) days after expiration of the Lease Term or as may be otherwise provided by
law; provided, however, that Landlord may also deduct any amount from the
Security Deposit Landlord estimates may be required to cover any shortfall in
Additional Rent deposits made by Tenant in the final year of the Lease until
such time as Landlord has completed its annual Additional Rent reconciliation
for such year. The Security Deposit shall not be considered as an advance
payment of rent or as a measure of the loss, cost, damage or expense that is or
may be sustained by Landlord. In the event all or any portion of the Security
Deposit is applied by Landlord to pay any such loss, cost, damage or expense,
Tenant shall, from time to time, promptly upon demand, deposit with Landlord
such amounts as may be necessary to replenish the Security Deposit to its
original amount.

         4.9 General Provisions as to Monthly Deposits and Security Deposit.
Landlord shall not be required to hold the Security Deposit in an escrow or
trust deposit account, and Landlord may commingle the Monthly Deposits with
Landlord's own funds. Landlord shall not be obligated to pay interest to Tenant
on account of the Monthly Deposits and Security Deposit. In the event of a
transfer by Landlord of Landlord's interest in the Demised Premises, Landlord or
the property manager of Landlord may deliver the Monthly Deposits and Security
Deposit to the transferee of Landlord's interest and Landlord and such property
manager shall thereupon be discharged from any further liability to Tenant with
respect to such Monthly Deposits and Security Deposit. In the event of a
transfer by Tenant of Tenant's interest in the Demised Premises, Landlord shall
be entitled to return the Monthly Deposits and Security Deposit to Tenant's
successor in interest and Landlord shall thereupon be discharged from any
further liability with respect to the Monthly Deposits and Security Deposit.

         4.10 Rent Regulations. If the Basic Rent, Additional Rent, or any other
amounts to be paid by Tenant to Landlord hereunder is or becomes at any time
subject to regulation by law, then the rent or other amounts to be so paid shall
be the maximum rental or other amounts permitted by said laws, but in no event
in excess of the rent or other amounts provided for or determined in accordance
with the applicable provisions of this Lease.

                                   ARTICLE 5
                              TAXES AND ASSESSMENTS

         5.1 Covenant to Pay Taxes and Assessments. Tenant covenants and agrees
to pay, as Additional Rent, Tenant's Pro Rata Share of Taxes and Assessments, as
hereinafter defined, which accrue during or are attributable to the Lease Term.
"Taxes and Assessments" shall mean all taxes, assessments or other impositions,
general or special, ordinary or extraordinary, or every kind or nature, which
may be levied, assessed or imposed upon or with respect to the Property or any
part thereof, or upon any building, improvements or personal property at any
time situated thereon.

         5.2 Proration at Commencement and Expiration of Term. Taxes and
Assessments shall be prorated between Landlord and Tenant for the year in which
the Lease Term commences and for the year in which the Lease Term expires as of,
respectively, the date of commencement of the Lease Term and the date of
expiration of the Lease Term, except as herein provided. Additionally, for the
year in which the Lease


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Term expires, Tenant shall be liable without proration for the full amount of
Taxes and Assessments relating to any improvements, fixtures, equipment or
personal property that Tenant is required to remove or in fact removes as of the
expiration of the Lease Term. Proration of Taxes and Assessments shall be made
on the basis of actual Taxes and Assessments. Tenant's Pro Rata Share of Taxes
and Assessments for the years in which the Lease Term commences and expires
shall be paid and deposited with Landlord through Monthly Deposits as
hereinabove provided, but, in the event actual Taxes and Assessments for either
year are greater or less than as estimated for purposes of Monthly Deposits,
appropriate adjustment and payment shall be made between the parties, at the
time the actual Taxes and are known, as may be necessary to accomplish
proration, as hereinafter provided, and such obligation shall survive the
termination or expiration of this Lease.

         5.3 Special Assessments. If any Taxes or Assessments are payable in
installments over a period of years, Tenant shall be responsible only for
installments for periods during the Lease Term with proration, as above
provided, of any installment payable prior to or after expiration of the Lease
Term.

         5.4 New or Additional Taxes. Tenant's obligation to pay Tenant's Pro
Rata Share of Taxes and Assessments shall include any Taxes and Assessments of a
nature not presently in effect but that may hereafter be levied, assessed or
imposed upon Landlord or upon the Property if such tax shall be based upon or
arise out of the ownership, use or operation of or the rents received from the
Property, other than income taxes or estate taxes of Landlord. For the purposes
of computing Tenant's liability for such new type of tax or assessment, the
Property shall be deemed the only Property of Landlord.

         5.5 Landlord's Sole Right to Contest Taxes. Landlord shall have the
sole right to contest any Taxes or Assessments. Landlord shall pay to or credit
Tenant with Tenant's Pro Rata Share of any abatement, reduction or recovery of
any Taxes and Assessments attributable to the Lease Term less Tenant's Pro Rata
Share of all costs and expenses incurred by Landlord, including attorneys' fees,
in connection with such abatement, reduction or recovery.

                                   ARTICLE 6
                                    INSURANCE

         6.1 Casualty Insurance. Landlord covenants and agrees to obtain and
keep in full force and effect during the Lease Term, Casualty Insurance as
hereinafter defined. "Casualty Insurance" shall mean property insurance
including "all risk" coverage with respect to the Property, in an amount equal
to the full replacement cost thereof, with coinsurance clauses of no less than
ninety percent (90%), and with coverage, at Landlord's option, by endorsement or
otherwise, for all risks, vandalism and malicious mischief, sprinkler leakage,
boilers, and rental loss and with a deductible in the amount for each occurrence
as Landlord, in its sole discretion, may determine from time to time. Casualty
Insurance obtained by Landlord need not name Tenant as an insured party and may,
at Landlord's option, may name any mortgagee or holder of a deed of trust as an
insured party as its interest may appear. Tenant covenants and agrees to pay, as
Additional Rent, its Pro Rata Share of the cost of Casualty Insurance obtained
by Landlord, and to pay, as Additional Rent, its Pro Rata Share of the cost of
any deductible under such Casualty Insurance. Tenant shall be responsible for
obtaining, at Tenant's option, cost and expense, insurance coverage for personal
property and leasehold improvements of Tenant and for business interruption of
Tenant.

         6.2 Liability Insurance. Tenant covenants and agrees to obtain and keep
in full force and effect during the Lease Term, and to pay the premiums and
costs of, Liability Insurance as herein defined. "Liability Insurance" shall
mean comprehensive general liability insurance covering public liability for
claims for bodily injury, personal injury, and property damage with respect to
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operation of the Demised Premises and the Common Facilities, with limits of not
less than two million dollars ($2,000,000.00) combined single limit of
liability, with endorsements for assumed contractual liability with respect to
the liabilities assumed by Tenant under Sections 8.25 and 9.2 of this Lease, and
with no deductible, retention or self-insurance provision contained therein,
unless otherwise approved in writing by Landlord. Landlord may also obtain and
keep in full force and effect during the Lease Term liability insurance covering
public liability with respect to the ownership, use and operation of the
Property. Tenant covenants and agrees to pay Tenant's Pro Rata Share of the
premiums and costs of such liability insurance as Additional Rent hereunder.

         6.3 Other Insurance. Tenant covenants and agrees to obtain and keep in
full force and effect during the Lease Term, and to pay the premiums and costs
of, any other types of insurance relating to the Property or Tenant's occupancy,
use, and operation of the Demised Premises that Landlord or any mortgagee or
holder of a deed of trust on the Property may hereafter reasonably require.
Tenant shall cause such other insurance to be in effect within thirty (30) days
after receipt of written notice from Landlord.

         6.4 General Provisions Respecting Insurance. Except as otherwise
approved in writing by Landlord, all insurance obtained by Tenant shall be on
forms and with insurers selected or approved by Landlord, which approval shall
not be unreasonably withheld; shall name Landlord, Landlord's manager(s) and
agent(s), and the holder of any mortgage or deed of trust encumbering the
Property as insured parties, as their interests may appear; shall contain a
waiver of rights of subrogation as among Tenant, Landlord and the holder of any
such mortgage or deed of trust; shall provide coverage on an occurrence basis;
and shall provide, by certificate of insurance or otherwise, that the insurance
coverage shall not be canceled or altered except upon thirty (30) days' prior
written notice to Landlord and the holder of any such mortgage or deed of trust.
Certificates of insurance obtained by Tenant shall be delivered to Landlord who
may deposit the same with the holder of any such first mortgage or deed of
trust. Upon written request, Tenant agrees to provide Landlord with copies of
all policies of insurance obtained by Tenant hereunder.

         6.5 Cooperation in the Event of Loss. Landlord and Tenant shall
cooperate with each other in the collection of any insurance proceeds that may
be payable in the event of any loss, including the execution and delivery of any
proof of loss or other actions required to effect recovery.

                                   ARTICLE 7
               UTILITY, OPERATING, MAINTENANCE AND REPAIR EXPENSES

         7.1 Utility Charges. Tenant covenants and agrees to contract in
Tenant's own name and to pay, as Additional Rent, all charges for water, sewage,
disposal, storm drainage fees, gas, electricity, light, heat, power, telephone
or other utility services used, rendered or supplied to or for the Demised
Premises. If any such utility charges are not separately metered or billable to
the Demised Premises, then Landlord shall have the right to apportion utility
charges based upon Landlord's estimation of relative use of such utilities, and
such apportionment shall be final and binding upon Tenant. Tenant shall pay to
Landlord the apportioned amount of such utilities as Additional Rent.

         7.2 Common Facilities Charges. Tenant covenants and agrees to pay, as
Additional Rent, Tenant's Pro Rata Share of all costs and expenses of operating,
repairing, maintaining and upkeep of the Common Facilities including, without
limitation, upkeep and replanting of grass, trees, shrubs and landscaping;
removal of dirt, debris, obstructions and litter from Parking Areas, landscaped
areas, sidewalks and driveways; repairs, resurfacing, resealing, restriping,
sweeping and snow removal from the Parking Areas, sidewalks and driveways;
sprinkler systems; building signs; stairways; heating, ventilation and air
conditioning systems; utilities for the Common Facilities; fire protection
systems and sprinkler systems;




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exterior painting; water and sewage disposal systems; storm drainage systems;
supplies, personnel, and the cost of any rental of equipment in implementing
such services; charges for professional management of the Property and Common
Facilities, including wages, salaries, benefits and payroll taxes paid by
Landlord with respect to its employees for providing such services; all
alterations, additions, improvements and other changes made to the Improvements
in order to conform to changes subsequent to the date of this Lease in any laws,
ordinances, rules, regulations or orders of any applicable governmental
authority, subject to amortization of such costs at a market rate of interest
over the useful life thereof, as determined by Landlord's accountants; and
personal property taxes, licenses and permits. Landlord may cause any or all of
such services to be provided by employees of Landlord or by independent
contractor(s) and subcontractor(s). Tenant shall pay to Landlord, monthly in
advance, without notice, on each day that payment of Monthly Rental is due, the
estimated monthly charge for the Common Facilities, as determined and
redetermined from time to time by Landlord. If the total monthly charges paid by
Tenant are less than Tenant's Pro Rata Share of the actual charges for Common
Facilities, Tenant shall pay the difference to Landlord within ten (10) days
after demand by Landlord. If Tenant's Pro Rata Share of such actual charges is
less than the total monthly charges paid by Tenant, the difference shall, at
Landlord's option, except as may be otherwise required by law, either be paid to
Tenant or credited against future monthly charges on the next applicable invoice
for Basic Rent, Additional Rent or other amounts payable by Tenant under this
Lease.

         7.3 Tenant's Maintenance Obligation. Tenant, at its sole cost and
expense to maintain, will repair, replace and keep the Demised Premises and all
improvements, fixtures and personal property thereon in good, safe and sanitary
condition, order and repair and in accordance with all applicable laws,
ordinances, orders, rules and regulations of governmental authorities having
jurisdiction. Tenant will perform or contract for and promptly pay for trash and
garbage disposal, janitorial and cleaning services, security services, interior
painting, interior window washing, replacement of damaged or broken glass and
other breakable materials, replacement of interior light bulbs and light
fixtures in or serving the Demised Premises. All costs of maintenance and
repairs to be performed by Tenant shall be considered Additional Rent hereunder.
All maintenance and repairs to be performed by Tenant shall be done promptly, in
a good and workmanlike fashion, and without diminishing the original quality of
the Demised Premises or the Property.

