EXHIBIT
      10.12

    


    FOREST
      PARK

    


    OFFICE
      BUILDING LEASE

    


    THIS
      LEASE is made and executed this 27th day of September, 2005, between FOREST
      PARK
      REALTY INVESTMENTS, LLC, A Colorado limited liability company (hereinafter
      referred to as "Landlord"), and Patria
      Corporation, Inc. ("Tenant").

    


    
      	 	
              1.

            	
              PREMISES:

            


    

    


    Landlord
      hereby leases to Tenant and Tenant hereby rents from Landlord those certain
      premises designated on the Plan attached hereto as Exhibit "A" (the "Premises"),
      and by this reference made a part hereof, said Premises consisting of
      approximately 1,423
      rentable
      square feet of space comprising of Suite #G-120
      in the
      building and located in the garden level of 5350 Leetsdale Drive, Denver,
      Colorado 80246, (hereinafter the "Building"), together with a non-exclusive
      license, subject to the provisions hereof, to use all appurtenances thereunto,
      including, but not limited to, plaza areas, and any other areas designated
      by
      Landlord for use by tenants of the building. (The Building, plaza areas, other
      areas and appurtenances, plus the real property on which the same is situated
      being more particularly described in Exhibit "B" attached hereto, and by this
      reference made a part hereof are hereinafter collectively sometimes called
      the
      "Building Complex.") Said letting and renting are upon and subject to the terms,
      covenants and conditions set forth herein, and Tenant covenants as a material
      part of the consideration for this Lease to keep and perform each and all of
      said terms, covenants, and conditions by it to be kept and performed, and this
      Lease is made upon the condition of such performance subject to liens,
      covenants, easements and restrictions of record.

    


    
      	 	
              2.

            	
              TERM:

            


    

    


    The
      term
      of this Lease shall commence at 12:00 Noon on November
      1, 2005
      and
      terminate at 12:00 Noon on October
      31, 2010,
      unless
      sooner terminated pursuant to this lease.

    


    
      	
            	3.	
              RENT:

            


    

    


    Subject
      to the provisions hereinafter set forth, Tenant shall pay to Landlord, as base
      rent for the term of this Lease, the sum of Eighty
      Three Thousand Two Hundred Forty five and no/100
      Dollars
      ($83,245.00)
      in coin
      or currency of United States (the "Base Rent") which sum shall be payable in
      sixty
      (60)
      monthly
      installments as follows:

    


    Year
      1
  (11/1/05
      - 10/31/06) = $10.70
      per rsf or $1,268.84/mo.

    Year
      2  (11/1/06
      - 10/31/07) = $11.20
      per rsf or $1,328.13/mo.

    Year
      3  (11/1/07
      - 10/31/08) = $11.70
      per rsf or $1,387.42/mo.

    Year
      4  (11/1/08
      - 10/31/09) = $12.20
      per rsf or $1,446.71/mo.

    Year
      5  (11/1/09
      - 10/31/10) = $12.70
      per rsf or $1,506.00/mo.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Rent
      for
      the first three months (November 2005 through January 2006) in the amount of
      $3,806.52 shall be payable at the time this lease is executed. Thereafter,
      regular rent payments shall continue as of February 1, 2006, plus any excise,
      privilege, gross receipts or sales tax levied on the rentals or the receipt
      thereof by Landlord. If Tenant takes possession not on the first day of the
      month, then the installments of the Base Rent for the first and last months
      of
      the term hereof shall be prorated based upon the number of days during each
      of
      said months that the Lease terms are in effect. All other installments of the
      Base Rent shall be payable on the first day of each calendar month during the
      term hereof. All Base Rent or other rentals or sums due hereunder shall be
      paid
      in advance without deduction or offset at the office of Landlord or to such
      other person or at such other place as Landlord may designate in writing. In
      the
      event that the Base Rents due Landlord are paid later than the fifth day of
      the
      month when due, a late fee of ten percent (10%) of the installment due shall
      be
      due and payable by Tenant as additional rent. The parties agree that calculation
      of the exact costs Landlord will incur if Tenant makes late payments would
      be
      difficult to determine, but will include processing and accounting charges
      and
      late charges which may be imposed upon Landlord under the terms of any mortgage
      or deed of trust constituting a lien on the Premises. The parties agree that
      the
      late fee provided herein is a fair and reasonable estimate of the costs Landlord
      will incur.

     

    


    If
      any
      rents or other amounts owing under this Lease are not paid within twenty (20)
      days after they are due, such amounts shall bear interest at the rate of
      eighteen percent (18%) per annum from the due date of such payment, until
      received by Landlord. Similarly, any amounts paid by Landlord to cure any
      defaults of Tenant under this Lease, which Landlord shall have the right, but
      not the obligation to do, shall, if not repaid by Tenant within ten (10) days
      or
      demand by Landlord thereafter bear interest at the above rate until received
      by
      Landlord.

    


    
      	 	
              4.

            	
              OPERATING
                EXPENSE AND TAX
                ADJUSTMENTS:

            


    

    


    It
      is
      hereby agreed that during each calendar year of the term hereof, Tenant shall
      pay to Landlord Tenant's Prorata Share of the amount of the increase in the
      Operating Expenses and Real Estate Taxes for the immediately preceding calendar
      year over Tenant's Prorata Share of the Base Operating Expenses and Base Real
      Estate Taxes (as herein below defined). It is hereby agreed that the
      determination of increase in Operating Expenses shall be segregated from the
      determination of increase of Real Estate Taxes, and one shall not be netted
      against the other.

    


    A. Tenant's
      Prorata Share:
      Based on
      the premises occupied by Tenant, "Tenant's Prorata Share" shall be equal to
      1.29
      percent
      (1.29%) of the rentable space in the property. At such time, if ever, any space
      is added to the Lease as hereinbelow provided, Tenant's Prorata Share shall
      be
      increased accordingly.

    


    B. Operating
      Expenses and Real Estate Taxes:
      The
      Landlord herewith agrees to expend as its share of Operating Expenses paid
      for
      and sustained by the Landlord during any calendar year an amount not greater
      than the actual expenses in the year 2005, said amount being referred to as
      the
      Base Operating Expenses. This amount shall constitute the maximum payable by
      the
      Landlord as its contribution toward Operating Expenses.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    "Operating
      Expenses" shall mean all operating expenses of any kind or nature with respect
      to the Building Complex and shall include, but not be limited to, the cost
      of
      building supplies; costs incurred in connection with all energy sources for
      the
      Building such as propane, butane, natural gas, steam, electricity, solar energy
      and fuel oil; the costs of water and sewer service, janitorial services, general
      maintenance and repair of the Building Complex, including the heating and air
      conditioning systems and structural components of the Building (as used in
      the
      Lease, "Structural Components" shall mean and include: the structural members
      of
      the Building, all mechanical, electrical, plumbing, heating, and air
      conditioning systems; and elevators); snow removal, trash collection,
      landscaping, maintenance, repair and striping of all parking areas used by
      tenants of the Building; insurance, including fire and extended coverage and
      public liability insurance and any rental insurance and all risk insurance
      (should Landlord decide to carry the same)(but Tenant shall have no interest
      in
      such insurance or the proceeds thereof); labor costs incurred in the operating
      and maintenance of the Building Complex, including wages and other payments;
      costs to Landlord for workmen's compensation and disability insurance, payroll
      taxes and welfare fringe benefits; professional building management fees, legal
      accounting, inspection and consultation fees incurred in connection with the
      Building Complex; any expense attributable to costs incurred by Landlord for
      any
      capital improvements or Structural Component repairs to the Building Complex
      required by any change in the laws, ordinances, rules, regulations or otherwise
      which were not in effect on the date Landlord obtained its building permit
      to
      construct the Building Complex required by any governmental or
      quasi-governmental authority having jurisdiction over the Building Complex,
      which costs shall be amortized over the useful life of the capital improvement
      or Structural Component repaired; capital expenditures or repairs of an energy,
      conservation or security nature, or to accommodate the Americans with
      Disabilities legislation or any expense required by any change in laws, rules,
      regulations, orders or any other governmental or quasi-governmental authority
      having jurisdiction, in which case such expenditures shall be amortized over
      the
      life of the improvements; and any costs incurred by Landlord in making capital
      improvements or other modification to the Building Complex or any part thereof
      which reduces the Operating expenses, which costs shall be amortized over the
      useful life of such improvement or modification; provided, however, the annual
      amortization amount shall not exceed the reduction in Operating Expenses as
      projected by Landlord's accountant for the relevant year, and the amortization
      schedule shall be extended accordingly, if necessary. If the Building is not
      fully occupied during any calendar year, the Operating Expenses for the year
      in
      question shall be adjusted to reflect a ninety-five percent (95%) occupancy
      of
      the Building. Operating Expenses shall expressly exclude costs of maintenance
      and repair reimbursed by insurance proceeds, alterations or other specific
      costs
      attributable solely to other tenants' space in the Building and billed to such
      tenants, leasing commissions, advertising expenses and other costs incurred
      in
      leasing space in the Building, and any interest on borrowed money or debt
      amortization.

    


    Operating
      Expenses shall expressly exclude costs of maintenance and repair reimbursed
      by
      insurance proceeds, alterations or other specific costs attributable solely
      to
      other tenants’ space in the Building Complex, leasing commissions, marketing
      costs, advertising expenses and other costs incurred in leasing space in the
      Complex, depreciation, amortization, any interest on borrowed money or
      debt.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    "Real
      Estate Taxes" shall include: (a) any form of assessment (including any so-called
      "special" assessment), license fee, license tax, business license fee, business
      license tax, commercial rental tax, levy, charge, penalty or tax, imposed by
      any
      authority having the direct power to tax, including any city, county, state
      or
      federal government, or any school, agricultural, lighting, water, drainage
      or
      other improvement or special district thereof, against the Premises, the
      Building or Building Complex, or any legal or equitable interest of Landlord
      therein; (b) any tax on Landlord's right to rent the Premises or against
      Landlord's business of leasing the Premises; and (c) any assessment, tax, fee,
      levy or charge in substitution, partially or totally, of or in addition to
      any
      assessment, tax, fee, levy or charge previously included within the definition
      of Real Estate Taxes which may be imposed by governmental agencies for such
      services as fire protection, street, sidewalk and road maintenance, refuse
      removal and for other governmental services formerly provided without charge
      to
      property owners of occupants. It is the intention of Landlord and Tenant that
      all such new and increased assessments, taxes, fees, levies and charges be
      included within the definition of Real Estate Taxes for purposes of this Lease.
      The following shall also be included within the Lease; provided, however, that
      Tenant shall pay Landlord the entire amount thereof: (i) any tax allocable
      to or
      measured by the area of the Premises or the rental payable hereunder, including
      without limitation, any gross income, privilege, sales or excise tax levied
      by
      the State, any political subdivision thereof, city, municipal or federal
      government, with respect to the receipt of such rental, or upon or with respect
      to the possession, leasing, operating, management, maintenance, alteration,
      repair use or occupancy by Tenant of the premises or any portion thereof, and
      (ii) any tax upon this transaction or any document to which Tenant is a party,
      creating or transferring an interest or an estate in the Premises. "Real Estate
      Taxes" shall not include Landlord's federal or state income, franchise,
      inheritance or estate taxes.

    


    C. Adjustment
      Mechanism -- Operating Expenses and Real Estate Taxes:
      Within
      ninety (90) days after the end of each calendar year, or as close to such date
      as possible, the Landlord shall furnish the Tenant in writing with a comparative
      statement showing the calculations described in this Section 4 above and state
      the increases, if any, in operating expenses for the then current year.
      Commencing with the next month following such statement, the Tenant shall pay
      the Landlord a lump sum equal to one-twelfth (1/12th) of the annual increase
      for
      each month of the immediate preceding calendar year and for each month of the
      current calendar year which has passed since the Commencement Date of this
      Lease. With the same payment, the Tenant shall commence payment to the landlord
      of one-twelfth (1/12th) of the annual increase by adding that amount to the
      regular monthly rent installments. The increased monthly rent installments
      shall
      continue until the Landlord gives the Tenant the next written notice calculating
      any additional rent increases for future calendar years upon which the same
      procedures for payment shall apply. If the total additional rent payments by
      the
      Tenant to the landlord for any further calendar years are found at year end
      to
      vary from the actual additional rents due for that year, the Tenant shall pay
      the Landlord any deficiency as additional rent upon notice of the actual amount,
      and the Landlord shall credit any excess to the next succeeding additional
      rent
      installments becoming due. Any such excess in the least year of the Lease will
      be refunded by the Landlord to the Tenant within sixty (60) days after the
      expiration of the Lease, but only if the Tenant is not in default and has
      vacated the Premises.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    Even
      though the term of this Lease has expired and the Tenant has vacated the
      Premises, when the final determination is made of the Tenant's share of
      Operating Expenses and/or Real Estate Taxes for the year in which this Lease
      terminates, within sixty (60) days the Tenant shall pay any increase due over
      the estimated Operating Expenses and Taxes and conversely, within sixty (60)
      days the Tenant shall be rebated any overpayment due under the estimated
      Operating Expenses and Taxes.

    


    Notwithstanding
      anything contained within this Section to the contrary, Tenant shall not be
      relieved of its obligation to pay to Landlord any amount due pursuant to this
      Section 4 should Landlord fail, for any reason, to provide its comparative
      statement within the time provided for hereinabove.

    


    Notwithstanding
      anything contained in this Section 4, the rental payable by the Tenant shall
      in
      no event be less than the rental specified in Section 3 hereof.

    


    
      	
            	5.	
              CHARACTER
                OF OCCUPANCY:

            


    

    


    The
      Premises are to be used for general offices of a financial institution with
      a
      depository operation (including by way of example and not by way of limitation,
      legal offices and all accounting, billing and administrative tasks associated
      therein) and for no other purpose without the prior written consent of Landlord,
      which consent will not be unreasonably withheld.

    


    Further,
      Tenant shall not use or permit the Premises to be used for any ultra hazardous
      purpose which will increase the existing rate of insurance upon the Building
      or
      the Building Complex, pursuant to insurance regulations of the Colorado State
      Insurance Commissioner, or result in a cancellation of any insurance policy
      covering the building, the Building Complex, or any part thereof, pursuant
      to
      generally accepted insurance industry underwriting procedures; provided,
      however, that if such use is necessary to Tenant's business, Tenant may use
      the
      Premises for such ultra hazardous purpose if Tenant makes arrangements for
      alternative insurance upon the Building and/or the Building Complex equivalent
      to Landlord's existing insurance and Tenant pays all insurance premiums in
      excess of those which would have been due by Landlord under Landlord's
      equivalent alternative insurance. Tenant shall not use any apparatus, machinery
      or device in or about the Premises which shall make any noise or set up any
      vibration, with the exception of security systems, mailing equipment, standard
      depository institution equipment and computers, which will materially disturb
      other tenants. Other than standard office and financial institution equipment
      (including computer equipment), Tenant shall not in any way increase the amount
      of electricity, gas or water agreed to be furnished or supplied under this
      Lease; and Tenant further agrees not to connect with electrical wires or water
      pipes any other apparatus, machinery or device without prior consent of Landlord
      which consent shall not be unreasonably withheld. Tenant shall not commit waste
      nor suffer or permit waste to be committed nor permit any nuisance in or about
      the Premises.

    


    Tenant
      and employees and all persons visiting or doing business with the Tenant in
      the
      Leased Premises shall be bound by and shall observe the Rules and Regulations
      attached to this Lease as Exhibit "C". Landlord may propose and submit to Tenant
      for Tenant's approval such further and other reasonable written rules and
      regulations relating to the Building Complex or the Leased Premises which
      Landlord shall deem appropriate. Such proposed rules and regulations shall
      become effective upon approval by Tenant, which approval shall not be
      unreasonably withheld for a period in excess of thirty (30) days of receiving
      written notice from Landlord of such proposed rules or regulations, giving
      Landlord a written explanation of the basis for Tenant's disapproval. Any such
      additional rules and regulations shall, upon approval by Tenant, be deemed
      to be
      incorporated and formed into this Lease. Any uncured default in the performance
      or observance of the rules and regulations shall be in default hereunder and
      Landlord shall have all remedies provided for in this Lease in the event of
      default by Tenant. Landlord, however, shall not be responsible to Tenant for
      non-observance by any other tenant or person of any such rules and regulations;
      provided, however, that Landlord has and continues to make reasonable efforts
      to
      obtain compliance with such rules and regulations by all other
      tenants.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    Tenant
      shall not use the Premises or permit anything to be done in or about the
      Premises which will, in any way, conflict with any law, statute, ordinance
      or
      governmental rule or regulation now in force or which may hereafter be enacted
      or promulgated.

     

    
      	 	
              6.

            	
              SERVICE
                AND UTILITIES:

            


    

    


    Landlord
      agrees, without charge, except as provided herein, and in accordance with
      standards from time to time prevailing for office buildings in the Metro Denver,
      Colorado area, to use reasonable efforts to furnish water to the Building for
      use in lavatories and drinking fountains (and to the Premises if the plans
      for
      the Premises so provide); to furnish heated or cooled air to the Premises as,
      in
      the judgment of Landlord, may be reasonably required for the comfortable use
      and
      occupancy of the Premises during ordinary business hours (7:00 A.M. to 6:00
      P.M.
      Monday through Friday and 7:00 A.M. to 12:00 Noon Saturday, excluding legal
      holidays); to provide janitorial services for the Premises (except such
      janitorial services as Tenant may elect to supply directly), such janitorial
      services to be provided five (5) times a week, excluding legal holidays; and
      during ordinary business hours to furnish electric current for lighting the
      Premises and public halls. Such janitorial services shall not include an
      obligation by Landlord to provide for the cleaning of private bathrooms nor
      require shampooing of Tenant's floor coverings or cleaning Tenant's draperies
      or
      other improvements which are not defined as building standard. In regard to
      electricity, it is understood that Tenant shall use such electric current only
      for building standard lighting, desktop computers and servers, copiers,
      scanners, facsimiles, modems, and equipment typically used in a depository
      institution, which shall not at any time exceed the capacity of the standard
      watts per square foot guideline established for landlord by its electrical
      consultants, and to the extent that electric current is used for any other
      purpose, including computer areas, Tenant's rent may be increased from time
      to
      time by Landlord in such amounts as Landlord reasonably determines to cover
      the
      actual costs of such increased use. If Tenant shall require water, electric
      current, heat or air conditioning in excess of that usually furnished or
      supplied for use of the Premises as general office space, as determined solely
      by Landlord, Tenant shall first procure the consent of Landlord for the use
      thereof, which consent shall not be unreasonably withheld. Tenant agrees to
      pay
      to Landlord such amounts as Landlord reasonably determines are necessary to
      cover the actual costs of such increased use. In the event of excessive water
      or
      electric use by Tenant, Landlord may, at its option and at Tenant's expense,
      require a water meter or electric current meter to be installed in the premises
      to assist Landlord in determining the amount by which Tenant's rent should
      be
      increased. The cost of such meters and installation, maintenance and repair
      thereof shall be paid for by tenant. Such increases shall be paid monthly.
      Tenant may request Landlord to furnish utilities and services for use by Tenant,
      it customers and employees during times other than normal business hours.
      Landlord shall not unreasonably withhold approval of the request, provided
      Tenant shall pay as additional rent the actual cost of such utilities and
      services and shall comply with Landlord's Rules and Regulations with respect
      to
      use of the utilities and services during extended hours.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    Wherever
      machines or equipment which generate heat either as a prime purpose or as an
      incidental effect are used by Tenant in the Premises which affect the
      temperature otherwise maintained by the air conditioning system, Landlord
      reserves the right to install supplementary air conditioning units in the
      Premises, and the cost therefor, including the cost of installation, operating
      and maintenance thereof shall be paid by Tenant to Landlord upon demand by
      Landlord.

    


    Tenant
      agrees that Landlord shall not be liable for failure to supply any such heating,
      air conditioning, elevator, electrical, janitorial, lighting or other services
      during any period when Landlord uses reasonable diligence to supply such
      services, or during any period Landlord is required to reduce or curtail such
      services pursuant to any applicable laws, rules or regulations nor or hereafter
      in force or effect, it being understood that Landlord may discontinue, reduce
      or
      curtail such services, or any of them (either temporarily or permanently),
      at
      such times as it may be necessary by reason of accident, unavailability of
      employees or materials at reasonable cost, repairs, alterations, improvements,
      strikes, lockouts, riots, acts of God, application of applicable laws, statutes,
      rules and regulations, governmental or utility moratoriums, or curtailments,
      or
      due to any other happening beyond the control of Landlord. In the event of
      any
      such interruption, reduction or discontinuance of Landlord's services (either
      temporary or permanent), Landlord shall not be liable for damages to persons
      or
      property as a result thereof, nor shall the occurrence of any such event in
      any
      way be construed as an eviction of Tenant, or cause or permit an abatement,
      reduction or setoff of rent, or operate to release Tenant from any of Tenant's
      obligations hereunder.

    


    Prior
      to
      delinquency, Tenant shall pay for all telephone, cable and data/ communication
      service, and all other materials and services not expressly required to be
      paid
      by Landlord which may be furnished to or used by Tenant in, on or about the
      Premises during the term of this Lease.

    


    7.    QUIET
      ENJOYMENT:

    


    Subject
      to the liens and the burdens of record, Landlord agrees to warrant and defend
      Tenant in the quiet enjoyment and possession of the Premises during the term
      of
      this Lease so long as Tenant complies with the provisions hereof.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              8.

            	
              MAINTENANCE,
                REPAIRS, ALTERATIONS AND
                ADDITIONS

            


    

    


    A.
      Maintenance
      and Repairs:
      Landlord shall maintain in good order, condition and repair the external and
      structural parts of the Building, heating, ventilating, air conditioning,
      plumbing, sewer and electrical systems of the Building and all other portions
      of
      the Building Complex not the obligation of Tenant or any other tenant in the
      Building; provided, however, that Landlord shall not be liable for any damages
      direct, indirect or consequential, or for damages for personal discomfort,
      illness or inconvenience of the Tenant, or the Tenant's employees, invitees
      or
      other persons by reason of failures of such equipment, facilities or systems
      or
      reasonable delays in the performance of such repairs, replacements and
      maintenance, unless caused by the gross negligence of the Landlord, its
      servants, agents or employees.