         7.4 Landlord's Maintenance Obligation. Landlord shall be responsible
for and shall bear the costs and expenses of replacement of, or extraordinary
maintenance and repairs to, roofs, foundations, exterior walls, structural
elements of the Building, and pipes for water and sewer. Landlord shall also
maintain and repair the Common Facilities, and Tenant shall pay its Pro Rata
Share of all costs and expenses with respect thereto, pursuant to Section 7.2
above.

                                   ARTICLE 8
                            OTHER COVENANTS OF TENANT

         8.1 Limitation on Use by Tenant. Tenant covenants and agrees to use the
Demised Premises only for the use or uses set forth as Permitted Uses by Tenant
in the Summary of Basic Lease Terms and for no other purposes, except with the
prior written consent of Landlord. Landlord has made no investigation of and
makes no representations or warranties whatsoever regarding the permissibility
of Tenant's Permitted Uses under applicable zoning or land use laws, rules,
regulations or approvals.

         8.2 Compliance with Laws. Tenant covenants and agrees that at all times
during the Lease Term, Tenant's use of the Demised Premises shall be in
compliance with all zoning, land use, and other applicable laws, rules, and
regulations with respect thereto, and that nothing shall be done or kept on the
Demised



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Premises in violation of any law, ordinance, order, rule or regulation of any
governmental authority having jurisdiction, and that the Demised Premises shall
be used, kept and maintained in compliance with any such law, ordinance, order,
rule or regulation and with the certificate of occupancy issued for the Building
and/or the Demised Premises.

         8.3 Compliance with Insurance Requirements. Tenant covenants and agrees
that nothing shall be done or kept on the Demised Premises that might impair or
increase the cost of insurance maintained with respect to the Demised Premises
or the Property, that might increase the insured risks or that might result in
cancellation of any such insurance.

         8.4 No Waste or Impairment of Value. Tenant covenants and agrees that
nothing shall be done or kept on the Demised Premises or the Property that might
impair the value of the Demised Premises or the Property, or that would
constitute excessive wear and tear or waste.

         8.5 No Overloading. Tenant covenants and agrees that nothing shall be
done or kept on the Demised Premises or the Building and that no improvements,
changes, alterations, additions, maintenance or repairs shall be made to the
Demised Premises that might impair the structural soundness of the Building,
Improvements, or Parking Area, that might result in an overload of electrical
lines serving the Building or cause excessive tripping of circuit breakers, that
might interfere with any telephone lines or equipment or any other electric or
electronic equipment in the Building or on any adjacent or nearby property, that
might place excessive demands on or exceed the capacity of the water lines or
sewer lines servicing the Building, or that might in any other way overload any
portion of the Property or Improvements or any equipment or facilities servicing
the same. In the event of violations hereof, Tenant covenants and agrees to
immediately remedy the violation at Tenant's expense and in compliance with all
requirements of governmental authorities and insurance underwriters.

         8.6 No Nuisance, Noxious or Offensive Activity. Tenant covenants and
agrees that no noxious or offensive activity shall be carried on upon the
Demised Premises or the Property nor shall anything be done or kept on the
Demised Premises or the Property that may be or become a public or private
nuisance or that may cause embarrassment, disturbance, or annoyance to others in
the Building or on adjacent or nearby property.

         8.7 No Annoying Lights, Sounds or Odors. Tenant covenants and agrees
that no light shall be emitted from the Demised Premises that is unreasonably
bright or causes unreasonable glare; no sound shall be emitted from the Demised
Premises that is unreasonably loud or annoying; and no odor shall be emitted
from the Demised Premises that is or might be noxious or offensive to others in
the Building or on adjacent or nearby property.

         8.8 No Unsightliness. Tenant covenants and agrees that no unsightliness
shall be permitted on the Demised Premises or the Property that is visible from
any adjacent or nearby property. Without limiting the generality of the
foregoing, all unsightly conditions, equipment, objects and conditions shall be
kept enclosed within the Demised Premises; no refuse, scrap, debris, garbage,
trash, bulk materials or waste shall be kept, stored or allowed to accumulate on
the Demised Premises or the Property except as may be enclosed within the
Demised Premises; all pipes, wires, poles, antennas and other facilities for
utilities or the transmission or reception of audio or visual signals or
electricity shall be kept and maintained underground or enclosed within the
Demised Premises or appropriately screened from view; and no temporary structure
shall be placed or permitted on the Demised Premises or the Property without the
prior written consent of Landlord.



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         8.9 No Animals. Tenant covenants and agrees that no animals shall be
permitted or kept on the Demised Premises or the Property; provided, however,
that nothing herein shall be construed as prohibiting qualified service animals
that may not be legally excluded from the Demised Premises or Property pursuant
to the Americans with Disabilities Act or any similar law, rule or regulation
applicable to the Property.

         8.10 Restriction on Signs and Exterior Lighting. Tenant covenants and
agrees that no signs or advertising devices of any nature shall be erected or
maintained by Tenant on the Demised Premises or the Property and no exterior
lighting shall be permitted on the Demised Premises or the Property except as
approved in writing by Landlord.

         8.11 No Violation of Covenants. Tenant covenants and agrees not to
commit, suffer or permit any violation of any covenant, condition or restriction
affecting the Demised Premises or the Property.

         8.12 Restriction on Changes and Alterations. Tenant covenants and
agrees not to improve, change, alter, add to, remove or demolish any
improvements on the Demised Premises, ("Changes"), without the prior written
consent of Landlord, which consent shall not be unreasonably withheld, and
unless Tenant complies with all conditions that may be imposed by Landlord, in
its sole discretion, in connection with such consent; and unless Tenant pays to
Landlord the reasonable costs and expenses of Landlord for architectural,
engineering, legal or other consulting that may be reasonably incurred by
Landlord in determining whether to approve any such Changes. Landlord's consent
to any Changes and the conditions imposed in connection therewith shall be
subject to all requirements and restrictions of any holder of a mortgage or deed
of trust encumbering the Property. If such consent is given, no such changes
shall be permitted unless Tenant shall have procured and paid for all necessary
permits and authorizations from any governmental authorities having
jurisdiction; unless such Changes will not reduce the value of the Property, and
will not affect or impair existing insurance on the Property; and unless Tenant,
at Tenant's sole cost and expense, shall maintain or cause to be maintained
workmen's compensation insurance covering all persons employed in connection
with the work and obtains liability insurance covering any loss or damage to
persons or property arising in connection with any such Changes and such other
insurance or bonds as Landlord may reasonably require. Tenant covenants and
agrees that any such Changes approved by Landlord shall be completed with due
diligence and in a good and workmanlike fashion and in compliance with all
conditions imposed by Landlord and all applicable permits, authorizations, laws,
ordinances, orders, rules and regulations of governmental authorities having
jurisdiction and that the costs and expenses with respect to such Changes shall
be paid promptly when due and that the Changes shall be accomplished free of
liens of mechanics and materialmen. Tenant covenants and agrees that all such
Changes shall become the property of Landlord at the expiration of the Lease
Term or, if Landlord so requests, Tenant shall, at or prior to expiration of the
Lease Term and at its sole cost and expense, remove such Changes and restore the
Demised Premises to their condition prior to such Changes.

         8.13 No Mechanic's Liens. Tenant covenants and agrees not to permit or
suffer, and to cause to be removed and released, any mechanic's, materialmen's
or other lien on account of supplies, machinery, tools, equipment, labor or
material furnished or used in connection with the construction, alteration,
improvement, addition to or repair of the Demised Premises by, through or under
Tenant. At least fifteen (15) days prior to any Changes, Tenant shall provide
written notice to Landlord of the date of commencement of any Changes. Prior to
the commencement of any Changes, Tenant shall post in conspicuous locations and
maintain on the Demised Premises and Building Notices of Owner's Non-Liability
in the form attached hereto as Exhibit C or in such other form as Landlord may
from time to time require in writing. Tenant shall have the right to contest, in
good faith and with reasonable diligence, the validity of any such lien or
claimed lien, provided that Tenant shall give to Landlord such security as may
be reasonably requested by Landlord to insure the payment of any amounts
claimed, including interest and



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costs, and to prevent any sale, foreclosure or forfeiture of any interest in the
Property on account of any such lien, including, without limitation, bonding,
escrow or endorsement of the title insurance policy of Landlord and any holder
of a mortgage or deed of trust encumbering the Property. If Tenant so contests,
then on final determination of the lien or claim for lien, Tenant shall
immediately pay any judgment rendered, with interest and costs, and will cause
the lien to be released and any judgment satisfied.

         8.14 No Other Encumbrances. Tenant covenants and agrees not to obtain
any financing secured by Tenant's interest in the Demised Premises and not to
encumber the Demised Premises or Landlord's or Tenant's interest therein,
without the prior written consent of Landlord, and to keep the Demised Premises
free from all liens and encumbrances except liens and encumbrances existing upon
the date of commencement of the Lease Term or liens and encumbrances created by
Landlord.

         8.15 Subordination to Landlord Mortgages. Tenant covenants and agrees
that this Lease and Tenant's interest in the Demised Premises shall be junior
and subordinate to any mortgage or deed of trust now or hereafter encumbering
the Property. In the event of a foreclosure of any such mortgage or deed of
trust, Tenant shall attorn to the party acquiring title to the Property as the
result of such foreclosure. No act or further agreement by Tenant shall be
necessary to establish the subordination of this Lease to any such mortgage or
deed of trust, which is self-executing, but Tenant covenants and agrees, upon
request to Landlord, to execute such documents as may be necessary or
appropriate to confirm and establish this Lease as subordinate to any such
mortgage or deed of trust in accordance with the foregoing provisions,
including, without limitation, the form of Subordination, Non-Disturbance and
Attornment Agreement attached hereto as Exhibit D. Alternatively, Tenant
covenants and agrees that, at the option of any mortgagee or beneficiary under a
deed of trust, Tenant shall execute documents as may be necessary to establish
this Lease and Tenant's interest in the Demised Premises as superior to any such
mortgage or deed of trust. If Tenant fails to execute any documents required to
be executed by Tenant under the provisions hereof, Tenant hereby makes,
constitutes and irrevocably appoints Landlord as Tenant's attorney in fact and
in Tenant's name, place and stead to execute any such document. In the event
Tenant requests any changes or revisions to any such document or agreement,
Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the
reasonable costs and expenses of Landlord in connection with the negotiation,
drafting, and revision thereof, including attorneys' fees.

         8.16 Assignment or Subletting. Tenant covenants and agrees not to make
or permit a Transfer by Tenant, as hereinafter defined, without Landlord's prior
written consent, which consent shall not be unreasonably withheld. A Transfer by
Tenant shall include an assignment of this Lease, a sublease of all or any part
of the Demised Premises, any transfer of 50% or more of the voting stock or
interests of Tenant, or any assignment, sublease, license, franchise, transfer,
mortgage, pledge or encumbrance of all or any part of Tenant's interest under
this Lease or in the Demised Premises, by operation of law or otherwise, or the
use or occupancy of all or any part of the Demised Premises by anyone other than
Tenant. Any such Transfer by Tenant without Landlord's written consent shall be
void and shall constitute a default under this Lease. In the event Landlord
consents to any Transfer by Tenant, Tenant shall not be relieved of its
obligations under this Lease and Tenant shall remain liable, jointly and
severally and as a principal, and not as a guarantor or surety, under this
Lease, to the same extent as though no Transfer by Tenant had been made, unless
specifically provided to the contrary in Landlord's prior written consent. The
acceptance of rent by Landlord from any person other than Tenant shall not be
deemed to be a waiver by Landlord of the provisions of this Section or of any
other provision of this Lease and any consent by Landlord to a Transfer by
Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In
giving or withholding its consent to a proposed Transfer by Tenant, Landlord
shall be entitled to consider any reasonable factor, including but not limited
to the following: (a) financial strength and credit history of the proposed
subtenant/assignee; (b) business reputation of the


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proposed subtenant/assignee; (c) proposed use of the Demised Premises by the
proposed subtenant/assignee; (d) managerial and operational skills of the
proposed subtenant/assignee; and (e) compatibility of the proposed
subtenant/assignee with other tenants of the Building.