    


    Tenant,
      at Tenant's sole cost and expense, except for services furnished by Landlord
      pursuant to Section 6 hereof, shall maintain the Premises in good order,
      condition and repair including the interior surfaces of the ceilings, walls
      and
      floors, all doors, interior windows, all plumbing pipes, electrical wiring,
      switches, fixtures and special items in excess of building standard furnishings
      and equipment installed by or at the expense of Tenant. Tenant expressly waives
      the benefits of any statute, ordinances or other rule of law now or hereafter
      in
      effect which would otherwise afford Tenant the right to make repairs at
      Landlord's expense or to terminate this Lease because of landlord's failure
      to
      keep the Premises in good order, condition and repair.

    


    In
      the
      event Tenant fails to maintain the Premises in good order, condition and repair,
      Landlord shall give Tenant notice to do such acts as are reasonably required
      to
      so maintain the Premises. In the event Tenant fails to promptly commence, upon
      demand by Landlord, such work and diligently prosecute it to completion, then
      landlord shall have the right, but shall not be required, after reasonable
      notice, except in the case of emergency, to do such acts and expend such funds
      as are reasonably required to perform such work. Landlord shall have no
      liability to Tenant for any damage, inconvenience or interference with the
      use
      of the Premises by Tenant as a result of performing any such work. Tenant shall
      pay to Landlord on demand the cost of such work plus fifteen percent
      (15%).

    


    Tenant
      shall pay on demand the cost of replacement of any glass broken on the Leased
      Premises by virtue of the negligence of the Tenant, its employees or invitees,
      including outside windows and doors on the perimeter of the Leased Premises
      during the continuance of this Lease, unless the glass shall be broken by
      Landlord, its employees or agents.

    


    Landlord
      and Tenant shall each do all acts required to comply with all applicable laws,
      ordinances, regulations and rules of any public authority relating to their
      respective maintenance obligations as set forth herein.

    


    B.
      Alterations
      and Additions:
      Tenant
      shall make no alterations, additions or improvements to the Premises or any
      part
      thereof without obtaining the prior written consent of Landlord, which consent
      shall not be withheld if the alterations, additions or improvements are of
      a
      non-structural, non-electrical, or non-mechanical nature or cost less than
      $25,000; provided, however, that all alterations, additions or improvements
      are
      of a quality which equal or exceed the then current building standard and
      further provided that Tenant must notify Landlord of the work to be done in
      advance thereof. Except for the foregoing, Landlord's consent cannot be withheld
      for any reason. Landlord may impose, as a condition to the aforesaid consent,
      such requirements as Landlord may deem necessary in its reasonable discretion,
      including without limitation thereof, the manner in which the work is done,
      a
      right to require Tenant to use Landlord's contractor or a right of approval
      of
      the contractor by whom the work is to be performed, the times during which
      the
      work is to be accomplished, the right to require Tenant to provide Landlord
      with
      plans and specifications in regard to the work, and the right to require Tenant
      to pay Landlord for the cost of reviewing such plans, not to exceed $500 per
      review.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    All
      alterations and additions to the Premises including, by way of illustration
      but
      not by limitation, all partitions, paneling, carpeting, drapes or other window
      coverings and light fixtures (but not including movable office furniture not
      attached to the Building) shall be deemed a part of the real estate and the
      property of Landlord and shall remain upon and be surrendered with the Premises
      as part thereof without molestation, disturbance or injury at the end of said
      term, whether by lapse of time or otherwise, unless Landlord, by notice given
      to
      Tenant no later than thirty (30) days prior to the end of the term, shall elect
      to have Tenant remove all or any of such alterations or additions (which are
      not
      included as Building Standard Improvements) and in such event, Tenant shall
      promptly remove, at its sole cost and expense, such alterations and additions
      and restore the Premises to the condition in which the Premises were prior
      to
      the making of the same, reasonable wear and tear excepted. Notwithstanding
      the
      foregoing, Tenant shall not be required to remove or restore those improvements
      made at the commencement of this Lease and Tenant’s initial improvements made in
      the first year of the Lease term.

    


    If
      Landlord authorizes persons requested by Tenant to perform any alterations,
      repairs, modifications or additions to the Premises, prior to the commencement
      of any such work, Tenant shall on request deliver to Landlord such payment
      and
      performance bonds or other security which Landlord may require, and certificates
      issued by insurance companies qualified to do business in the State of Colorado,
      evidencing that workmen's compensation, public liability insurance and property
      damage insurance, all in amounts, with companies and on forms satisfactory
      to
      Landlord, are in force and effect and maintained by all contractors and
      subcontractors engaged by Tenant to perform such work. All such policies shall
      name Landlord as an additional insured. Each such certificate shall provide
      that
      the same may not be canceled or modified without thirty (30) days prior written
      notice to Landlord. Further, Tenant shall permit Landlord to post the Premises
      so that Landlord may avail itself of the provisions of the Colorado Mechanic's
      Lien Law, and shall comply with all requirements related to prevention of
      mechanic’s liens as stated in Section 10 hereafter.

    


    C.
      Miscellaneous:
      Landlord may, but shall not be obligated to make, any improvements to or repairs
      of any kind or character on the Premises during the term of this Lease, except
      such repairs as may be necessary for normal maintenance operations.
      Notwithstanding the foregoing, Landlord shall repair and maintain the structural
      portions of the Building, including the basic plumbing, air conditioning,
      heating, electrical systems, and elevator systems installed by Landlord, unless
      the conditions requiring such maintenance and repairs is caused in part or
      in
      whole by the act, neglect, fault or omission of any duty by the Tenant, its
      agents, servants, employees or invitees, in which case Tenant shall pay Landlord
      the cost of such maintenance and repairs plus an additional charge of fifteen
      percent (15%) to cover Landlord's overhead, which work shall be performed by
      Landlord and/or its contractors.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    9.    ENTRY
      BY LANDLORD.

    


    Landlord
      and its agents shall have the right to enter the Premises during normal business
      hours (subject, however, to Tenant’s reasonable security requirements which may
      prohibit access except when accompanied by Tenant’s authorized security
      personnel) for the purpose of examining or inspecting the same, to supply
      janitorial services and any other services to be provided by Landlord or Tenant
      hereunder, to obtain access to under-floor ducts, utility access panels, and
      mechanical shafts (which Tenant agrees not to obstruct), to check, calibrate,
      adjust, and balance controls and other parts of the heating, ventilating, and
      climate control system, to show the same to prospective purchasers or tenants
      of
      the Building, and to make such alterations, repairs, improvements or additions
      to the Premises or to the Building of which they are a part as Landlord may
      deem
      necessary or desirable. Landlord shall not be liable to Tenant or be obligated
      to compensate Tenant for any inconvenience which Tenant may experience as a
      result of such entry. In the event of an emergency, if Tenant shall not be
      personally present to open and permit an entry into the Premises at any time
      when such entry by Landlord is necessary or permitted hereunder, Landlord may
      enter by means of a master key without liability to Tenant except for any
      failure to exercise due care for Tenant's property, and without affecting this
      Lease. If, during the last month of the term hereof, Tenant shall have removed
      substantially all of its property therefrom, Landlord may immediately enter
      and
      alter, renovate and redecorate the Premises without elimination or abatement
      of
      rent or incurring liability to Tenant for any compensation. Such entry shall
      not
      be construed as a manifestation by the Landlord of an intent to terminate this
      Lease Agreement. Landlord, during the entire term of this Lease, shall have
      the
      right, upon ninety (90) days' prior written notice to Tenant, to change the
      number, designation or name of the Building without liability to Tenant. Tenant
      shall not, without the prior consent of landlord, change the locks or install
      additional locks on any entry door or doors to the Premises. Tenant shall permit
      Landlord or its agents to exhibit and show the Premises to prospective tenants
      during ordinary business hours during the last six (6) months of the term of
      this Lease or any renewal thereof.

    


    10.    MECHANIC'S
      LIENS:

    


    Tenant
      shall pay or cause to be paid all costs for work done by Tenant or caused to
      be
      done by Tenant on the Premises of a character which will or may result in liens
      on Landlord's interest therein, and Tenant will keep the Premises and Building
      Complex free and clear of all mechanic's liens and other liens on account of
      work done or claimed to have been done for Tenant or persons claiming under
      it.
      Tenant hereby agrees to indemnify, defend and save Landlord harmless of and
      from
      all liability, loss, damage, costs or expenses, including attorneys' fees,
      and
      interest incurred on account of any claims of any nature whatsoever, including
      claims on lien of laborers, materialmen or others for work actually or allegedly
      performed for, or materials or supplies actually or allegedly furnished to,
      Tenant or persons claiming under Tenant. Should any liens be filed or recorded
      against the Premises or any portion of the Building Complex or any action
      affecting the title thereof be commenced, Tenant shall cause such liens to
      be
      removed of record within five (5) days after notice from Landlord. If Tenant
      desires to contest any claim of lien, it shall furnish Landlord with security
      adequate to the Landlord [which shall equal at least one hundred fifty percent
      (150%) of the amount of the claim], plus estimated costs and interest; and
      if a
      final judgment establishing the validity or existence of any lien for any amount
      is entered, and if Tenant shall be in default in paying any charge for which
      a
      mechanic's lien or suit to foreclose a lien has been recorded or filed, and
      shall not have given Landlord security as aforesaid, then Landlord may (but
      without being required to do so) pay such lien or claim and any costs, and
      the
      amount so paid, together with reasonable attorneys' fees incurred in connection
      therewith, shall be immediately due from Tenant to Landlord. Landlord shall
      have
      the right at all times to post and keep posted on the Premises any notices
      permitted or required by law which Landlord shall deem proper for the protection
      of Landlord and the Premises, or any other party having an interest therein,
      from mechanic's and materialmen's liens. Tenant shall give written notice to
      Landlord at least thirty (30) days prior to the commencement of any work
      relating to alterations or additions to the Premises, and if requested by
      Landlord, provide partial lien waivers relating to the work to be performed
      as
      and when the work is performed.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              11.

            	
              DAMAGE
                to PROPERTY, INJURY to PERSONS, and TENANT'S
                INSURANCE:

            


    

    


    Tenant,
      as a material part of the consideration to be rendered to Landlord under this
      Lease, hereby waives all claims of liability Tenant or Tenant's successors
      or
      assigns may have against Landlord, and Tenant hereby indemnifies and agrees
      to
      hold Landlord harmless from and to defend Landlord against any and all claims
      of
      liability for any injury (including death) or damage to any person or property
      whatsoever: (1) occurring in, on or about the Premises or any part thereof;
      and/or (2) occurring in, on or about the Building Complex, to the extent such
      injury or damage is caused in part or in whole by the act, neglect, fault or
      omission to act on the part of Tenant, its agents, contractors, employees,
      or
      invitees. Tenant further indemnifies and agrees to hold Landlord harmless from
      and against any and all claims arising from any breach or default in the
      performance of any obligation on Tenant's part to be performed under the terms
      of this Lease, or arising from any act or negligence of Tenant, or any of its
      agents contractors, employees or invitees from and against all costs, attorney's
      fees, expenses and liabilities incurred in or about any such claim or any action
      or proceeding brought thereon. Landlord shall not be liable to Tenant for any
      damage by or from any act or negligence of any co-tenant or other occupant
      of
      the building, or by any owner or occupant of adjoining or contiguous property.
      Tenant agrees to pay for all damage to the Building Complex, as well as all
      damage to tenants or occupants thereof, caused by Tenant's misuse or neglect
      of
      the Premises or any portion of the Building Complex. If Tenant shall obtain
      risk
      insurance on any of its property, such insurance shall permit Tenant to waive
      any rights of subrogation and Tenant hereby waves such rights.

     

    Neither
      Landlord nor its agents shall be liable for any damage to property entrusted
      to
      Landlord, its agents or employees of the building manager, if any, nor for
      the
      loss or damage to any property by theft or otherwise, by any means whatsoever,
      nor for any injury (including death) or damage to persons or property resulting
      from fire, explosion, falling plaster, steam, gas, electricity, smoke, hail,
      snow, lightning, earthquake, war, water or rain which may leak from any part
      of
      the Building or from the pipes, appliances or plumbing works therein or from
      the
      roof, street or subsurface or from any other place or resulting from dampness
      or
      any other cause whatsoever; provided, however, nothing contained herein shall
      be
      construed to relieve the Landlord from liability for any personal injury
      resulting from its gross negligence or that of its agents, servants or
      employees. Landlord or its agents shall not be liable for interference with
      the
      lights, view or other incorporated hereditaments. Tenant shall give prompt
      notice to Landlord in case of fire or accidents in the Premises or in the
      Building or of defects therein or in the fixtures or equipment.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    In
      case
      any action or proceeding is brought against Landlord by reason of any obligation
      on Tenant's part to be performed under the terms of this Lease, or arising
      from
      any act or negligence of Tenant, or of its agents or employees, Tenant, upon
      notice from Landlord, shall defend the same at Tenant's expense by counsel
      reasonably satisfactory to Landlord. Landlord shall bear all costs associated
      with the defense of any claims to the extent such claims arise from the
      negligence, fault or neglect of Landlord.

    


    Tenant
      agrees to carry and maintain, for the mutual benefit of Landlord and Tenant,
      with Landlord named as an additional insured, during the term of this Lease
      and
      any extension hereof:

    


    A. General
      Public liability insurance against claims for personal injury, sickness or
      disease, including death and property damage in or about the Premises, such
      insurance to afford protection to the limit of not less than $1,000,000.00
      in
      respect to each person, and to the limit of not less than $1,000,000.00 in
      respect to any one occurrence causing bodily injury or death, and to the limit
      of not less than $300,000.00 in respect to property damage.

    


    B. Casualty
      insurance, including extended coverage, sprinkler leakage, and coverage for
      fire
      and smoke damage on all of Tenant's leasehold improvements and personal property
      in or about the Premises or Building, in an amount of not less than ninety
      percent (90%) of the replacement cost. Any proceeds shall be used for the repair
      or replacement of leasehold improvements damaged or destroyed during the term
      of
      this Lease.

    


    C. Workmen's
      compensation insurance insuring Tenant from all claims for personal injury
      and
      death in such amounts as may, from time to time, be sufficient to pay the
      maximum accumulated award allowed by Colorado law.

    


    All
      such
      insurance shall be procured from a responsible insurance company or companies
      authorized to do business in Colorado and otherwise satisfactory to Landlord.
      All such policies shall provide that the same may not be canceled or altered
      except upon thirty (30) days prior written notice to Landlord. Tenant shall
      deliver to Landlord, ten (10) days prior to taking occupancy of the Premises,
      copies of policies or certificates evidencing the existence and amount of such
      insurance with loss payable clauses satisfactory to Landlord. If Tenant fails
      to
      obtain and maintain said insurance, Landlord shall have the right (but not
      the
      obligation) to effect such insurance at the expense of Tenant as additional
      rent. Such payment shall be due with the next monthly rental
      payment.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    12.    DAMAGE
      OR DESTRUCTION TO BUILDING:

    


    In
      the
      event the Premises or the Building is damaged by fire or other insured casualty,
      and the insurance proceeds in an amount sufficient to repair the damages have
      been made available therefor by the holder or holders of any mortgages or deeds
      of trust covering the Building, the damage shall be repaired by and at the
      expense of Landlord to the extent of such insurance proceeds available therefor,
      provided such repairs and restoration can, in Landlord's sole opinion, be made
      within one hundred twenty (120) days after the occurrence of such damage without
      the payment of overtime or other premiums; and until such repairs and
      restoration are completed, the rent shall be abated in proportion to the part
      of
      the Premises which is unusable by Tenant in the conduct of its business. [But
      there shall be no abatement of rent by reason of any portion of the Premises
      being unusable for a period equal to three (3) days or less.] If the damage
      is
      due to the fault or neglect of Tenant or its employees, agents or invitees,
      there shall be no abatement of rent.

    


    Landlord
      agrees to notify Tenant within sixty (60) days after such casualty of its
      estimates that it will be unable to repair and restore the Premises within
      said
      one hundred twenty (120) day period. Such notice will set forth the approximate
      length of time Landlord estimates will be required to complete such repairs
      and
      restoration. Notwithstanding anything to the contrary contained herein, if
      Landlord cannot make such repairs and restoration within said one hundred twenty
      (120) day period, then either party may, by written notice to the other, cancel
      this Lease as of the date of occurrence of such damage, provided such notice
      is
      given to the other party within fifteen (15) days after Landlord notifies Tenant
      of the estimated time for completion of such repairs and restoration. However,
      even if repairs and restoration cannot, in Landlord's sole opinion, be made
      within said one hundred twenty (120) days, Landlord may, at its option, elect
      to
      make such repairs and restoration within a reasonable time, and in such event,
      provided no notice has been given by Tenant evidencing its intent to terminate
      this Lease, this Lease shall continue in effect and the rent shall be
      apportioned in the manner provided above.

    


    Except
      as
      provided in Section 12, there shall be no abatement of rent and no liability
      of
      Landlord by reason of any injury to or interference with Tenant's business
      or
      property arising from the making of any repairs, alterations or improvements
      in
      or to the fixtures, appurtenances and equipment therein. Tenant understands
      the
      Landlord will not carry insurance of any kind on Tenant's furniture and
      furnishings or on any fixtures or equipment removable by Tenant under the
      provisions of this Lease, and that Landlord shall not be obligated to repair
      any
      damage thereto or replace the same. Landlord shall not be required to repair
      any
      injury or damage by fire or other cause, or to make any repairs or replacements
      of improvements installed in the Premises by or for Tenant in excess of building
      standard items originally installed by Landlord, including but not limited
      to
      panels, decorative items, office fixtures, railings, floor coverings or other
      property. Further notwithstanding anything to the contrary contained in this
      Section 12, Landlord shall have no obligation to repair, reconstruct or restore
      the Premises when the damage described in this Section occurs during the last
      twelve (12) months of the term of this Lease or any extension
      thereof.

    


    In
      case
      sufficient insurance proceeds are unavailable or the Building throughout shall
      be so injured or damaged, whether by fire or otherwise, to the extent of thirty
      percent (30%) or more of replacement cost thereof [though said Premises may
      not
      be affected, or if affected, can be repaired within one hundred twenty (120)
      days], the Landlord, within sixty (60) days after the happening of such injury,
      shall decide not to reconstruct or rebuild the Building, then, notwithstanding
      anything contained herein to the contrary, upon notice in writing to that effect
      given by Landlord to Tenant within said sixty (60) days, Tenant shall pay the
      rent, properly apportioned up to the date of the damage; this Lease shall
      terminate from the date of delivery of said written notice; and both parties
      hereto shall be freed and discharged from all further obligations hereunder.
      A
      total destruction of the building shall automatically terminate this
      Lease.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    13.    CONDEMNATION:

    


    If
      any
      portion of the Premises which materially affects Tenant's ability to continue
      to
      use the remainder thereof for the purposes set forth herein, or any portion
      of
      the Building which shall render the Premises untenantable shall be taken by
      right of eminent domain or by condemnation or shall be conveyed in lieu of
      any
      such taking, then this Lease, at the option of either Landlord or Tenant
      exercised by either party giving notice to the other of such termination within
      thirty (30) days after such taking or conveyance, shall forthwith cease and
      terminate, and the rent shall be duly apportioned as of the date of such taking
      or conveyance. Tenant thereupon shall surrender to Landlord the Premises and
      all
      interest therein under this Lease, and Landlord may re-enter and take possession
      of the Premises or remove Tenant therefrom. If any portion of the Premises
      or
      area appurtenant thereto is taken which does not materially affect Tenant's
      right to use the remainder of the Premises for the purpose set forth herein,
      this Lease shall continue in full force and effect, and Landlord shall promptly
      perform any repair or restoration work required to restore the Premises, insofar
      as possible, to its former condition, and the rental owing hereunder shall
      be
      adjusted, if necessary, in such just manner and proportion as the part so taken
      (and its effect on Tenant's ability to the use the remainder of the Premises)
      bears to the whole. In the event of taking or conveyance as described herein,
      Landlord shall receive the entire award or consideration for the lands,
      improvements and value of the leasehold so taken. 

    


    14.    ASSIGNMENT
      AND SUBLETTING:

    


    Tenant
      shall not permit any part of the Premises to be used or occupied by any persons
      other than Tenant, and the employees of Tenant, nor permit any part of the
      Premises to be used or occupied by any licensee or concessionaire, or permit
      any
      persons to be upon the Premises other than Tenant, and their respective
      employees, customers and others having lawful business with them.