                  Notwithstanding the foregoing, Landlord shall, at Landlord's
option, have the right, in lieu of consenting to a Transfer by Tenant, to
terminate this Lease as to the portion of the Demised Premises that is subject
to the proposed Transfer by Tenant and to enter into a new lease with the
proposed transferee and receive directly from the proposed transferee the
consideration agreed to be given by such transferee to Tenant for the Transfer
by Tenant. Alternatively, at the request of Landlord, Tenant shall pay over to
Landlord all sums received by Tenant in excess of the rent payable by Tenant
hereunder that is attributable on an equally allocable square foot basis, to the
subletting of all or any portion of the Demised Premises so subleased.

                  In the event Landlord consents to a Transfer by Tenant, any
option to renew this Lease or right to extend the Lease Term shall automatically
terminate unless otherwise agreed in writing by Landlord. Tenant covenants and
agrees that in the event Landlord consents to a sublease by Tenant, Tenant and
Tenant's Subtenant shall enter into the form of Sublease, Assumption and Consent
Agreement attached hereto as Exhibit E, and in the event Landlord consents to an
assignment, Tenant and Tenant's assignee shall enter into the form of
Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or
the standard form of agreement in each case then being used by Landlord for
subleases and assignments. In the event Tenant or Tenant's transferee requests
any changes or revisions to any such agreement, Tenant shall pay to Landlord,
within ten (10) days after demand by Landlord, the reasonable costs and expenses
of Landlord in connection with any request by Tenant for consent to a Transfer,
including attorneys' fees.

         8.17 Annual Financial Statements. Tenant covenants and agrees to
furnish to Landlord, within fifteen (15) days after Landlord's written request,
copies of Tenant's most recent year end financial statements, and agrees that
Landlord may deliver any such financial statements to any existing or
prospective mortgagee or purchaser of the Property. The financial statements
shall include a balance sheet as of the end of, and a statement of profit and
loss for, the preceding fiscal year of Tenant and, if regularly prepared by
Tenant, a statement of sources and use of funds for the preceding fiscal year of
Tenant.

         8.18 Payment of Income and Other Taxes. Tenant covenants and agrees to
pay promptly when due all personal property taxes on personal property of Tenant
on the Demised Premises and all federal, state and local income taxes, sales
taxes, use taxes, Social Security taxes, unemployment taxes and taxes withheld
from wages or salaries paid to Tenant's employees, the nonpayment of which might
give rise to a lien on the Demised Premises or Tenant's interest therein, and to
furnish, if requested by Landlord, evidence of such payments.

         8.19 Estoppel Certificates. Tenant covenants and agrees to execute,
acknowledge and deliver to Landlord, upon Landlord's written request, a written
Estoppel Certificate certifying that this Lease is unmodified (or, if modified,
stating the modifications) and in full force and effect; stating the dates to
which Basic Rent has been paid, stating the amount of the Security Deposit held
by Landlord; stating the amount of the Monthly Deposits held by Landlord for the
then tax and insurance year; and stating whether or not Landlord is in default
under this Lease (and, if so, specifying the nature of the default); and stating
such other matters concerning this Lease as Landlord may reasonably request,
including but not limited to, the form of Estoppel Certificate attached hereto
as Exhibit G. Tenant agrees that such statement may be delivered to and relied
upon by any existing or prospective mortgagee or purchaser of the Property.
Tenant agrees that a failure to deliver such a statement within ten (10) days
after written request from Landlord shall be conclusive upon Tenant that this
Lease is in full force and effect without modification except as


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<PAGE>


may be represented by Landlord; that there are no uncured defaults by Landlord
under this Lease; and that any representation by Landlord with respect to Basic
Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant
requests any changes or revisions to any such Estoppel Certificate, Tenant shall
pay to Landlord, within ten (10) days after demand by Landlord, the reasonable
costs and expenses of Landlord in connection the negotiation, drafting and
revision of such Estoppel Certificate, including attorneys' fees.

         8.20 Landlord Right to Inspect and Show Premises and to Install "For
Sale" Signs. Tenant covenants and agrees that Landlord and the authorized
representatives of Landlord shall have the right to enter the Demised Premises
at any reasonable time for the purposes of inspecting, repairing or maintaining
the same or performing any obligations of Tenant that Tenant has failed to
perform hereunder or for the purposes of showing the Demised Premises to any
existing or prospective mortgagee, purchaser or lessee of the Property or the
Demised Premises. Tenant covenants and agrees that Landlord may at any time and
from time to time place on the Property or the Demised Premises a sign
advertising the Property or the Demised Premises for sale or for lease.

         8.21 Landlord Right to Renovate, Expand or Modify Building. Tenant
covenants and agrees that Landlord shall have the right to renovate, expand,
reconstruct, or otherwise modify the Building and/or Common Facilities at any
time, in Landlord's sole discretion; provided, however, that no such renovation,
expansion, reconstruction, or other modification shall permanently and
materially interfere with Tenant's right to the quiet use and enjoyment of the
Demised Premises according to the terms of this Lease. In the event any
renovation, expansion, reconstruction or other modification of the Building or
Common Facilities by Landlord causes a temporary material interference with
Tenant's use and enjoyment of the Demised Premises, then during the period of
such interference, there shall be an abatement of Basic Rent and Additional Rent
proportionate to the extent of the space and period of time that Tenant is
unable to use and enjoy the Demised Premises.

         8.22 Landlord Right to Relocate. Tenant covenants and agrees that
Landlord shall have the right, upon not less than sixty (60) days prior notice
to Tenant, to relocate Tenant from the Demised Premises to another space in the
Building or in another building owned by Landlord or any of its affiliates in
the vicinity of the Building; provided, however, that, unless otherwise agreed,
such relocation space shall be of equal or greater rentable square feet than the
Demised Premises and shall be of substantially similar or better overall quality
than the Demised Premises. Landlord shall pay the costs of any tenant finish
required to make such relocation space suitable for Tenant's business and shall
credit or reimburse Tenant for the reasonable costs of moving Tenant's
furniture, equipment, and other personalty from the Demised Premises to the
relocation space. Landlord shall not otherwise be liable for any loss, cost,
expense, or damage of Tenant in connection therewith, and this Lease shall
continue in full force and effect without modification for the remainder of the
Lease term.

         8.23 Landlord Title to Fixtures, Improvements and Equipment. Tenant
covenants and agrees that all fixtures and improvements on the Demised Premises
and all equipment and personal property relating to the use and operation of the
Demised Premises (as distinguished from operations incident to the business of
Tenant), including all plumbing, heating, lighting, electrical and air
conditioning fixtures and equipment, whether or not attached to or affixed to
the Demised Premises, and whether now or hereafter located upon the Demised
Premises, shall be and remain the property of Landlord upon expiration of the
Lease Term.

         8.24 Removal of Tenant's Equipment. Tenant covenants and agrees to
remove, at or prior to the expiration of the Lease Term, all of Tenant's
Equipment, as hereinafter defined. "Tenant's Equipment" shall mean all
equipment, apparatus, machinery, signs, furniture, furnishings and personal
property used in


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the operation of the business of Tenant (as distinguished from the use and
operation of the Demised Premises). If such removal shall injure or damage the
Demised Premises Tenant covenants and agrees, at its sole cost and expense, at
or prior to the expiration of the Lease Term, to repair such injury and damage
in good and workmanlike fashion and to place the Demised Premises in the same
condition as the Demised Premises would have been if such Tenant's Equipment had
not been installed. If Tenant fails to remove any Tenant's Equipment by the
Expiration of the Lease Term, Landlord may, at its option, keep and retain any
such Tenant's Equipment or dispose of the same and retain any proceeds
therefrom, and Landlord shall be entitled to recover from Tenant any costs or
expenses of Landlord in removing the same and in restoring the Demised Premises
in excess of the actual proceeds, if any, received by Landlord from disposition
thereof. Tenant releases and discharges Landlord from any and all claims and
liabilities of any kind arising out of Landlord's disposition of Tenant's
Equipment.

         8.25 Tenant Indemnification of Landlord. Tenant covenants and agrees to
protect, indemnify, defend, and hold Landlord harmless from and against all
liability, obligations, claims, damages, penalties, causes of action, costs and
expenses, including attorneys' fees, imposed upon, incurred by or asserted
against Landlord by reason of: (a) any accident, injury to or death of any
person or loss of or damage to any property occurring on or about the Demised
Premises or Common Facilities; (b) any act or omission of Tenant or Tenant's
officers, employees, agents, guests or invitees or of anyone claiming by,
through or under Tenant; (c) any use that may be made of, or condition existing
upon, the Demised Premises or Common Facilities; (d) any improvements, fixtures
or equipment upon the Demised Premises or Common Facilities; (e) any failure on
the part of Tenant to perform or comply with any of the provisions, covenants or
agreements of Tenant contained in this Lease; (f) any violation of any law,
ordinance, order, rule or regulation of governmental authorities having
jurisdiction by Tenant or Tenant's officers, employees, agents, guests or
invitees or by anyone claiming by, through or under Tenant; and (g) any repairs,
maintenance of Changes to the Demised Premises made or caused to be made by,
through or under Tenant. Tenant further covenants and agrees that, in case any
action, suit or proceeding is brought against Landlord by reason of any of the
foregoing, Tenant will, at Tenant's sole cost and expense, pay all costs and
expenses to defend Landlord in any such action, suit or proceeding with counsel
of Landlord's choosing.

         8.26 Liability of Landlord. Landlord shall be liable to Tenant for
Landlord's gross negligence and willful misconduct. Tenant waives and releases
any claims Tenant may have against Landlord or Landlord's officers, agents or
employees for loss, damage or injury to person or property sustained by Tenant
or Tenant's officers, agents, employees, guests, invitees, or anyone claiming
by, through or under Tenant resulting from any cause whatsoever other than gross
negligence or willful misconduct. Notwithstanding anything to the contrary
contained in this Lease, Landlord, its beneficiaries, successors and assigns,
shall not be personally liable with respect to any of the terms, covenants and
conditions of this Lease, and Tenant shall look solely to the equity of Landlord
in the Property in the event of any default or liability of Landlord under this
Lease, such exculpation of liability to be absolute and without any exception
whatsoever.

         8.27 Release upon Transfer by Landlord. In the event of a transfer by
Landlord of the Property or of Landlord's interest as Landlord under this Lease,
Landlord's successor or assignee shall take subject to and be bound by this
Lease and, in such event, Tenant covenants and agrees that Landlord shall be
released from all obligations of Landlord under this Lease, except obligations
that arose and matured prior to such transfer by Landlord; that Tenant shall
thereafter look solely to Landlord's successor or assign for satisfaction of the
obligations of Landlord under this Lease; and that, upon demand by Landlord or
Landlord's successor or assign, Tenant shall attorn to such successor or assign.


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         8.28 Rules and Regulations. Tenant shall observe and comply with rules
and regulations that may be reasonably promulgated and amended from time to time
by Landlord by providing written notice thereof to Tenant. Landlord shall not be
responsible to Tenant for the failure of any other tenant of the Building to
observe or comply with any of the rules or regulations, but Landlord shall make
reasonable efforts to enforce the rules and regulations (if any) for the benefit
of all tenants of the Building.

         8.29 Monitoring Equipment. Should equipment for monitoring fire systems
and/or security systems be deemed necessary by Tenant or be required for the
Demised Premises by federal, state, or local governing agencies because of
Tenant's equipment, the nature of Tenant's business, or Tenant's modification of
the Demised Premises, Tenant shall be responsible for installation of such
monitoring system, for any required building permits, monthly monitoring fees,
and any fines, penalties or other charges for false alarms. Should such
monitoring systems be otherwise required by federal, state, or local governing
agencies, or deemed by Landlord to be advisable for the operation of the
Building, Landlord shall be responsible for installation of such monitoring
systems, and all costs and expenses relating thereto shall be included as Common
Facilities Charges.