    


    Tenant
      shall not assign nor sublet nor part with the possession of all or part of
      the
      Premises without the prior written consent of Landlord; provided, however,
      such
      consent to any assignment or subletting shall not relieve Tenant from its
      obligations as primary obligor (and not as surety or guarantor) for the payment
      of all rental due hereunder and for the full and faithful observance and
      performance of the covenants, terms and conditions herein contained. The sale
      of
      all or a majority of the stock of Tenant, if Tenant is a corporation, shall
      constitute an assignment of the Lease for purposes of this paragraph. Consent
      of
      the Landlord to an assignment or subletting shall not in any may be construed
      to
      relieve the Tenant from obtaining the consent of the Landlord to any further
      assignment or subletting. Nothwithstanding the foregoing, in the event of a
      sale
      of all or substantially all of the assets of Tenant and an assumption of the
      obligations of this Lease by such purchaser, Landlord’s consent shall be deemed
      given and the original tenant hereunder shall be released of its obligations
      hereunder. Landlord’s consent shall not be required if such assignee is an
      entity related to Tenant.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    


    In
      the
      event Tenant should desire to assign this Lease or sublet the Premises or any
      part thereof, Tenant shall give Landlord written notice of such desire at least
      sixty (60) days in advance of the date on which Tenant desires to make such
      assignment or sublease. At this time, Tenant shall submit to Landlord the name
      of the proposed assignee or subtenant and such information as to the nature
      of
      its business and its financial responsibility and standing as Landlord may
      reasonably require, and the effective date of the proposed assignment. Landlord
      shall, within thirty (30) days of receipt of such request and information from
      Tenant, notify Tenant in writing that Landlord elects either:

    


    A.
      To
      terminate the Lease as to the space so affected as of the date so specified
      by
      Tenant in which event Tenant will be relieved of all further obligation
      hereunder as to such space (however if Landlord notifies Tenant that it will
      terminate this lease, Tenant may withdraw its written notice and Landlord shall
      not have the right to terminate this lease); or

    


    B.
      To
      permit Tenant to assign or sublet such space, subject, however, to subsequent
      written approval of the proposed assignee or subtenant by Landlord; provided,
      however, that if the rental rate agreed upon between Tenant and its subtenant
      is
      greater than the rental rate that Tenant must pay Landlord, then such excess
      rental shall be deemed additional rent owed by Tenant to Landlord and shall
      be
      paid by Tenant to Landlord in the same manner that Tenant pays Rent as described
      in Sections 3 and 4 of this Lease; or

    


    C.
      To
      refuse to consent to Tenant's assignment or subleasing such space and to
      continue this Lease in full force and effect as to the entire Leased Premises,
      such consent not to be unreasonably withheld.

    


    If
      Landlord shall fail to notify Tenant in writing of such election within said
      thirty (30) day period, Landlord shall be deemed to have elected option C above.
      Any attempted assignment or sublease by Tenant in violation of the terms and
      covenants of this Section 14 shall be considered a material breach of the Lease
      Agreement.

    


    15.    ESTOPPEL
      CERTIFICATE. 

    


    Tenant
      agrees, prior to its occupancy of the Premises and thereafter, at any time
      and
      from time to time, upon not less than ten (10) days written request by Landlord,
      to execute, acknowledge and deliver to Landlord an estoppel certificate
      certifying that this Lease is unmodified and in full force and effect (or if
      there have been modifications, that the same is in full force and effect as
      modified, and stating the modifications), that there have been no defaults
      thereunder by Landlord or Tenant (or if there have been defaults, setting forth
      the nature thereof), the date to which the rent and other charges have been
      paid
      in advance, if any, and such other matters as reasonably requested by Landlord,
      it being intended that any such statement delivered pursuant to the paragraph
      may be relied upon by any prospective purchaser of all or any portion of
      Landlord's interest herein, or a holder of any mortgage or deed of trust
      encumbering the Building Complex. Tenant's failure to deliver such statement
      within such time shall constitute an event of default (as that term is defined
      elsewhere in this Lease).

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    16.    DEFAULT.

    


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

    


    A.
      The
      failure by Tenant to pay any installment of Base Rent or other charge when
      due,
      including the Expense and Tax Adjustments set forth in Section 4 of this Lease,
      when such failure is not cured within 10 days after receipt by Tenant of written
      notice from landlord of such failure. Time is of the essence of this
      Lease;

    


    B.
      This
      Lease or the estate of Tenant hereunder shall be transferred to or shall pass
      to
      any other person or party except in the manner herein provided;

    


    C.
      This
      Lease or the Premises or any part thereof shall be taken upon execution or
      by
      other process of law directed against Tenant, or shall be taken upon or subject
      to any attachment at the instance of any creditor or claimant against Tenant,
      and said attachment shall not be discharged or disposed of within fifteen (15)
      days after the levy thereof;

    


    D.
      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
      insolvency act of any state, or shall voluntarily take advantage of any such
      law
      or act by answer or otherwise, or shall be dissolved or shall make an assignment
      for the benefit of creditors;

    


    E.
      Involuntary proceedings under any such bankruptcy law or insolvency act for
      the
      dissolution of Tenant shall be instituted against Tenant, or a receiver or
      trustee shall be appointed of all or substantially all of the property of
      Tenant, and such proceeding shall not be dismissed or such receivership or
      trusteeship vacated within sixty (60) days after such institution or
      appointment;

    


    F.
      Tenant
      shall fail to take possession of the Premises within ninety (90) days of the
      term commencement date;

    


    G.
      Tenant
      shall fail to perform any of the other agreements, terms, covenants or
      conditions hereof on Tenant's part to be performed, and such non-performance
      shall continue for a period of ten (10) days after notice thereof by Landlord
      to
      Tenant, or if such performance cannot be reasonably had within such ten (10)
      day
      period, Tenant shall not in good faith have commenced such performance within
      such ten (10) day period and shall not diligently proceed therewith to
      completion; and

    


    H.
      Any
      event described elsewhere in this Lease as an event of default which remains
      uncured after written notice from Landlord to Tenant. Upon the happening of
      any
      event of default as hereinabove described, the Landlord shall have the right,
      at
      its election, then or at any time thereafter and while any such event of default
      shall continue, either:

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    (1)
      To
      give Tenant written notice of intention to terminate this Lease on the date
      of
      such given notice or on any later date specified therein, and on the date
      specified in such notice, whereupon Tenant's right to possession of the Premises
      shall cease, and this Lease shall thereupon be terminated, except as to Tenant's
      liability, as if the expiration of the term fixed in such notice where the
      end
      of the term herein originally demised; or

    


    (2)
      To
      re-enter and take possession of the Premises or any part thereof, and repossess
      the same as of Landlord's former estate and expel Tenant and those claiming
      through or under Tenant, and remove the effects of both or either, using such
      force for such purposes as may be necessary, without being liable for
      prosecution thereof, without being deemed guilty of any manner of trespass,
      and
      without prejudice to any remedies for arrears of rent or preceding breach of
      covenants or conditions. Should Landlord elect to re-enter as provided in the
      Subparagraph (2) or should Landlord take possession pursuant to legal
      proceedings or pursuant to any notice provided for by law, Landlord may, from
      time to time, without terminating this Lease, relet the Premises or any part
      thereof in Landlord's or Tenant's name, but for the account of Tenant, for
      such
      term or terms (which may be greater or less than the period which would
      otherwise have constituted the balance of the term of this Lease) and on such
      conditions and upon such other terms (which may include concessions of free
      rent
      and alteration and repair of the Premises) as Landlord in its reasonable
      discretion, may determine, and Landlord may collect and receive the rents
      therefor. Landlord shall in no way be responsible or liable for any failure
      to
      relet the Premises, or any part thereof, or for any failure to collect any
      rent
      due upon such reletting. No such re-entry or taking possession of the Premises
      by Landlord shall be construed as an election on Landlord's part to terminate
      this Lease unless a written notice of such intention be given to Tenant. No
      notice from Landlord hereunder or under a forcible entry and detainer statute
      or
      similar law shall constitute an election by Landlord to terminate this Lease
      unless such notice specifically so states. Landlord reserves the right following
      any such re-entry and/or reletting to exercise its right to terminate this
      Lease
      by giving Tenant such written notice, in which event the Lease will terminate
      as
      specified in said notice.

     

    In
      the
      event that Landlord does not elect to terminate this Lease as permitted in
      Subparagraph (1) of this Section, but on the contrary, elects to take possession
      as provided in Subparagraph (2) hereof, Tenant shall pay to Landlord (i) the
      rent and other sums as herein provided, which would be payable hereunder if
      such
      repossession had not occurred, less (ii) the net proceeds, if any, of any
      reletting of the Premises after deducting all Landlord's reasonable expenses
      in
      connection with such reletting, including, but without limitation, all
      repossession costs, brokerage commissions, legal expenses, attorneys' fees,
      expenses of employees, alteration and repair costs and expenses of preparation
      for such reletting. If, in connection with any reletting, the new lease term
      extends beyond the existing term, or the premises covered thereby include other
      premises not part of the Premises, a fair apportionment of the rent received
      from such reletting shall be made by Landlord binding on Tenant, and the
      expenses incurred in connection therewith as provided aforesaid will be made
      in
      determining the net proceeds from such reletting, any rent concessions will
      be
      apportioned over the term of the new lease. Tenant shall pay such rent and
      other
      sums to Landlord monthly on the days on which the rent would have been payable
      hereunder if possession had not be retaken and Landlord shall be entitled to
      receive the same from Tenant on each such day.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    Nothing
      herein shall preclude Landlord at its election from recovering, at a minimum,
      the fair rental value of the Premises as damages for the failure of Tenant
      to
      pay the agreed upon rentals.

    


    In
      the
      event, however, the Lease is terminated (except as provided in Section 12 and
      13
      on damage and destruction or condemnation), Tenant shall remain liable to
      Landlord for damages in an amount equal to the rent and other sums which 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 any reletting of the
      Premises by Landlord subsequent to such termination, after deducting all
      Landlord's expenses in connection with such reletting, including, but without
      limitation, the expenses enumerated above. Landlord shall be entitled to collect
      such damages from Tenant monthly on the days on which the rent and other amounts
      would have been payable hereunder if this Lease had not been terminated, and
      Landlord shall be entitled to receive the same from Tenant on each such day.
      Alternatively, at the option of Landlord, in the event this Lease is terminated,
      Landlord shall be entitled to recover forthwith against Tenant as damages for
      loss of the bargain and not as a penalty, an aggregate sum which, at the time
      of
      such termination of this Lease, represents the excess, if any, of the aggregate
      of the rent and all other sums payable by Tenant hereunder that would have
      accrued for the balance of the term over the aggregate rental value of the
      Premises (such rental value to be computed on the basis of a tenant paying
      not
      only a rent to Landlord for the use and occupation of the Premises, but also
      such other charges as are required to be paid by Tenant under the terms of
      this
      Lease) for the balance of such term.

    


    Suit
      or
      suits for the recovery of the amounts and damages set forth hereinafter may
      be
      brought by Landlord, from time to time, at Landlord's election; and nothing
      herein shall be deemed to require Landlord to await the date whereon this Lease
      or the term hereof would have expired by limitation had there been no such
      default by Tenant, or no such termination, as the case may be. Each right and
      remedy provided for in this Lease shall be cumulative and shall be in addition
      to every other right or remedy provided for in this Lease or now or hereafter
      existing at law or in equity or by statute or otherwise, including but not
      limited to, suits for injunctive relief and specific performance. The exercise
      or beginning of the exercise by Landlord of any one or more of the rights or
      remedies provided for in this Lease or now or hereafter existing at law or
      in
      equity or by statue or otherwise shall not preclude the simultaneous or later
      exercise by Landlord of any or all other rights or remedies provided for in
      this
      Lease or now or hereafter existing at law or in equity or by statute or
      otherwise. All costs 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
      from the date any such matter is turned over to an attorney, shall also be
      recoverable by Landlord from Tenant.