                                   ARTICLE 9
                              ENVIRONMENTAL MATTERS

         9.1 Definitions.

                9.1.1 Hazardous Material. Hazardous Material means any
substance:

                      9.1.1.1 that is or becomes defined as a "hazardous
material," "hazardous waste," "hazardous substance," "regulated substance,"
"pollutant" or "contaminant" under any federal, state or local statute,
regulation, rule or ordinance or amendments thereto including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery
Act (42 U.S.C. Section 6901 et seq.); or

                      9.1.1.2 that is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is
or becomes regulated by any governmental authority, agency, department,
commission, board, agency or instrumentality of the United States, the State of
Colorado or any political subdivision thereof; or

                      9.1.1.3 the presence of which on the Demised Premises
causes or threatens to cause a nuisance upon the Demised Premises or to adjacent
properties or poses or threatens to pose a hazard to the health or safety of
persons on or about the Demised Premises; or

                      9.1.1.4 that contains gasoline, diesel fuel or other
petroleum hydrocarbons; or

                      9.1.1.5 that contains polychlorinated bipheynols (PCBs),
asbestos or urea formaldehyde foam insulation; or

                      9.1.1.6 radon gas.

                9.1.2 Environmental Requirements. Environmental Requirements
means all applicable present and future statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, approvals, plans, authorizations,
concessions, franchises, and similar items, of all governmental agencies,
departments, commissions, boards, bureaus, or instrumentalities of the United
States, states and political subdivisions


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thereof and all applicable judicial, administrative, and regulatory decrees,
judgments, and orders relating to the protection of human health or the
environment.

                9.1.3 Environmental Damages. Environmental Damages means all
claims, judgments, damages, losses, penalties, fines, liabilities (including
strict liability), encumbrances, liens, costs, and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement or judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorneys' fees and disbursements and consultants' and
witnesses' fees, any of which are incurred at any time as a result of the
existence of Hazardous Material upon, about, beneath the Demised Premises or
migrating or threatening to migrate to or from the Demised Premises, or the
existence of a violation of Environmental Requirements pertaining to the Demised
Premises.

         9.2 Tenant's Obligation to Indemnify, Defend and Hold Harmless. Tenant,
its successors, assigns and guarantors, agree to indemnify, defend, reimburse
and hold harmless the following persons from and against any and all
Environmental Damages ARISING FROM ACTIVITIES OF TENANT OR ITS EMPLOYEES,
AGENTS, CONTRACTORS, SUBCONTRACTORS, OR GUESTS, LICENSEES, OR INVITEES that (1)
result in the presence of Hazardous Materials upon, about or beneath the Demised
Premises or migrating to or from the Demised Premises, or (2) result in the
violation of any Environmental Requirements pertaining to the Demised Premises
and the activities thereon:

                9.2.1 Landlord;

                9.2.2 any other person who acquires an interest in the Demised
Premises in any manner, including but not limited to purchase at a foreclosure
sale or otherwise; and

                9.2.3 the directors, officers, shareholders, employees,
partners, agents, contractors, subcontractors, experts, licensees, affiliates,
lessees, mortgagees, trustees, heirs, devisees, successors, assigns, guests and
invitees of such persons.

         This obligation shall include, but not be limited to, the burden and
expense of investigating and defending all claims, suits and administrative
proceedings (with counsel reasonably approved by the indemnified parties),
including attorneys' fees and expert witness and consulting fees, even if such
claims, suits or proceedings are groundless, false or fraudulent, and conducting
all negotiations of any description, and paying and discharging, when and as the
same become due, any and all judgments, penalties or other sums due against such
indemnified persons, and all such expenses incurred in enforcing the obligation
to indemnify. Tenant, at its sole expense, may employ additional counsel of its
choice to associate with counsel representing the indemnified parties.

         9.3 Tenant's Obligation to Remediate. Notwithstanding the obligation of
Tenant to indemnify Landlord pursuant to this agreement, Tenant shall, upon
demand of Landlord, and at its sole cost and expense, promptly take all actions
to remediate the Demised Premises, Building, and Land that are reasonably
necessary to mitigate Environmental Damages or to allow full economic use of the
Building and Land, or are required by Environmental Requirements, which
remediation is necessitated by the 1) introduction of a Hazardous Material upon,
about or beneath the Demised Premises or 2) a violation of Environmental
Requirements, EITHER OF WHICH IS CAUSED BY THE ACTIONS OF TENANT, ITS EMPLOYEES,
AGENTS, CONTRACTORS, SUBCONTRACTORS, GUESTS, INVITEES OR LICENSEES. Tenant shall
promptly provide to Landlord copies of testing results and reports that are
generated in connection with the above activities, and copies of any
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         9.4 Notification. If Tenant shall become aware of or receive notice or
other communication concerning any actual, alleged, suspected or threatened
violation of Environmental Requirements, or liability of Tenant for
Environmental Damages in connection with the Demised Premises or past or present
activities of any person thereon, or that any representation set forth in this
agreement is not or is no longer accurate, then Tenant shall deliver to
Landlord, within ten days of the receipt of such notice or communication by
Landlord, a written description of said violation, liability, correcting
information, or actual or threatened event or condition, together with copies of
any such notice or communication. Receipt of such notice shall not be deemed to
create any obligation on the part of Landlord to defend or otherwise respond to
any such notification or communication.

         9.5 Negative Covenants.

                9.5.1 No Hazardous Material on Demised Premises. Except in
strict compliance with all Environmental Requirements, Tenant shall not cause,
permit or suffer any Hazardous Material to be brought upon, treated, kept,
stored, disposed of, discharged, released, produced, manufactured, generated,
refined or used upon, about or beneath the Demised Premises by Tenant, its
agents, employees, contractors, subcontractors, guests, licensees or invitees,
or any other person. Tenant shall deliver to Landlord copies of all documents
that Tenant provides to any governmental body in connection with compliance with
Environmental Requirements with respect to the Demised Premises, such delivery
to be contemporaneous with provision of the documents to the governmental
agency.

                9.5.2 No Violations of Environmental Requirements. Tenant shall
not cause, permit or suffer the existence or the commission by Tenant, its
agents, employees, contractors, subcontractors or guests, licensees or invitees,
or by any other person of a violation of any Environmental Requirements upon,
about or beneath the Demised Premises or any portion of the Building or Land.

         9.6 Landlord's Right to Inspect and to Audit Tenant's Records. Landlord
shall have the right in its sole and absolute discretion, but not the duty, to
enter and conduct an inspection of the Demised Premises and to inspect and audit
Tenant's records concerning Hazardous Materials at any reasonable time to
determine whether Tenant is complying with the terms of the Lease, including but
not limited to the compliance of the Demised Premises and the activities thereon
with Environmental Requirements and the existence of Environmental Damages.
Tenant hereby grants to Landlord the right to enter the Demised Premises and to
perform such tests on the Demised Premises as are reasonably necessary in the
opinion of Landlord to assist in such audits and investigations. Landlord shall
use reasonable efforts to minimize interference with the business of Tenant by
such tests inspections and audits, but Landlord shall not be liable for any
interference caused thereby.

         9.7 Landlord's Right to Remediate. Should Tenant fail to perform or
observe any of its obligations or agreements pertaining to Hazardous Materials
or Environmental Requirements, then Landlord shall have the right, but not the
duty, without limitation upon any of the rights of Landlord pursuant to this
Lease, to enter the Demised Premises personally or through its agents,
consultants or contractors and perform the same. Tenant agrees to indemnify
Landlord for the costs thereof and liabilities therefrom as set forth in Section
9.2.

         9.8 Survival of Environmental Obligations. The obligations of Landlord
and Tenant as set forth in this Article 9 and all of its sections shall survive
expiration or termination of this Lease.



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                                   ARTICLE 10
                              DAMAGE OR DESTRUCTION

         10.1 Damage to Demised Premises. If any portion of the Demised Premises
shall be damaged or destroyed by fire or other casualty, Tenant shall give
prompt written notice thereof to Landlord ("Tenant's Notice of Damage").

         10.2 Options to Terminate if Damage to Demised Premises is Substantial.
Upon receipt of Tenant's Notice of Damage, Landlord shall promptly proceed to
determine the nature and extent of the damage or destruction and to estimate the
time necessary to repair or restore the Demised Premises. As soon as reasonably
possible, Landlord shall give written notice to Tenant stating Landlord's
estimate of the time necessary to repair or restore the Demised Premises
("Landlord's Notice of Repair Time"). If Landlord reasonably estimates that
repair or restoration of the Demised Premises cannot be completed within two
hundred forty (240) days from the time of Landlord's Notice of Repair Time,
Landlord and Tenant shall each have the option to terminate this Lease. If,
however, the damage or destruction was caused by the act or omission of Tenant
or Tenant's officers, employees, agents, guests or invitees or of anyone
claiming by, through or under Tenant, Landlord shall have the option to
terminate this Lease if Landlord reasonably estimates that the repair or
restoration cannot reasonably be completed within two hundred forty (240) days
from the time of Tenant's Notice of Damage, but Tenant shall not have the option
to terminate this Lease. Any option granted hereunder shall be exercised by
written notice to the other party given within ten (10) days after Landlord's
Notice of Repair Time. If either Landlord or Tenant exercises its option to
terminate this Lease, the Lease Term shall expire thirty (30) days after the
notice by either Landlord or Tenant exercising such party's option to terminate
this Lease. Following termination of this Lease under the provisions hereof,
Landlord shall refund to Tenant such amounts of Basic Rent and Additional Rent
theretofore paid by Tenant as may be applicable to the period subsequent to the
time of Tenant's Notice of Damage less the reasonable value of any use or
occupation of the Demised Premises by Tenant subsequent to the time of Tenant's
Notice of Damage.

         10.3 Damage to Building. If the Building shall be damaged or destroyed
by fire or other casualty (whether or not the Demised Premises are affected) to
the extent of fifty percent (50%) or more of the replacement value of the
Building, and within thirty (30) days after the happening of such damage
Landlord shall decide not to reconstruct or rebuild the Building, then upon
written notice to Tenant within such thirty (30) days, this Lease shall
terminate and Landlord shall refund to Tenant such amounts of Basic Rent and
Additional Rent paid by Tenant for the period after such damage less the
reasonable value of any use or occupation of the Demised Premises by Tenant
during such period.

         10.4 Obligations to Repair and Restore. If repair and restoration of
the Demised Premises can be completed within the period specified in Section
10.2, in Landlord's reasonable estimation, or if neither Landlord nor Tenant
terminate this Lease as provided in Sections 10.2 or 10.3, this Lease shall
continue in full force and effect and Landlord shall proceed forthwith to cause
the Demised Premises to be repaired and restored with reasonable diligence and
there shall be an abatement of Basic Rent and Additional Rent proportionate to
the extent of the space and period of time that Tenant is unable to use and
enjoy the Demised Premises. Landlord may, at its option, require Tenant to
arrange for and supervise the repair and restoration of the Demised Premises, in
which case Landlord shall furnish Tenant with the insurance proceeds for such
repair and restoration at the time or times such funds are needed, provided that
such proceeds are sufficient to cover the costs of repair or restoration.

         10.5 Application of Insurance Proceeds. The proceeds of any Casualty
Insurance maintained on the Demised Premises, other than casualty insurance
maintained by Tenant on fixtures and personal



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property of Tenant, shall be paid to and become the property of Landlord,
subject to any obligation of Landlord to cause the Demised Premises to be
repaired and restored and further subject to any rights of a holder of a
mortgage or deed of trust encumbering the Property to such proceeds. Landlord's
obligation to repair and restore the Demised Premises provided in this Article
10 is limited to the repair and restoration that can be accomplished with the
proceeds of any Casualty Insurance maintained on the Demised Premises. The
amount of any such insurance proceeds is subject to any right of a holder of a
mortgage or deed of trust encumbering the Property to apply such proceeds to its
secured debt.

                                   ARTICLE 11
                                  CONDEMNATION

         11.1 Taking -- Substantial Taking -- Insubstantial Taking. A "Taking"
shall mean the taking of all or any portion of the Demised Premises as a result
of the exercise of the power of eminent domain or condemnation for public or
quasi-public use or the sale of all or part of the Demised Premises under the
threat of condemnation. A "Substantial Taking" shall mean a Taking of twenty
five percent (25%) or more of the area (in square feet) of either the Demised
Premises or the Building. An "Insubstantial Taking" shall mean a Taking that
does not constitute a Substantial Taking.

         11.2 Termination on Substantial Taking. If there is a Substantial
Taking with respect to the Demised Premises or the Building, the Lease Term
shall expire on the date of vesting of title pursuant to such Taking. In the
event of termination of this Lease under the provisions hereof, Landlord shall
refund to Tenant such amounts of Basic Rent and Additional Rent theretofore paid
by Tenant as may be applicable to the period subsequent to the time of
termination of this Lease.