    


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

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    Nothing
      contained in this Section shall limit or prejudice the right of Landlord to
      prove and obtain as liquidated damages in any bankruptcy, insolvency,
      receivership, reorganization or dissolution proceeding, an amount equal to
      the
      maximum allowed by any statute or rule or law governing such proceeding and
      in
      effect at the time when such damages are to be proved, whether or not such
      amount be greater, equal to or less than the amounts recoverable, either as
      damages or rent, referred to in any of the preceding provisions of Section
      16.

    


    Notwithstanding
      anything contained hereinabove in Section 16 to the contrary, any such
      proceeding or action involving bankruptcy, insolvency, reorganization,
      arrangement, assignment for the benefit of creditors, or appointment of a
      receiver or trustee, as outlined in Paragraphs D and E above, shall be
      considered to be an event of default only when such proceeding, action or remedy
      shall be taken or brought by or against the then holder of the leasehold estate
      under this Lease.

    


    17.    REFURBISHING
      OF PREMISES:

    


    Landlord
      has agreed to refurbish the Premises only to the extent as more fully set forth
      in the Refurbishing Addendum between Landlord and Tenant attached hereto as
      Exhibit D and incorporated by reference herein. Other than as set forth in
      such
      Refurbishing Addendum, Landlord shall have no obligations for the completion
      of
      the Premises, and Tenant shall accept the Premises in their "as is" condition
      immediately prior to the date of occupancy of the Premises by the Tenant except
      for those items set forth in the estoppel letter received by Landlord from
      Tenant at that time. In any event, Landlord shall not have any obligation to
      repair or replace any portions of the interior of the Premises which are damaged
      or wear out during the term hereof, regardless of the cause therefor, including,
      but not limited to, carpeting, draperies, window coverings, wall covering,
      painting or any of Tenant's property or betterments in the Premises. If the
      Premises are not ready for occupancy on the date upon which the term hereby
      demised is to begin, the rent under this Lease shall not commence until the
      Premises are ready for occupancy, whereupon this Lease, and all of the
      covenants, conditions and agreements herein contained shall be in full force
      and
      effect; and the expiration of the term hereof shall be postponed for an
      equivalent period of time; and the postponement of rent herein provided to
      be
      paid by Tenant for such period prior to the delivery of the Premises to Tenant
      ready for occupancy shall be in full settlement for all claims which Tenant
      might otherwise have by reason of said Premises not being ready for occupancy
      on
      the date of the beginning of the term as set forth herein. Notwithstanding
      the
      foregoing, in the event that the Premises are not ready for occupancy on or
      before April 1, 2006, Tenant may terminate this lease upon written notice to
      Landlord. Tenant may occupy the Premises prior to the commencement of the Lease
      term provided (a) it has obtained Landlord's prior written consent thereto,
      (b)
      it will not hinder in any way the Tenant improvement work, if any, to be
      performed by Landlord and will cooperate with all reasonable requests of workmen
      and Landlord in conjunction therewith and (c) rent for such period shall be
      at
      the monthly rate (prorated accordingly) set forth in Section 3 hereof. Upon
      Tenant's occupancy of the Premises all of the provisions of this Lease shall
      be
      in full force and effect. "Ready for occupancy," as that term is used herein,
      shall mean the date that Landlord shall have substantially completed the
      Premises or any remodeling work to be performed by Landlord to the extent agreed
      to in the Construction Procedures Agreement. The certificate of the architect
      (or other representative of Landlord) in charge of supervising the completion
      of
      remodeling of the Premises shall control conclusively the date upon which the
      Premises are ready for occupancy and the obligation to pay rent begins as
      aforesaid.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    If,
      as a
      result of the postponement of the commencement of the term, the term would
      begin
      other than on the date set forth in Section 2 hereof, the Commencement Date
      shall be postponed and Tenant shall pay proportionate rent at the same monthly
      rate set forth herein (also in advance) for such partial month and all other
      terms and conditions of this Lease shall be in force and effect during such
      partial month. As soon as the term commences, Landlord and Tenant shall execute
      an addendum to this Lease, which may be requested by either party, setting
      forth
      the exact dates of commencement and expiration of the term hereof.

    


    18.    ACCEPTANCE
      OF PREMISES BY TENANT:

    


    Taking
      possession of the Premises by Tenant shall be conclusive evidence as against
      Tenant that said Premises were in the condition agreed upon between Landlord
      and
      Tenant, and acknowledgement of satisfactory completion of the fix-up work which
      Landlord has agreed in writing to perform.

    


    19.    REMOVAL
      OF TENANT'S PROPERTY:

    


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

    


     

    20.    HOLDING
      OVER:

    


    Should
      Tenant, without Landlord's written consent, hold over after the termination
      of
      this Lease, Tenant shall become a tenant from month to month only upon each
      and
      all of the terms herein provided as may be applicable to such month-to-month
      tenancy and any such holding over shall not constitute an extension of this
      Lease. During such holding over, Tenant shall pay rental equal to two hundred
      percent (200%) of the last monthly rental rate (or such lesser amount which
      Landlord may determine) and all the other monetary charges as provided herein.
      Such tenancy shall continue until terminated by Landlord or until Tenant shall
      have given to Landlord a written notice at least thirty (30) days prior to
      the
      date of termination of such monthly tenancy of its intention to terminate such
      tenancy.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    21.    CONTROL
      OF COMMON AREAS.

    


    All
      automobile parking areas, driveways, entrances and exits thereto and other
      facilities furnished by Landlord, including all parking areas, plaza areas,
      truckway or driveways, loading areas, pedestrian walkways and ramps, landscaped
      areas, stairways and other areas and improvements provided by Landlord both
      inside and outside the Building (all of the foregoing are hereinafter
      collectively referred to as "Common Areas") for the general use in common of
      tenants, their officers, employees, agents, invitees, licensees, visitors and
      customers (all of the foregoing are hereinafter collectively referred to as
      "Permitted Users"), shall be at all times subject to the exclusive control
      and
      management of Landlord, and Landlord shall have the right at any time and from
      time to time to establish, modify and enforce reasonable rules and regulations
      with respect to all such Common Areas. Landlord shall have the right to
      construct, maintain and operate facilities within the Common Areas; to employ
      personnel to operate and police same; from time to time to change the area,
      level, location and arrangement of parking areas and other Common Areas; to
      restrict parking by and enforce parking charges (by operation of meters or
      otherwise) against Permitted Users; to close all or any portion of the Common
      Areas to such extent as may, in the opinion of Landlord's counsel, be legally
      sufficient to prevent a dedication thereof or the accrual of any right to any
      person or the public therein; to discourage non-customer parking; to charge
      a
      fee for visitor or customer parking, but Landlord shall not be obligated to
      provide such parking; and to do and perform such other acts in and to the common
      Areas as, in the use of good business judgment, Landlord shall determine to
      be
      advisable with a view to the improvement of the convenience and use thereof
      by
      the Permitted Users. Reference in this Section to parking areas shall in no
      way
      be construed as giving Tenant any rights and/or privileges in connection with
      such parking areas. All expenses incurred by Landlord in the maintenance and
      operation of the Common Areas shall be includable in the definition of
      "Operating Expenses" set forth in Section 4B hereof.

    


    22.    SURRENDER
      AND NOTICE:

    


    Upon
      the
      expiration or other termination of the term of this Lease, Tenant shall promptly
      quit and surrender to Landlord the Premises broom clean, in good order and
      condition, ordinary wear and tear and loss by fire or other casualty (unless
      caused, whether by action or inaction by Tenant, its agents, servants, employees
      or invitees) excepted, and Tenant shall remove all of its movable furniture
      and
      other effects and such alterations, additions and improvements as Landlord
      shall
      require Tenant to remove pursuant to Section 9 hereof. In the event Tenant
      fails
      to vacate the Premises on a timely basis as required, Tenant shall be
      responsible to Landlord for all costs incurred by Landlord as a result of such
      failure, including, but not limited to, any amounts required to be paid to
      third
      parties who were to have occupied the Premises.

    


    23.    SUBORDINATION
      AND ATTORNMENT:

    


    This
      Lease, at Landlord's option, shall be subordinate to any mortgage, deed of
      trust
      (now or hereafter placed upon the Building Complex), ground lease or declaration
      of covenants (hereafter placed upon the Building Complex) regarding maintenance
      and use of any areas contained in any portion of the Building Complex, and
      to
      any and all advances made under any mortgage or deed of trust and to all
      renewals, modifications, consolidations, replacements and extensions hereof.
      Tenant agrees, with respect to any of the foregoing documents, that no
      documentation other than this Lease shall be required to evidence such
      subordination except that in the event that Tenant is required to execute a
      subordination agreement in favor of any lender of the building, Tenant shall
      not
      be required to execute any such subordination unless such lender shall provide
      Tenant with a non-disturbance agreement providing that in the vent of any
      foreclosure, so long as Tenant is not in default, Tenant’s right to possession
      of the Premises shall not be disturbed by any foreclosure. Tenant agrees to
      execute such documents as may be required to effectuate such subordination
      of
      the lien of any mortgage or deed of trust, as the case may be, and by failing
      to
      do so within ten (10) days after written demand, Tenant does hereby make,
      constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and
      in
      Tenant's name, place and stead, to do so. This power of attorney is coupled
      with
      an interest. Tenant hereby attorns to all successor owners of the Building,
      whether or not such ownership is acquired as a result of a sale, through
      foreclosure of a deed of trust or mortgage or otherwise.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    24.    PAYMENTS
      AFTER TERMINATION:

    


    No
      payments of money by Tenant to Landlord after the termination of this Lease,
      in
      any manner, or after giving of any notice of default (other than a demand for
      payment of money) by Landlord to Tenant shall reinstate, continue or extend
      the
      term of this Lease or affect any notice given to Tenant prior to the payment
      of
      such money, it being agreed that after the service of notice of the commencement
      of a suit or other final judgment granting Landlord possession of the Premises,
      Landlord may receive and collect any sums of rent due, or any other sums of
      money due under the terms of this Lease, or otherwise exercise its rights and
      remedies hereunder. The payment of such sums of money, whether as rent or
      otherwise, shall not waive said notice, or in any manner affect any pending
      suit
      or judgment theretofore obtained.

     

    25.    AUTHORITIES
      FOR ACTION AND NOTICE:

    


    A.
      Except
      as herein otherwise provided, Landlord may act in any matter provided for herein
      by and through its building manager or any other person who shall from time
      to
      time be designated by Landlord in writing.

    


    B.
      All
      notices or demand required or permitted to be given to Landlord hereunder shall
      be in writing, and shall be deemed duly served when deposited in the United
      States mail, with proper postage prepaid, certified or registered, return
      receipt requested, addressed to Landlord at its principal office in the
      Building, or at the most recent address of which Landlord has notified Tenant
      in
      writing. All notices or demands required to be given to Tenant hereunder shall
      be in writing, and shall be deemed duly serviced when deposited in the United
      States mail, with proper postage prepaid, certified or registered, return
      receipt requested, addressed to:
      Patria Corporation, Inc., 5350 Leetsdale Drive, Suite #G-120, Denver, CO
      80246.
      If
      Tenant fails to so designate an address, such notice may be mailed to Tenant's
      premises in the Building. Either party shall have the right to designate in
      writing served as above, provided a different address to which notice is to
      be
      mailed. The foregoing shall in no event prohibit notice from being given as
      provided in Rule 4 of the Colorado Rules of Civil Procedure, as the same may
      be
      amended from time to time.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    


    26.    SECURITY
      DEPOSIT:

    


    It
      is
      agreed that Tenant, concurrently with the execution of this Lease, has deposited
      with Landlord and will keep on deposit at all times during the term hereof,
      the
      sum of Twenty
      Five Thousand and no/100
      Dollars
      ($25,000.00),
      the
      receipt of which is hereby acknowledged, as security for the payments by Tenant
      of the rent herein agreed to be paid and for the faithful performance of all
      the
      terms, conditions and covenants of this Lease. If, at any time during the term
      hereof, Tenant shall be in default in the performance of any provisions of
      this
      Lease, Landlord shall have the right to use said deposit, or so much thereof
      as
      is necessary, in payment of any rent in default as aforesaid, reimbursement
      of
      any expense incurred by Landlord in refurbishing the premises and leasing costs,
      and in payment of any damages incurred Landlord by reason of Tenant's default.
      In such event, Tenant shall, on written demand of Landlord, forthwith remit
      to
      Landlord a sufficient amount in cash to restore and deposit to its original
      amount. In the event said deposit has not been utilized as aforesaid, said
      deposit, or as much thereof as has not been utilized for such purposes, shall
      be
      refunded to Tenant, without interest, upon full performance of this Lease by
      Tenant as follows:

    
      
        a. 
          $10,000
          ninety days after tenant takes occupancy, provided the OCC has approved
          the bank
          charter by that date, or upon such approval if delayed beyond the initial
          90
          days of occupancy.

        b. an
          additional $10,000 at the end of the first year of the lease
          term

      

    

    c. $3,500
      at
      the end of the second year of the lease term

    d. the
      balance of $1,500 shall be held by Landlord throughout the duration of the
      lease
      term and refunded in accordance with the provisions of the lease.

    Landlord
      shall have the right to commingle said deposit with other funds of Landlord.
      Landlord may deliver the funds deposited herein by Tenant to any purchaser
      of
      Landlord's interest in the Premises in the event such interest be sold, and
      thereupon Landlord shall be discharged from further liability with respect
      to
      such deposit. If claims of Landlord exceed said deposit, Tenant shall remain
      liable for the balance of such claims.

    


    
      	 	
              27.

            	
              ENVIRONMENTAL
                INDEMNITY

            


    

    


    Tenant,
      its successors, assigns and guarantors shall indemnify, defend, reimburse and
      hold harmless Landlord from and against any and all "Environmental Damages"
      arising from the presence or use of "Hazardous Materials" caused, permitted
      or
      suffered directly by Tenant's use or occupancy of the Leased Premises or arising
      in any manner whatsoever out of the violation by Tenant of any "Environmental
      Requirements" pertaining to the Leased Premises and the activities thereon,
      or
      the breach of any warranty or covenant or the inaccuracy of any representation
      of Tenant contained in this Lease.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    A. "Hazardous
      Materials" means any substance:

    


    a. The
      presence of which requires investigation or remediation under any federal,
      state
      or local statute, regulation, ordinance, order, action, policy or common law;
      or

    


    b. Which
      is
      or becomes defined as "hazardous waste", hazardous 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 ("CERCLA") (42 U.S.C.
§§
9601 et
      seq.)
      and/or
      the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et
      seq.);
      or

    


    c. Which
      is
      toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
      mutagenic or otherwise hazardous and is or becomes regulated by any governmental
      authority or instrumentality of the United States, the State of Colorado or
      the
      county of the Shopping Center, or

    


    d. The
      presence of which in, on or about the Leased Premises causes or threatens to
      cause a nuisance upon the Leased Premises or to adjacent properties or poses
      or
      threatens to pose a hazard to health or safety of persons on or about the Leased
      Premises; or

    


    e. The
      presence of which on adjacent properties could constitute a trespass by Tenant;
      or

    


    f. Without
      limitation which contains gasoline, diesel fuel or other petroleum
      hydrocarbons.

    


    B. "Environmental
      Requirements" means all applicable present and future statutes, regulations,
      rules, ordinances, codes, licenses, permits, orders, approvals and similar
      items
      of all governmental authorities or instrumentalities of the United States,
      Colorado, the county of the Shopping Center location and all applicable
      judicial, administrative and regulatory decrees, judgments or orders relating
      to
      the protection of human health or the environment.

    


    C. "Environmental
      Damages" means all claims, judgments, damages, losses, penalties, fines
      liabilities, encumbrances, liens, costs and expenses of whatever kind or nature,
      contingent or otherwise, matured or unmatured, foreseeable or unforeseeable,
      including without limitation reasonable attorney's and consultants' fees, any
      of
      which are incurred at any time as a result of Tenant's use or occupancy of
      the
      Leased Premises or violation of any Environmental Requirement in, on or about
      the Leased Premises or any portion thereof.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    


    D. The
      obligations of Tenant, its successors, assigns and guarantors in this paragraph
      shall survive the expiration or termination of this Lease.

    


    E. 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 for Environmental Damages in connection with the Leased Premises
      or
      past or present activities of any person thereon, then, within ten (10) days
      of
      becoming aware of or the receipt of notice or other communication, Tenant shall
      deliver to Landlord a written description of same, together with copies of
      any
      supporting documents.

    


    F. Nothing
      contained herein shall obligate Tenant to remediate or indemnify Landlord,
      directly or indirectly through operating expenses for any environmental
      condition existing in, on or under the property at the commencement of this
      lease or caused by anyone unrelated to Tenant.

     

    
      	 	
              28.

            	
              ADA
                COMPLIANCE

            


    

    


    Notwithstanding
      anything to the contrary, Tenant shall be responsible for any alterations,
      modifications or improvements to the premises which may be required under the
      Americans with Disabilities Act (ADA) to the extent such are required as a
      result of any alterations or improvements or additions made to the premises
      by
      or on behalf of Tenant, or as a result of Tenant employing any individual with
      a
      disability as defined by the ADA

    


    29.    MISCELLANEOUS:

    


    A.
      The
      Rules and Regulations attached hereto and marked Exhibit "C", as well as such
      Rules and Regulations may be amended, deleted, modified, altered or enlarged
      by
      Landlord for the safety, care and cleanliness of the Premises and the
      preservation of good order thereon, are hereby expressly made a part hereof;
      and
      Tenant agrees to obey all such rules and regulations. The violation of any
      of
      such rules and regulations by Tenant shall be deemed an event of default of
      this
      Lease by Tenant, affording Landlord all those remedies set out herein. Landlord
      shall not be responsible to Tenant for the nonperformance of any other tenant
      or
      occupant of the building of any of said rules and regulations.

    


    B.
      The
      term "Landlord", as used in this Lease, so far as covenants or obligations
      on
      the part of Landlord are concerned, shall be limited to mean and include only
      the Owner or Owners of the Building at the time in question; and in the event
      of
      any transfer or transfers of the title thereto, Landlord herein named (and
      in
      the case of any subsequent transfers or conveyances, the then grantor) shall
      be
      automatically released from and after the date of such transfer or conveyance,
      of all liability as respects the performance of any covenants or obligations
      on
      the part of Landlord contained in this Lease thereafter to be performed,
      provided that any funds in the hands of Landlord or the then grantor at the
      time
      of such transfer in which Tenant has an interest shall be turned over to the
      grantee; and any amount then due and payable to Tenant by Landlord or the then
      grantor under any provisions of this Lease shall be paid to Tenant.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    


    C.
      Tenant
      agrees that for the purposes of completing or making repairs or alterations
      in
      any portion of the Building, Landlord may use one or more of the street
      entrances, the halls passageways and elevators of the Building, subject to
      Tenant's reasonable right to access the premises at all times.

    


    D.
      This
      Lease shall be construed as though the covenants herein between Landlord and
      Tenant are independent, and not dependent; and Tenant shall not be entitled
      to
      any setoff of the rent or other amounts owing hereunder against Landlord if
      Landlord fails to perform its obligations set forth herein; provided, however,
      the foregoing shall in no way impair the right of Tenant to commence a separate
      action against Landlord for any violation by Landlord of the provisions hereof
      so long as notice is first given to Landlord and an opportunity granted to
      Landlord to correct such violation.

    


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

    


    F.
      The
      captions of each Section are added as a matter of convenience only and shall
      be
      considered of no effect in the construction of any provision or provisions
      of
      this Lease.

     

    G.
      Except
      as herein specifically set forth, all terms, conditions and covenants to be
      observed and performed by the parties hereto shall be applicable to and binding
      upon their respective heirs, administrators, executors, successors and assigns.
      The terms, conditions and covenants hereof shall also be considered to be
      covenants running with the land and shall inure to the benefit of and be binding
      upon the parties hereto and their respective successors and permitted
      assigns.

    


    H.
      Tenant
      specifically agrees to look solely to Landlord's interest in the Building for
      recovery of any judgment from the Landlord, it being agreed that Landlord shall
      never be personally liable for any such judgment, including any personal assets
      of the partnership comprising of Landlord or any assets of the individual
      partners of the partnership forming "Landlord." The provision contained in
      the
      foregoing sentence is not intended to, and shall not, limit any right that
      Tenant might otherwise have to obtain injunctive relief against Landlord or
      Landlord's successors in interest or any suit or action in connection with
      enforcement or collection of amounts which may become owing or payable under
      or
      on account of insurance maintained by Landlord.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    


    I.
      No act
      or thing done by Landlord or Landlord's agent during the term hereof, including,
      but not limited to, any agreement to accept surrender of the Premises or to
      amend or modify this Lease, shall be deemed to be binding upon Landlord unless
      such act or things shall be by a party designated in writing by Landlord as
      so
      authorized to act. The delivery of keys to Landlord, or Landlord's agent,
      employees or officers shall not operate as a termination of this Lease or a
      surrender of the Premises. No payment by Tenant, or receipt by Landlord, of
      a
      lesser amount than the monthly rent herein stipulated, shall be deemed to be
      other than on account of the earliest stipulated rent, nor shall any endorsement
      or statement on any check or any letter accompanying any check, or payment
      as
      rent, be deemed an accord and satisfaction; and Landlord may accept such check
      or payment without prejudice to Landlord's right to recover the balance of
      such
      rent or pursue any other remedy available to Landlord.

    


    J.
      Landlord shall have the right to change the number, designation or name of
      the
      Building on ninety (90) days notice to Tenant (and without liability to Tenant)
      to construct other buildings or improvements in any plaza or other area
      designated by Landlord for use by tenants, or to change the location, character,
      or make alterations of, or additions to, any of said plazas or other
      areas.

    


    K.
      Tenant
      acknowledges and agrees that it has not relied upon any statement,
      representations, agreements or warranties except such as are expressed in this
      Lease, and that no amendment or modification of the Lease shall be valid or
      binding unless expressed in writing and executed by Landlord and Tenant in
      the
      same manner as the execution of this Lease.