         11.3 Restoration on Insubstantial Taking. In the event of an
Insubstantial Taking, this Lease shall continue in full force and effect,
Landlord shall proceed forthwith to cause the Demised Premises, less such
Taking, to be restored as near as may be to the original condition thereof and
there shall be abatement of Basic Rent and Additional Rent proportionate to the
extent of the space so taken. Landlord may, at its option, require Tenant to
arrange for and handle the restoration of the Demised Premises, in which case
Landlord shall furnish Tenant with sufficient funds for such restoration at the
time or times such funds are needed.

         11.4 Right to Award. The total award, compensation, damages or
consideration received or receivable as a result of a Taking ("Award") shall be
paid to and be the property of Landlord, including, without limitation, any part
of the Award made as compensation for diminution of the value of the leasehold
or the fee of the Demised Premises. Tenant hereby assigns to Landlord, all of
Tenant's right, title and interest in and to any such Award. Tenant covenants
and agrees to execute, immediately upon demand by Landlord, such documents as
may be necessary to facilitate collection by Landlord of any such Award.
Notwithstanding Landlord's right to the entire Award, Tenant shall be entitled
to any separate award, if any, for the loss of Tenant's personal property or the
loss of Tenant's business and profits.

                                   ARTICLE 12
                               DEFAULTS BY TENANT

                The occurrence of any one or more of the following events shall
constitute a "Default by Tenant" of this Lease:

         12.1 Failure to Pay Rent or Other Amounts. A Default by Tenant shall
exist if Tenant fails to pay Monthly Rental (or any portion thereof), Basic
Rent, Additional Rent, Monthly Deposits, or any other



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amounts payable by Tenant under the terms of this Lease, within three (3) days
after such rental or amount is due.

         12.2 Nonoccupancy of Demised Premises. A Default by Tenant shall exist
if Tenant shall fail to occupy and use the Demised Premises within thirty (30)
days after commencement of the Lease Term or shall leave the Demised Premises
continuously unoccupied and shall vacate and abandon the Demised Premises.

         12.3 Transfer of Interest Without Consent. A Default by Tenant shall
exist if Tenant's interest under this Lease or in the Demised Premises shall be
transferred to or pass to or devolve upon any other party without Landlord's
prior written consent.

         12.4 Execution and Attachment Against. A Default by Tenant shall exist
if Tenant's interest under this Lease or in the Demised Premises shall be taken
upon execution or by other process of law directed against Tenant, or shall be
subject to any attachment at the instance of any creditor or claimant against
Tenant and said attachment shall not be discharged or disposed of within thirty
(30) days after the levy thereof.

         12.5 Bankruptcy or Related Proceedings. A Default by Tenant shall exist
if Tenant shall file a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any similar act of any state, or shall voluntarily take advantage of any
such law or act by answer or otherwise, or shall be dissolved or shall make an
assignment for the benefit of creditors or if involuntary proceedings under any
such bankruptcy or insolvency law or for the dissolution of Tenant shall be
instituted against Tenant or a receiver or trustee shall be appointed for the
Demised Premises or for all or substantially all of the property of Tenant, and
such proceedings shall not be dismissed or such receivership or trustee-ship
vacated within sixty (60) days after such institution or appointment.

         12.6 Violation of Lease Terms. A Default by Tenant shall exist if
Tenant breaches or fails to comply with any agreement, term, covenant or
condition in this Lease applicable to Tenant (other than those referred to in
Sections 12.1 through 12.5 above), and Tenant does not cure such breach or
failure within thirty (30) days after notice thereof by Landlord to Tenant, or,
if such breach or failure to comply cannot be reasonably cured within such
30-day period, if Tenant shall not in good faith commence to cure such breach or
failure to comply with such 30-day period or shall not diligently proceed
therewith to completion with sixty (60) days following the occurrence of the
breach or failure.

                                   ARTICLE 13
                               LANDLORD'S REMEDIES

         13.1 Remedies Generally. Upon the occurrence of any Default by Tenant,
Landlord shall have the right, at Landlord's election, then or at anytime
thereafter, to exercise any one or more of the following remedies:

                13.1.1 Cure by Landlord. In the event of a Default by Tenant,
Landlord may, at Landlord's option, but without obligation to do so, and without
releasing Tenant from any obligations under this Lease, make any payment or take
any action as Landlord may deem necessary or desirable to cure any such Default
by Tenant in such manner and to such extent as Landlord may deem necessary or
desirable. Landlord may do so without demand on, or written notice to, Tenant
and without giving Tenant any opportunity to cure such Default by Tenant. Tenant
covenants and agrees to pay to Landlord, within ten (10) days after demand, all
advances, costs and expenses of Landlord in connection with the making of any


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such payment or the taking of any such action, including reasonable attorneys'
fees, together with interest as hereinafter provided from the day of payment of
any such advances, costs and expenses by Landlord. Action taken by Landlord may
include commencing, appearing in, defending or otherwise participating in any
action or proceedings and paying, purchasing, contesting or compromising any
claim, right, encumbrance, charge or lien with respect to the Demised Premises
that Landlord, in its discretion, may deem necessary or desirable to protect its
interest in the Demised Premises and under this Lease.

                13.1.2 Termination of Lease and Damages. In the event of a
Default by Tenant, Landlord may terminate this Lease, effective at such time as
may be specified by written notice to Tenant, and demand (and, if such demand is
refused, recover) possession of the Demised Premises from Tenant. Tenant shall
remain liable to Landlord for damages in an amount equal to the Basic Rent,
Additional Rent and other sums that would have been owing by Tenant hereunder
for the balance of the term, had this Lease not been terminated, less the net
proceeds, if any, of reletting of the Demised Premises by Landlord subsequent to
such termination, after deducting all Landlord's expenses in connection with
such recovery of possession or reletting. Landlord shall be entitled to collect
and receive such damages from Tenant on the days on which the Basic Rent,
Additional Rent and other amounts would have been payable if this Lease had not
been terminated. Alternatively, at the option of Landlord, Landlord shall be
entitled to recover forthwith from Tenant, as damages for loss of the bargain
and not as a penalty, an aggregate sum that, at the time of such termination of
this Lease, represents the excess, if any, of (a) the aggregate of the Basic
Rent, Additional Rent and all other sums payable by Tenant hereunder that would
have accrued for the balance of the Lease Term, over (b) the aggregate rental
value of the Demised Premises for the balance of the Lease Term, both discounted
to present worth at the then applicable federal rate.

                13.1.3 Repossession and Reletting. In the event of Default by
Tenant, Landlord may reenter and take possession of the Demised Premises or any
part thereof, without demand or notice, and repossess the same and expel Tenant
and any party claiming by, under or through Tenant, and remove the effects of
both, without breach of the peace, without being liable for prosecution on
account thereof or being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of rent or right to bring any proceeding
for breach of covenants or conditions. No such reentry or taking possession of
the Demised Premises by Landlord shall be construed as an election by Landlord
to terminate this Lease unless a written notice of such intention is given to
Tenant. No notice from Landlord hereunder or under a forcible entry and detainer
statute or similar law shall constitute an election by Landlord to terminate
this Lease unless such notice specifically so states. Landlord reserves the
right, following any reentry or reletting, to exercise its right to terminate
this Lease by giving Tenant such written notice, in which even the Lease will
terminate as specified in said notice. After recovering possession of the
Demised Premises, Landlord may, from time to time, but shall not be obligated
to, relet the Demised Premises, or any part thereof, for the account of Tenant,
for such term or terms and on such conditions and upon such other terms as
Landlord, in its uncontrolled discretion, may determine. Landlord may make such
repairs, alterations or improvements as Landlord may consider appropriate to
accomplish such reletting, and Tenant shall reimburse Landlord upon demand for
all costs and expenses, including brokers' commissions and attorneys' fees, that
Landlord may incur in connection with such reletting. Landlord may collect and
receive the rents for such reletting but Landlord shall in no way be responsible
or liable for any failure to relet the Demised Premises, or any part thereof, or
for any failure to collect any rent due upon such reletting. Notwithstanding
Landlord's recovery of possession of the Demised Premises, Tenant shall continue
to pay on the dates herein specified, the Basic Rent, Additional Rent and other
amounts that would be payable hereunder if such repossession had not occurred.
Upon the expiration or earlier termination of this Lease, Landlord shall refund
to Tenant any amount, without interest, by which the amounts paid by Tenant,
when added to the net amount, if any, recovered by Landlord through any
reletting of the Demised Premises, exceeds the amounts payable by Tenant under
this Lease. If, in connection with any reletting, the new lease term extends
beyond the


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existing term, or the premises covered thereby include other premises not part
of the Demised Premises, a fair apportionment of the rent received from such
reletting and the expenses incurred in connection therewith will be made in
determining the net amount recovered from such reletting.

                13.1.4 Security Interest. Tenant hereby grants to Landlord,
pursuant to Article 9 of the Colorado Uniform Commercial Code ("UCC"), a
security interest in all personal property and fixtures of Tenant now or
hereafter located on the Demised Premises as security for the performance of
Tenant's obligations under this Lease. Tenant covenants and agrees, upon request
by Landlord from time to time, to execute and deliver such financing statements
as may be necessary or desirable to perfect the security interest hereby
granted. In the event of a Default by Tenant, Landlord shall have the rights and
remedies set forth in Article 9 of the Colorado UCC.

                13.1.5 Suits by Landlord. Actions or suits for the recovery of
amounts and damages payable under this Lease may be brought by Landlord from
time to time, at Landlord's election, and Landlord shall not be required to
await the date upon which the Lease Term would have expired to bring any such
action or suit.

                13.1.6 Recovery of Landlord Enforcement Costs. All costs and
expenses incurred by Landlord in connection with collecting any amounts and
damages owing by Tenant pursuant to the provisions of this Lease or to enforce
any provision of this Lease, including reasonable attorneys' fees, whether or
not any action is commenced by Landlord, shall be paid by Tenant to Landlord
upon demand.

                13.1.7 Administrative Late Charge. Other remedies for nonpayment
of rent notwithstanding, if the Monthly Rental, Monthly Deposit or Additional
Rent is not received by Landlord on or before the third day of the month for
which such rental or deposit is due, or if any other payment due Landlord by
Tenant is not received by Landlord on or before the last day of the month next
following the month in which Tenant was invoiced, a one-time administrative late
charge of five percent (5%) of such past due amount shall become immediately due
and payable in addition to such amounts owed under this Lease to help defray the
additional cost to Landlord for processing such late payments.

                13.1.8 Interest on Past-Due Payments and Advances. Tenant
covenants and agrees to pay to Landlord interest at the rate of twenty one
percent (21%) per annum, compounded on a monthly basis, on the amount of any
Basic Rent, Monthly Deposit, Additional Rent or other charges not paid when due,
from the date due and payable, and on the amount of any payment made by Landlord
required to have been made by Tenant under this Lease and on the amount of any
costs and expenses, including reasonable attorneys' fees, paid by Landlord in
connection with the taking of any action to cure any Default by Tenant, from the
date of making any such payment or the advancement of such costs and expenses by
Landlord.

                13.1.9 Landlord's Bankruptcy Remedies. Nothing contained in this
Lease shall limit or prejudice the right of Landlord to prove and obtain as
liquidated damages in any bankruptcy, insolvency, receivership, reorganization
or dissolution proceeding, an amount equal to the maximum allowable by any
statute or rule of law governing such proceeding in effect at the time when such
damages are to be proved, whether or not such amount be greater, equal or less
than the amounts recoverable, either as damages or rent, under this Lease.

         13.2 Remedies Cumulative. Exercise of any of the remedies of Landlord
under this Lease shall not prevent the concurrent or subsequent exercise of any
other remedy provided for in this Lease or otherwise available to Landlord at
law or in equity.



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                                   ARTICLE 14
                           SURRENDER AND HOLDING OVER

         14.1 Surrender upon Lease. Upon the expiration or earlier termination
of this Lease, or on the date specified in any demand for possession by Landlord
after any Default by Tenant, Tenant covenants and agrees to surrender possession
of the Demised Premises to Landlord broom clean, with all lighting, doors, and
electrical and mechanical systems (including, without limitation, all HVAC
facilities) in good working order and condition, all walls in clean condition
and holes or punctures in the walls repaired, and otherwise in the same
condition as when Tenant first occupied the Demised Premises, ordinary wear and
tear excepted.

         14.2 Holding Over. If Tenant shall hold over after the expiration of
the Lease Term, without written agreement providing otherwise, Tenant shall be
deemed to be a Tenant at sufferance, at a monthly rental, payable in advance,
equal to two hundred percent (200%) of the Monthly Rental, and Tenant shall be
bound by all of the other terms, covenants and agreements of this Lease,
including without limitation the obligation to pay Additional Rent. Nothing
contained herein shall be construed to give Tenant the right to hold over at any
time, and Landlord may exercise any and all remedies at law or in equity to
recover possession of the Demised Premises, as well as any damages incurred by
Landlord, due to Tenant's failure to vacate the Demised Premises and deliver
possession to Landlord as herein provided.

                                   ARTICLE 15
                                  MISCELLANEOUS

         15.1 No Implied Waiver. No failure by Landlord to insist upon the
strict performance of any term, covenant or agreement contained in this Lease,
no failure by Landlord to exercise any right or remedy under this Lease, and no
acceptance of full or partial payment during the continuance of any Default by
Tenant, shall constitute a waiver of any such term, covenant or agreement, or a
waiver of any such right or remedy, or a waiver of any such Default by Tenant.

         15.2 Survival of Provisions. Notwithstanding any termination of this
Lease, the same shall continue in force and effect as to any provisions hereof
that require observance or performance by Landlord or Tenant subsequent to
termination.

         15.3 Covenants Independent. This Lease shall be construed as if the
Covenants herein between Landlord and Tenant are independent, and not dependent,
and Tenant shall not be entitled to any offset against Landlord if Landlord
fails to perform its obligations under this Lease.

         15.4 Covenants as Conditions. Each provision of this Lease performable
by Tenant shall be deemed both a covenant and a condition.

         15.5 Tenant's Remedies. Tenant may bring a separate action against
Landlord for any claim Tenant may have against Landlord under this Lease,
provided that Tenant shall first give written notice thereof to Landlord and
shall afford Landlord a reasonable opportunity to cure any such default. In
addition, Tenant shall send notice of such default by certified or registered
mail, postage prepaid, to the holder of any mortgage or deed of trust covering
the Demised Premises, the Property or any portion thereof of whose address
Tenant has been notified in writing, and shall afford such holder a reasonable
opportunity to cure any default on Landlord's behalf. In no event will Landlord
be responsible for any incidental, consequential or special damages incurred by
Tenant, including, but not limited to, loss of profits or interruption of
business as a result of any default by Landlord hereunder.




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         15.6 Binding Effect. This Lease shall extend to and be binding upon the
heirs, executors, legal representatives, successors and assigns of the
respective parties hereto. The terms, covenants, agreements and conditions in
this Lease shall be construed as covenants running with the Land.

         15.7 Short Form Lease. This Lease shall not be recorded, but Tenant
agrees, at the request of Landlord, to execute a short form lease for recording,
containing the names of the parties, a description of the Demised Premises and
the Lease Term.

         15.8 Notices and Demands. All notices, demands or billings under this
Lease shall be in writing, signed by the party giving the same and shall be
deemed properly given and received when actually given and received or three (3)
business days after mailing, if sent by registered or certified United States
mail, postage prepaid, addressed to the party to receive the notice at the
address set forth for such party in the first paragraph of this Lease or at such
other address as either party may notify the other of in writing. Any notice by
Tenant to Landlord shall not be effective until a copy thereof shall have been
received by or transmitted in the same manner to Landlord's counsel at the
address set forth in the Summary of Basic Lease Terms or such other address as
Landlord may from time to time notify Tenant in writing.

         15.9 Force Majeure. In the event that Landlord shall be delayed or
hindered in, or prevented from, the performance of any act required hereunder by
reason of strikes, lock-outs, labor troubles, inability to procure materials,
the inability to obtain building inspections, approvals, or permits, stop work
orders, the inability to obtain a certificate of occupancy, failure of power or
unavailability of utilities, riots, insurrection, war or other reason of like
nature not the fault of Landlord, or not within its reasonable control, the
performance of such acts shall be excused for the period of delay, and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay (including extension of both the
commencement and expiration dates of this Lease); provided, however, that if
Tenant is not in any way responsible for the delay and does not have use or
occupancy of the Demised Premises during the period of delay, the rent and other
charges payable hereunder shall be abated for such period of delay.

         15.10 Time of the Essence. Time is of the essence under this Lease, and
all provisions herein relating thereto shall be strictly construed.

         15.11 Captions for Convenience. The headings and captions hereof are
for convenience only and shall not be considered in interpreting the provisions
hereof.

         15.12 Severability. If any provision of this Lease shall be held
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby, and there shall be deemed substituted for the affected provision a
valid and enforceable provision as similar as possible to the affected
provision.

         15.13 Governing Law and Venue. This Lease shall be interpreted and
enforced according to the laws of the State of Colorado. Any action or
proceeding arising out of this Lease, its modification or termination, or the
performance or breach of either party hereto, shall be brought exclusively in
courts of the state and county in which the Property is located. The parties
agree that such courts are a convenient forum and waive any right to alter or
change venue, including removal.

         15.14 Entire Agreement/Further Assurances. This Lease and any exhibits
and addenda referred to herein, constitute the final and complete expression of
the parties' agreement with respect to the Demised Premises and Tenant's
occupancy thereof. Each party agrees that it has not relied upon or regarded as
binding any prior agreements, negotiations, representations, or understandings,
whether oral or written,



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<PAGE>


except as expressly set forth herein. The parties agree that if there should be
any clerical or typographical errors in this Lease, the Summary of Basic Lease
Terms, any exhibit or addendum hereto, the party requested to do so will use its
reasonable, good faith efforts to execute such corrective instruments or do all
things necessary or appropriate to correct such errors. Further, the parties
agree that if it becomes necessary or desirable to execute further instruments
or to make other assurances, the party requested to do so will use its
reasonable, good faith efforts to provide such executed instruments or do all
things reasonably necessary or appropriate to carry out this Lease.

         15.15 No Oral Amendment or Modifications. No amendment or modification
of this Lease, and no approvals, consents or waivers by Landlord under this
Lease, shall be valid and binding unless in writing and executed by the party to
be bound.

         15.16 Real Estate Brokers. Tenant covenants to pay, hold harmless and
indemnify Landlord from and against any and all cost, expense or liability for
any compensation, commissions, charges or claims by any broker or other agent
with respect to this Lease or the negotiation thereof other than the broker(s)
listed as the Broker(s), if any, on the Summary of Basic Lease Terms.

         15.17 Relationship of Landlord and Tenant. Nothing contained herein
shall be deemed or construed as creating the relationship of principal and agent
or of partnership, or of joint venture by the parties hereto, it being
understood and agreed that no provision contained in this Lease nor any acts of
the parties hereto shall be deemed to create any relationship other than the
relationship of Landlord and Tenant.

         15.18 Authority of Tenant. Each individual executing this Lease on
behalf of Tenant represents and warrants that he is duly authorized to deliver
this Lease on behalf of Tenant and that this Lease is binding upon Tenant in
accordance with its terms.



                                      * * *




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<PAGE>


             IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed the day and year first above written.

LANDLORD:                                     TENANT:

Flatiron Industrial Park Company              SpectraLink Corporation




By:
   -----------------------------------        ----------------------------------
         Richard L. Hedges
         Vice President                       Name:
                                                   -----------------------------
         Authorized Agent for Landlord
                                              Title:
                                                    ----------------------------


STATE OF COLORADO          )
                           ) ss
COUNTY OF BOULDER          )

         The foregoing instrument was acknowledged before me this _____ day of
__________________, 20_____ by Richard L. Hedges, as Vice President and
Authorized Agent of ________________________________________.

         Witness my hand and official seal.
         My commission expires:
                               -------------------------------



                                               ---------------------------------
                                               Notary Public

STATE OF _____________              )
                                    ) ss
COUNTY OF ___________               )

         The foregoing instrument was acknowledged before me this _____ day of
__________________, 20__ by ______________________, as __________________of
________________________________.

         Witness my hand and official seal.
         My commission expires:
                               -------------------------------



                                               ---------------------------------
                                               Notary Public

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<PAGE>


                                    EXHIBIT A



                    FLATIRON INDUSTRIAL PARK, FILING 5 LOT 7




Copyright 1999-2003 Flatiron Park Company
<PAGE>


                                    EXHIBIT B

                  LOCATION OF DEMISED PREMISES WITHIN BUILDING




                                 ENTIRE BUILDING


Copyright 1999-2003 Flatiron Park Company
<PAGE>


                                    EXHIBIT C

                  NOTICE OF NON-LIABILITY FOR MECHANICS' LIENS




Pursuant to C.R.S. Section 38-22-105, [Landlord], the owner of these premises,
located at [Building address], Boulder, Colorado, hereby gives notice to all
persons performing labor or furnishing skill, materials, machinery, or other
fixtures in connection with any construction, alteration, removal, addition,
repair or other improvement on or to these premises, that the owner shall not be
liable therefor and the interests of said owner shall not be subject to any lien
for the same.




Copyright 1999-2003 Flatiron Park Company
<PAGE>


                                    EXHIBIT D

                                     FORM OF

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

         THIS AGREEMENT is entered into as of the ______ day of
________________, 20_____, among ____________________________ ("Landlord"),
whose address is c/o Flatiron Park Company, 5540 Central Avenue, Boulder, CO
80301, __________________________________ ("Tenant"), whose address is
__________________________________________, and ____________________________
("Lender"), whose address is _______________________________________________.

                                    RECITALS

         A. Landlord is the owner or the ground lessee of the real property
described on Exhibit A attached hereto (the "Property").

         B. Pursuant to a certain Lease dated __________________, ________ (the
"Lease"), Landlord has leased to Tenant all or a portion of the Property.

         C. Financing for the Property is to be provided by a loan to be made by
Lender to Landlord (the "Loan"). The Loan will be secured, in part, by a Deed of
Trust (the "Deed of Trust") from Landlord to the Public Trustee of Boulder
County, Colorado, for the use and benefit of Lender.

         D. The parties wish to provide for subordination of the Lease to the
Deed of Trust, for the continuation of Tenant's right to occupy the Property so
long as no default exists under the Lease, notwithstanding any foreclosure of
the Deed of Trust, and for Tenant's attornment to any person or entity who may
acquire title to the Property upon or in lieu of foreclosure of the Deed of
Trust.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                              TERMS AND CONDITIONS

         1. Status of Lease. Tenant represents and warrants to Lender that the
Lease has been duly authorized, executed and delivered by Tenant. Landlord and
Tenant each represent and warrant to Lender that the Lease is in full force and
effect and has not been modified or amended in any way, and neither party to the
Lease is in default with respect to such party's obligations under the Lease as
of the date of this Agreement.

         2. Assignment of Landlord's Interest in Lease. Tenant acknowledges
that, pursuant to the Deed of Trust, Landlord has assigned all of the rights and
benefits (but none of the obligations) of Landlord under the Lease to Lender.
Upon notice from Lender that Lender has revoked its revocable waiver of Lender's
rights under the Deed of Trust, and until subsequent notice from Lender to the
contrary, Tenant shall pay all rent and other sums coming due under the Lease
directly to Lender or in accordance with Lender's instructions, notwithstanding
any contrary instruction that Tenant may receive from Landlord. Landlord hereby
expressly authorizes Tenant to make such payments directly to Lender



Copyright 1999-2003 Flatiron Park Company
<PAGE>


and agrees that the rights of Tenant under the Lease will in no way be
prejudiced or impaired by reason of Tenant's compliance with any such notice
from Lender.

         3. Subordination of Lease. Tenant hereby subordinates the Lease, and
all of Tenant's right, title and interest in and to the Property, to the Deed of
Trust and to any and all increases, renewals, modifications, extensions,
substitutions, replacements and/or consolidations of the Deed of Trust. The lien
of the Deed of Trust shall, with respect to all amounts now or at any time
hereafter secured by such lien (including amounts in excess of the principal
face amount of the Note referred to in the Deed of Trust) be senior and superior
in all respects to any interest of Tenant in the Property.

         4. Non-Disturbance. Lender agrees that so long as Tenant is not in
default under the Lease and no right exists under the terms of the Lease whereby
the owner of the Property is entitled to terminate the Lease, the Lease will not
be terminated, and Tenant will not be disturbed in its possession of the
Property, by or as a result of any foreclosure of the Deed of Trust or any
conveyance in lieu of any such foreclosure. Nothing in this paragraph shall
prevent Lender from giving any notice to Tenant required by law in connection
with any such foreclosure, or joining Tenant as a party in any judicial
foreclosure action, but no such notice and no such joinder shall have any effect
inconsistent with the first sentence of this paragraph.

         5. Attornment. Tenant shall attorn to, and recognize as Tenant's
landlord under the Lease, Lender or any other person who may acquire title to
the Property upon foreclosure of the Deed of Trust or by conveyance in lieu of
such foreclosure. The provisions of this paragraph shall be self-executing and
no further writing or other formal act of attornment shall be required, but
Tenant shall, upon the request of any person so acquiring title to the Property,
execute and deliver to such person an instrument in recordable form
acknowledging such attornment, but not otherwise modifying or amending Tenant's
obligations under the Lease. From and after any such attornment, Lender or any
other person who may acquire title to the Property upon or in lieu of a
foreclosure of the Deed of Trust shall be bound to Tenant under all of the
terms, covenants and conditions of the Lease; provided, however, that Lender or
such other person shall not be (a) liable for any act or omission of any prior
landlord (including Landlord); (b) bound by Tenant's payment to any prior
landlord (including Landlord) under the Lease of any rents beyond that due for
the then-current rent period; (c) liable for the return or application of any
security deposits unless Landlord delivers such deposits to Lender or such other
person; (d) bound by any amendment or modification to the Lease made without
Lender's written consent, which consent shall not be unreasonably withheld; or
(e) subject to any offsets or deficiencies that Tenant might be entitled to
assert against any prior landlord (including Landlord).

         6. Notice and Cure Rights. Notwithstanding anything to the contrary in
the Lease, Tenant agrees that it shall not commence any action against Landlord
or otherwise pursue any right or remedy against Landlord in consequence of a
default by Landlord under the terms and provisions of the Lease unless written
notice of such default is given to Lender. Tenant further agrees that Lender
shall have the right, but shall not be obligated, to cure such default on behalf
of Landlord within thirty (30) days after receipt of such notice. Tenant further
agrees not to invoke any of its remedies under the Lease (except in the case of
emergency repairs) unless such default shall remain uncured at the expiration of
the thirty (30) day period after such notice of default is given to Lender, or
if such default cannot reasonably be cured within such thirty (30) day period,
unless the cure of such default is not commenced within such thirty (30) day
period and thereafter prosecuted diligently to completion. In addition to such
notice and cure rights, Tenant agrees that if the Event of Default is one that
Lender cannot reasonably cure, such Event of Default shall be considered
excused.


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<PAGE>


         7. Casualty. Notwithstanding anything to the contrary that may be
contained in the Lease, Lender shall have the right, in its sole discretion, to
apply any insurance proceeds received as a result of any casualty to the
Property to reduce the mortgage or debt owed to Lender.

         8. Responsibility. Neither this Agreement nor the Deed of Trust shall,
prior to Lender's succession to Landlord's interest in the Property, through
foreclosure, assignment in lieu of foreclosure, or a possessory action, operate
to place responsibility for the control, care, management or repair of the
Property upon Lender, or impose upon Lender any responsibility for the
performance of the terms and conditions of the Lease.

         9. Notices. Any notice required or permitted to be given under this
Agreement must be in writing and will be deemed given upon personal delivery, or
on the third business day after mailing by registered or certified United States
mail, postage prepaid, to the appropriate party at such party's address set
forth on the first page of this Agreement. Any party may change such party's
address for future notices by notice to the other parties in accordance with
this paragraph.

         10. Real Covenants; Successors and Assigns. The provisions of this
Agreement shall be real covenants running with title to the Property and to the
leasehold estate created by the Lease, and shall bind and benefit the parties
hereto and their respective successors and assigns.

         11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

                                    LANDLORD:



                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    TENANT:



                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    LENDER:



                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                       3

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<PAGE>


STATE OF COLORADO                   )
                                    )ss.
COUNTY OF __________                )

         The foregoing instrument was acknowledged before me this ______ day of
___________, 20__, by _________________________, as ______________ of
_________________________________.

         Witness my hand and official seal.
         My commission expires:
                               ----------------------



                                               ---------------------------------
                                               Notary Public


STATE OF COLORADO                   )
                                    )ss.
COUNTY OF __________                )

         The foregoing instrument was acknowledged before me this ______ day of
___________, 20__, by _________________________, as ______________ of
_________________________________.

         Witness my hand and official seal.
         My commission expires:
                               ----------------------





                                               ---------------------------------
                                               Notary Public


STATE OF COLORADO                   )
                                    )ss.
COUNTY OF __________                )

         The foregoing instrument was acknowledged before me this ______ day of
___________, 20__, by _________________________, as ______________ of
_________________________________.

         Witness my hand and official seal.
         My commission expires:
                               ----------------------





                                               ---------------------------------
                                               Notary Public


                                       4

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<PAGE>


                                    EXHIBIT E

                                     FORM OF

                   SUBLEASE, ASSUMPTION AND CONSENT AGREEMENT
                        (Sublease of Portion of Premises)



         This Sublease, Assumption and Consent Agreement (this "Agreement") is
entered into this _____ day of ______________, 20___, by and between
________________________________________, a Colorado _____________ ("Landlord"),
______________________________, a ____________ __________________
("Sublandlord") and _______________________________________, a _________
__________________ ("Subtenant").

                                                          RECITALS

         A. Sublandlord is a tenant in ___________________________, located at
__________________________________________, Boulder, Colorado (the "Premises").

         B. Landlord and Sublandlord have entered into a Lease Agreement dated
_____________, 20__, attached hereto as Exhibit A and incorporated herein by
reference (the "Lease"). The term of the Lease extends through ________________,
20__.

         C. Subtenant desires to sublease from Sublandlord and Sublandlord
desires to sublease to Subtenant that portion of the Premises described on
Exhibit B attached hereto (the "Subleased Premises") for the term to commence on
________________, 20__ and continue through ________________, 20__ (the
"Sublease Term").

         D. Sublandlord and Subtenant have entered into a Sublease Agreement for
the Subleased Premises, dated as of _______________, 20___ (the "Sublease"),
which is attached hereto as Exhibit C.

         E. In order to induce Landlord to consent to the Sublease, Subtenant is
willing to assume the obligations of Sublandlord and to be bound by the terms of
the Lease with respect to the Subleased Premises.

         F. Landlord is willing to accept and consent to such sublease and
assumption upon the terms and conditions of this Agreement.

         NOW THEREFORE, in consideration of the payment of rent and the
performance of the covenants and agreements by the parties as hereinafter set
forth, the parties agree as follows:

         1. Sublease and Delivery of the Subleased Premises. Sublandlord
subleases to Subtenant, effective as of the _____ day of _____________, 20__
(the "Effective Date"), all of Sublandlord's right, title and interest in the
Subleased Premises during the Sublease Term. Sublandlord will deliver possession
of the Subleased Premises to Subtenant on the Effective Date.

         2. Assumption and Acceptance of the Subleased Premises. Subtenant
assumes and agrees to perform each and every obligation of Sublandlord under the
Lease that arises on or after the Effective Date


Copyright 1999-2003 Flatiron Park Company

<PAGE>


as to the Subleased Premises. Subtenant will accept the Subleased Premises in
its condition as of the Effective Date and acknowledges that it shall have no
claim against Landlord for any matters arising prior to the Effective Date.

         3. Sublandlord's Representations and Warranties. Sublandlord represents
and warrants that:

              a.  The Lease is in full force and effect, and unmodified, except
         as provided in this Agreement;

              b.  Sublandlord's interest in the Lease is free and clear of any
         liens, encumbrances, or adverse interests of third-parties; and

              c.  Sublandlord possesses the requisite legal authority to assign
         its interest in the Lease.

         4. Sublandlord's and Subtenant's Responsibility for Payment of Rent and
Other Charges. Although Sublandlord shall be responsible to bill Subtenant for
rent and other charges associated with the Subleased Premises, Subtenant agrees
to make all payments directly to Landlord for any rent and all other charges,
fees and expenses payable to Landlord pursuant to the Lease for or attributable
to the Subleased Premises. Sublandlord agrees to make all payments to Landlord
for the rent and all other charges, fees and expenses payable to Landlord
pursuant to the Lease for or attributable to the remaining portion of the
Premises.

         5. Subsequent Amendment of Lease or Sublease. During the Sublease Term,
neither the Lease nor the Sublease may be subsequently amended or modified by
without the express written consent of Landlord, Sublandlord, and Subtenant.

         6. Tenant Improvements. Subtenant shall not make any alterations to the
Subleased Premises or undertake any tenant improvements without obtaining a
prior written approval of Landlord and Sublandlord, pursuant to the Lease.
Subtenant shall be solely responsible for the cost of any modification to the
Subleased Premises and/or restoring the Subleased Premises to its original
condition at the expiration or earlier termination of the Lease or Sublease.

         7. Sublandlord's Responsibility for Obligations Under Lease.
Notwithstanding Subtenant's assumption of Sublandlord's obligations under the
Lease (including obligations relating to the Subleased Premises), Sublandlord
shall remain fully liable, jointly and severally, to Landlord for the
performance of each and every obligation under the Lease, and such assumption
shall in no way release Sublandlord from said obligations.

         8. Enforceability. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns.

         9. Landlord's Consent. Landlord consents to this Agreement on the
express condition that such consent will not be deemed a consent to any
subsequent sublease or assignment but, rather, any subsequent sublease or
assignment will require the consent of Landlord pursuant to the Lease.

         10. Entire Agreement. This Agreement embodies the entire agreement of
Landlord, Sublandlord, and Subtenant with respect to the subject matter
contained herein and supersedes any prior agreements, whether written or oral,
with respect to the subject matter contained herein. This Agreement may be
modified only by written instrument duly executed by Landlord, Sublandlord and
Subtenant.


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         11. Notices. All notices required to be given or desired to be given
hereunder shall be in writing and shall be deemed duly served for all purposes
by delivery in person or by mailing a copy thereof, postage prepaid, addressed
to:

         Landlord:
                          -----------------------------------

                          -----------------------------------

                          -----------------------------------

         Sublandlord:
                          -----------------------------------

                          -----------------------------------

                          -----------------------------------

         Subtenant:
                          -----------------------------------

                          -----------------------------------

                          -----------------------------------

or at such address as such party shall subsequently designate by notice given in
accordance with this paragraph.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

LANDLORD:                                   SUBLANDLORD:

----------------------------------          ------------------------------------



By:                                         By:
   -------------------------------             ---------------------------------

Name:                                       Name:
     -----------------------------               -------------------------------

Title:                                      Title:
      ----------------------------                ------------------------------


SUBTENANT:

----------------------------------



By:
   -------------------------------

Name:
     -----------------------------
Title:
      ----------------------------

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<PAGE>


                                    EXHIBIT F

                                     FORM OF

                  ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
                         (ASSIGNMENT OF ENTIRE PREMISES)


         This Assignment, Assumption and Consent Agreement (this "Agreement") is
entered into this _____ day of ______________, 20___, by and between
________________________, a Colorado ____________ ("Landlord"), [TENANT], a
________ __________________ ("Assignor"), and [NEW TENANT], a __________
_________________("Assignee").


                                    RECITALS

         A. Assignor is a tenant in the building located at
______________________________, Boulder, Colorado (the "Premises").

         B. Landlord and Assignor have entered into a lease dated
___________________________, attached hereto as Exhibit A and incorporated
herein by reference (the "Lease"). The term of the Lease extends through
_______________________.

         C. Assignor desires to assign to Assignee and Assignee desires to
assume from Assignor the Lease for the remainder of the term.

         D. Landlord is willing to accept and consent to such assignment and
assumption upon the terms and conditions set forth herein.

         NOW THEREFORE, in consideration of the payment of rent and the
performance of the covenants and agreements by the parties as hereinafter set
forth, the parties agree as follows:

         1. Assignment and Delivery of the Premises. Assignor assigns to
Assignee, effective as of the ________________________ (the "Effective Date"),
all of Assignor's right, title and interest in the Lease. Assignor shall deliver
possession of the Premises to Assignee on the Effective Date. Any adjustments or
prorations in rent or other charges due under the Lease shall be made between
Assignor and Assignee, and under no circumstances shall Landlord have any
obligation to refund any amounts paid by either Assignor or Assignee as a result
of this Agreement.

         2. Assumption and Acceptance of the Premises. Assignee assumes and
agrees to perform each and every obligation of Assignor under the Lease that
arises on or after the Effective Date. Assignee will accept the Premises in its
condition as of the Effective Date and acknowledges that it shall have no claim
against Landlord for any matters arising prior to the Effective Date.

         3. Assignor's Representations and Warranties. Assignor represents and
warrants that:

              a.  The Lease is in full force and effect, and unmodified, except
         as provided in this Agreement;



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<PAGE>


              b.  Assignor has not sold, conveyed, transferred, assigned,
         encumbered, or granted any lien or interest in the Lease; and

              c.  Assignor possesses the requisite legal authority to assign its
         interest in the Lease.

         4. Subsequent Amendment of Lease. The Lease may not be subsequently
amended or modified by Landlord and/or Assignee without the express written
consent of Assignor. Assignor hereby consents to any subsequent amendment of the
Lease, provided that Assignor is given fifteen (15) days notice of such
amendment and does not object thereto within said fifteen-day period.

         5. Assignor's Responsibility for Obligations Under Lease.
Notwithstanding Assignee's assumption of Assignor's obligations under the Lease,
Assignor shall remain fully liable, jointly and severally, to Landlord for the
performance of each and every obligation under the Lease, and such assumption
shall in no way release Assignor from said obligations. Assignee shall indemnify
and hold harmless Assignor from and against any and all claims of Landlord
pursuant to this Section 5 and pursuant to any obligations under the Lease that
shall accrue from and after the Effective Date.

         6. Enforceability by Landlord and Assignor. The provisions of this
Agreement inure to the benefit of Landlord and Assignor and shall be enforceable
by Landlord and Assignor.

         7. Landlord's Consent to Assignment. Landlord consents to this
Agreement on the express condition that such consent will not be deemed a
consent to any subsequent assignment but, rather, any subsequent assignment or
sublease will require the consent of Landlord pursuant to the Lease. Any
subsequent assignment or sublease of the Lease shall also require the consent of
Assignor, which consent shall not be unreasonably withheld. Assignor hereby
consents to any subsequent assignment or sublease of the Lease provided Assignor
is given fifteen (15) days notice of such assignment or sublease and does not
object thereto within said fifteen-day period.

         8. Security Deposit. Pursuant to the Lease, Assignor has deposited with
Landlord a security deposit in the amount of $____________. Assignor hereby
assigns all right, title, interest, and claim in and to said security deposit to
Assignee, and Landlord shall have no further liability to Assignor with respect
to said security deposit. Landlord shall continue to hold the security deposit
pursuant to the Lease, and at the end of the term of the Lease, shall refund
said security deposit or any portion thereof to Assignee as provided therein.

         9. Additional Rent Reconciliation. Assignee acknowledges that
additional rent payments (triple net charges) paid to Landlord pursuant to the
Lease are estimates only, and are subject to reconciliation by Landlord.
Landlord's annual reconciliation for 20____ will be completed in approximately
April 20____, and a copy of said reconciliation transmitted to Assignee. Any
shortfall in additional rent that is owing to Landlord shall be paid by Assignee
within fifteen (15) days after such reconciliation is transmitted to Assignee,
and any overpayment that is owing by Landlord shall be paid to Assignee at the
time such reconciliation is transmitted. Any adjustment or proration between
Assignor and Assignee with respect to said additional rent reconciliation shall
be the responsibility of Assignor and Assignee, not Landlord.

         10. Entire Agreement. This Agreement embodies the entire agreement of
Landlord, Assignor, and Assignee with respect to the subject matter contained
herein, and this Agreement supersedes any prior agreements, whether written or
oral, with respect to the subject matter contained herein. This Agreement may be
modified only by written instrument duly executed by Landlord, Assignor, and
Assignee.



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<PAGE>

         11. Notices. All notices required to be given or desired to be given
hereunder shall be in writing and shall be deemed duly served for all purposes
by delivery in person or by mailing a copy thereof, postage prepaid, addressed
to:

         Landlord:          c/o Flatiron Park Company
                            5540 Central Avenue
                            Boulder, Colorado  80301

         Assignor:
                            ---------------------------

                            ---------------------------

                            ---------------------------

         Assignee:
                            ---------------------------

                            ---------------------------
                            Boulder, CO  80301

or at such address as such party shall subsequently designate in writing.

         IN WITNESS WHEREOF, the parties have executed this Assignment,
Assumption and Consent Agreement on the day and year first above written.

LANDLORD:                                   ASSIGNOR:

----------------------------------          ------------------------------------



By:                                         By:
   -------------------------------             ---------------------------------

Name:                                       Name:
     -----------------------------               -------------------------------

Title:                                      Title:
      ----------------------------                ------------------------------


ASSIGNEE:


----------------------------------


By:
   -------------------------------

Name:
     -----------------------------

Title:
      ----------------------------



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<PAGE>


                                    EXHIBIT G

                                     FORM OF

                              ESTOPPEL CERTIFICATE



TO:
                  -----------------------------------

                  -----------------------------------

                  -----------------------------------


FROM:
                  -----------------------------------

                  -----------------------------------

                  -----------------------------------

RE:                                                   ("Tenant")
                  -----------------------------------
                                                      (the "Premises")
                  -----------------------------------

Ladies and Gentlemen:

         The undersigned is the (check one) Tenant (_____) or Guarantor (_____)
under that certain lease of the Premises consisting of approximately _____
rentable square feet in the building located at _______________, between Tenant
and Landlord. The undersigned hereby certifies, at the date hereof, as follows:

         1. The lease identified above is that certain Lease, dated as of
_____________, 20__ (the "Lease") with ____________________________ as Landlord.
A true, correct and complete copy of the Lease and all amendments, guaranties,
security agreements, subleases and other related documents are attached hereto
as Schedule 1 and incorporated herein by this reference. Schedule 1 consists of
the following __________________________________________________________________
(describe documents and set forth number of pages). There are no other
agreements or understandings between Landlord and Tenant and/or Guarantor that
relate to the Property.

         2. The Lease sets forth the entire agreement between Tenant and
Landlord with respect to the leasing of the Premises, including but not limited
to all understandings and agreements relating to the construction or
installation of any leasehold improvements by Landlord and to the conditions
precedent to occupancy of the Premises by the undersigned.

         3. Tenant entered into occupancy of the Premises described in the Lease
on __________, 20___, and is in possession of and occupies the Premises for
purposes permitted under the Lease.

         4. The commencement date under the Lease was ______________________,
20___.

         5. The Lease term will expire on _____________, 20___. Tenant has no
rights to renew or extend the term of the Lease or any expansion rights under
the Lease, except those (if any) set forth in the Lease.



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<PAGE>


         6. Tenant has deposited with Landlord the sum of _____________________
Dollars ($_______) in cash as security deposit or for other purposes stated in
the Lease.

         7. No rents or charges have been paid in advance, except for the
following rents or charges that have been paid to the date specified:
_________________Dollars ($__________) paid to _____________, 20___.

         8. The current Monthly Rental is $__________________ per month and the
current total monthly payment for Basic Rent and Monthly Deposits of Additional
Rent is $__________________ per month.

         9. Landlord has not, as an inducement, assumed any of Tenant's
obligations under the Lease and has made no agreements with Tenant covering free
rent, partial rent, rebate of rental payments or any other type of rental
concession, except as follows:

--------------------------------------------------------------------------------

------------------------------------------------------------------------.

         10. The undersigned certifies that Tenant is required to pay a pro rata
share of operating expenses as set forth in the Lease. The undersigned certifies
that Tenant's pro rata share is _______%. In 20__, Tenant paid to Landlord
____________________Dollars ($________) for real property taxes, and
__________________ Dollars ($_______________) for operating expenses. Moreover,
Tenant is required to pay for all utilities including water and sewer used in
and upon the Premises and is responsible for all repairs and maintenance to the
HVAC/mechanical systems.

         11. All Monthly Rental and other rentals under the Lease including the
payment of any taxes, insurance, utilities, common area maintenance payments or
other charges that are currently due have been paid, except
________________________________________________________________; all such
rentals are being paid on a current basis without any claims for offsets or
deductions.

         12. The Lease (including all exhibits) and all related agreements and
documents listed above are duly authorized, executed and delivered by Tenant
and/or Guarantor and are in full force and effect and have not been assigned,
modified, supplemented or amended except as indicated in paragraph 1 above; nor
have the undersigned Tenant's rights in or under such Lease been assigned.

         13. The Lease and the other agreements listed above represent the
entire agreement between the parties as to the Premises.

         14. No person or firm other than Tenant is in possession of the
Premises, and to the best of the undersigned's knowledge, no person or firm
other than Landlord has a future right to the Premises.

         15. The undersigned is not the subject of any pending bankruptcy,
insolvency, debtor's relief, reorganization, receivership or similar
proceedings, nor is the subject of a ruling with respect to any of the
foregoing.

         16. Except as may be specifically set forth in the Lease, Tenant does
not have any right to renew or extend the term of the Lease nor any option or
preferential right to purchase all or any part of the Property or all or any
part of the building of which the Premises is a part, nor any right, title or
interest with respect to the Property other than as Tenant under the Lease.


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<PAGE>


         17. There are no uncured defaults by Landlord under the Lease or any of
the related agreements described above, and Tenant knows of no event or
conditions that if uncured shall with the passage of time or notice or both,
constitute a default by Landlord under the Lease or any of the related
agreements described above. There are no existing defenses or offsets that the
undersigned has against the enforcement of the Lease by Landlord.

         18. The undersigned represents that the improvements and space required
to be furnished according to the Lease have been duly delivered by Landlord and
accepted by Tenant, and the Premises are in good condition and not in need of
repair as of the date of this Estoppel Certificate.

         19. All conditions of the Lease to be performed by Landlord and
necessary to the enforceability of the Lease have, to the undersigned's
knowledge, been satisfied.

         20. As of the date hereof, the condition of the Premises is
satisfactory and adequate.

         21. The undersigned represents that Landlord has not guaranteed the
Lease or any of Tenant's obligations thereunder or otherwise provided Tenant
with inducement that Landlord will pay for Tenant's obligation(s) in the event
that Tenant fails to pay any obligation that Tenant is required to pay under the
terms of the Lease.

         22. The undersigned has been advised that _______________________
intends to sell the Property, including the building in which the Premises is
located to _____________________ or its assigns ("Purchaser"), and that in
connection with such sale transaction, Purchaser intends to enter into a
mortgage loan with ______________________________________________ ("Lender"), or
another reputable lending institution, which loan will be secured by the
Property, including the building, all associated real estate and all tenant
leases in the building. Accordingly, Tenant understands that this Estoppel
Certificate shall be relied upon by Purchaser and by Lender, or by such other
lending institution as may be involved in the mortgage loan transaction.

         23. The undersigned has not dumped, spilled or in any other manner
discharged or deposited any hazardous waste substances on the Property. The
undersigned has received no notice of, and has no knowledge of, any violation or
claimed violation of any law, rule or regulation relating to hazardous waste
substances. The undersigned has not used, and the undersigned has no knowledge
of any use of petroleum distillation or other hazardous material.

         It is understood that you require this Estoppel Certificate from the
undersigned as a condition to the purchase of the Property from Landlord, and
that you are relying on this Estoppel Certificate. After receipt of notice from
Landlord that the sale has been completed, the undersigned will honor the
assignment of Landlord's interest in the Lease.

         Dated this ____ day of _____________, 20___.

TENANT ______GUARANTOR ______
                  (Check one)
                                    --------------------------------------------



                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------



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<PAGE>


STATE OF COLORADO                   )
                                    )ss.
COUNTY OF __________                )

         The foregoing instrument was acknowledged before me this ______ day of
______________, by _________________________, as _________________ of
___________________________________.

         Witness my hand and official seal.
         My commission expires:
                               ----------------------


                                             -----------------------------------
                                             Notary Public


                                       4

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<PAGE>


                                    EXHIBIT H


                       DECLARATION OF PROTECTIVE COVENANTS




                                   [Attached]


Copyright 1999-2003 Flatiron Park Company