    


    L.
      Time
      is of the essence hereof.

    


    M.
      Tenant
      and the party executing this Lease on behalf of Tenant represent to Landlord
      that such party is authorized to do so by requisite action of Tenant's board
      of
      directors, or partners as the case may be, and agree upon request to deliver
      to
      Landlord a resolution or similar document to that effect. 

    


    N.
      Any
      obligations of the Landlord or Tenant hereunder which is delayed or not
      performed due to acts of God, strike, riot, war, weather, failure to obtain
      labor and materials at a reasonable cost or any other reason beyond the control
      of the Landlord or Tenant shall not constitute a default hereunder and shall
      be
      performed within a reasonable time after the end of such cause for delay or
      non-performance.

    


    O.
      Tenant
      shall not record this Lease or a memorandum hereof without the prior written
      consent of Landlord. In the event that Tenant violates this provision, this
      Lease, at the option of Landlord, shall be null, void, and of no further force
      and effect if Tenant fails to execute documents requested by Landlord to negate
      the effect of such recordation, except that Tenant shall be liable to Landlord
      for liquidated damages, in the amount of the remaining rental to be paid
      hereunder.

    


    P.
      This
      Lease may be executed in counterparts. Each counterpart shall be deemed to
      be an
      original hereof. There shall be executed at least three (3) additional
      counterparts.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    


    Q.
      The
      Tenant does hereby specifically allow and permit the Landlord to execute an
      Assignment Agreement including a General Assignment of Rents and to specifically
      assign this particular Lease.

     

    R.
      This
      Lease shall be deemed to have been made in and shall be construed in accordance
      with the laws of the State of Colorado.

    


    S.
      Unless
      the context otherwise requires, the word "Landlord" wherever it is used herein
      shall be construed to include and shall mean Landlord, it successors and/or
      assigns, and the word "Tenant" shall be construed to include and shall mean
      Tenant, and when there are two or more tenants, or two or ore persons bound
      by
      Tenant's covenants herein contained, their obligations hereunder shall be joint
      and several.

    


    T.
      Exhibits, plats and riders, if any, signed by Landlord and Tenant and endorsed
      on or affixed to this Lease are a part hereof.

    


    U.
      The
      marginal headings and titles to the Sections of this Lease are not a part of
      this Lease and shall have no effect upon the construction or interpretation
      of
      any part hereof.

    


    V.
      Tenant
      warrants and agrees to save and hold Landlord harmless from any and all leasing
      commissions (including renewals, extensions or options), costs and liability
      with respect to the Premises claimed by any real estate broker except those
      brokers retained by Landlord and those brokers identified in writing by Tenant
      to Landlord.

    


    W.
      This
      Lease contains all of the agreements of the parties hereto with respect to
      any
      matter covered in this Lease, and no prior agreements or understandings shall
      be
      effective for any purpose. No provisions of this Lease may be amended or added
      to except by an agreement in writing signed by the parties hereto or their
      respective successors in interest. This Lease shall not be effective or binding
      on any party until fully executed by both parties and delivered by each party
      to
      the other.

    


    X.
      No
      representation or recommendation has been made by Landlord or the real estate
      broker or its agents or employees either as to the legal sufficiency, legal
      effect, or tax consequences of this Lease or the transactions relative
      thereto.

    


    Y.
      In the
      event of any action or proceeding brought by either party against the other
      under this Lease, the prevailing party shall be entitled to recover all costs
      and expenses including the fees of its attorneys in such amount as the court
      may
      adjudge reasonable.

    


    Z.
      Tenant
      shall not use the name of the Building for any purpose other than as an address
      of the business to be conducted by the Tenant in the Premises. Tenant shall
      not
      use photographs, television or movie film of the Building for advertising or
      other promotional purposes.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    


    AA.
      Except for signage outside of its office suite, Tenant shall not install, paint,
      display, place or affix any sign, picture, advertisement or notice on any part
      of the outside of the Building or in the interior of the Leased Premises which
      is visible from the outside of the Building or from outside of the Leased
      Premises. Landlord will prescribe a uniform pattern of identification signs
      for
      tenants to be placed in the corridors outside of the Leased
      Premises.

    


    BB.
      Whenever and to the extent that Landlord shall be unable to fulfill, or shall
      be
      delayed or restricted in the fulfillment of any obligation hereunder in respect
      to the supply or provision of any service or utility or the doing of any work
      or
      the making of any repairs by reason of being unable to obtain the material,
      goods, equipment service, utility or labor required to enable it to fulfill
      such
      obligation or by reason of any statute, law or any regulation or order passed
      or
      made pursuant thereto or by reason of the order or direction of any
      administrator, controller or board, or any governmental officer or other
      authority, or by reason of not being able to obtain any permission or authority
      required thereby, or during periods of inspection, alteration or improvement
      of
      the Building, or by reason of any other cause beyond its control, whether of
      the
      foregoing character or not, Landlord shall be entitled to extend the time of
      fulfillment of such obligation by a time equal to the duration of such delay
      or
      restriction, and Tenant shall not be entitled to compensation for any
      inconvenience, nuisance or discomfort thereby occasioned.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease on the dates
      specified by their respective signatures.

    


    LANDLORD:
      FOREST PARK REALTY INVESTMENTS, LLC

    


    


    By              
      /s/ Joseph
      Fried                                                         
    

    Joseph
      Fried - Managing Agent

    Address:  
      1600
      Broadway, Suite #1550

    Denver,
      CO 80202

    


    TENANT: PATRIA
      CORPORATION, INC.

    


    


    By:            
       /s/ James
      Foster                                                            
  

    James
      Perez
      Foster                                   
 - Chairman

    


     

    By:             
      /s/ Robert
      Fenton                                                           


    Robert
      Fenton                                           
 - President 

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      "A"

    TO

    FOREST
      PARK OFFICE LEASE

    FLOOR
      PLAN

     

     

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "B"

    TO

    FOREST
      PARK OFFICE LEASE

    LEGAL
      DESCRIPTION

    


    


    5350
      LEETSDALE DRIVE

    


    All
      that
      part of Lots 1 and 2, Booths Subdivision, City and County of Denver, State
      of
      Colorado, described as follows: Beginning at the Southeast corner said Lot
      2;
      thence Westerly along the South line of said Lot 2, 276.60 feet; thence
      Northerly parallel to the East line of said Lot 2, 190.08 feet; thence
      Northeasterly on an angle to the right of 13°15'19",
      232.16 feet to a point on the Southerly right of way line of Leetsdale Drive;
      thence Southeasterly along said Southerly right of way line 229.48 feet of
      said
      Lots 1 and 2, 362.70 feet to the Point of Beginning. Contains 2.37 acres, more
      or less.

    


    


    5250
      LEETSDALE DRIVE

    


    All
      that
      part of Lots 1 and 2, Booths Subdivision, City and County of Denver, State
      of
      Colorado, described as follows: Beginning at the Southwest corner of said Lot
      2;
      thence Easterly along the South line of said Lot 2, 16.00 feet to the True
      Point
      of Beginning; thence continuing Easterly along the South line of said Lot 2,
      339.6 feet more or less to a point 276.60 feet West of the Southeast corner
      of
      said Lot 2; thence Northerly, parallel to the East line of said Lot 2, 190.08
      feet; thence Northeasterly on an angle to the right of 13°15'19",
      232.16 feet to a point on the Southerly right of way line of Leetsdale Drive;
      thence Northwesterly along said Southerly right of way line 404.51 feet to
      a
      point on Southeasterly line of a parcel described in Book 2126 at Page 507;
      thence Southwesterly along said Southeasterly line 18.30 feet to a point on
      the
      West line of said Lot 1; thence Southerly along the West line of said Lots
      1 and
      2, 258.41 feet; thence Southeasterly on an angle to the left of 03°48'51",
      240.53 feet to the True Point of Beginning. Contains 3.939 acres, more or
      less.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "C"

    TO

    FOREST
      PARK OFFICE LEASE

    RULES
      AND REGULATIONS

    


    The
      Rules
      and Regulations set forth in this Exhibit shall be and hereby are made a part
      of
      the Lease to which they are attached. Whenever the term "Tenant" is used in
      these Rules and Regulations, it shall be deemed to include Tenant, its employees
      or agents, and any other persons permitted by Tenant to occupy or enter the
      Premises. The following Rules and Regulations may from time to time be modified
      by Landlord.

    


    1.    OBSTRUCTION:

    


    The
      sidewalks, entries, passages, corridors, halls, lobbies, stairways, elevators
      and other common facilities of the Building shall be controlled by Landlord
      and
      shall not be obstructed by Tenant or used for any purpose other than ingress
      of
      egress to and from the Premises. Tenant shall not place any item in any of
      such
      locations, whether or not any such item constitutes an obstruction, without
      the
      prior written consent of Landlord. Landlord shall have the right to remove
      any
      obstruction or any such item without notice to Tenant and at the expense of
      Tenant.

    


    2.    ORDINARY
      BUSINESS HOURS:

    


    The
      ordinary business hours of the Building shall be from 7:00 A.M. to 6:00 P.M.,
      Monday through Friday of each week, and from 7:00 A.M. to 12:00 Noon on
      Saturday, if requested by Tenant, excluding the legal holidays of New Years'
      Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
      Day.

    


    3.    DELIVERIES:

    


    Tenant
      shall insure that all deliveries of supplies to the Premises shall be made
      only
      upon the elevator designated by Landlord for deliveries and only during the
      ordinary business hours of the Building.

    


    4.    MOVING:

    


    Furniture
      and equipment shall be moved in or out of the Building only upon the elevator
      designated by Landlord for moving, and then only during such hours and in such
      manner as may be prescribed by Landlord. Landlord shall have the right to
      approve or disapprove the movers or moving company employed by Tenant, and
      Tenant shall cause such movers to use only the loading facilities and elevator
      designated by Landlord.

    


    5.    HEAVY
      ARTICLES:

    


    No
      safe
      or article, the weight of which may, in the reasonable opinion of the Landlord,
      constitute a hazard or damage to the Building or its equipment shall be moved
      into the Premises. Safes and other heavy equipment, the weight of which will
      not
      constitute a hazard or damage the Building or its equipment shall be moved
      into,
      from or about the Building only during such hours and in such manner as shall
      be
      prescribed by Landlord, and Landlord shall have the right to designate the
      location of such articles in the Premises.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    


    6.    NUISANCE:

    


    Tenant
      shall not do or permit anything to be done on the Premises or in the Building
      or
      bring or keep anything therein which would in any way constitute a nuisance
      or
      waste, or obstruct or interfere with the rights of other tenants of the
      Building, or in any way injure or annoy them, or conflict with the laws relating
      to fire, or with any regulations of the fire department, or with any insurance
      policy upon the Building or any part thereof, or conflict with any of the laws,
      codes, rules or ordinances of any governmental authority having jurisdiction
      over the Building.

    


    7.    BUILDING
      SECURITY:

    


    Landlord
      may restrict access to and from the Premises and the Building outside the
      ordinary business hours of the Building for reasons of building security.
      Landlord may require identification of persons entering and leaving the Building
      and, for this purpose, may issue building passes to tenants of the
      Building.

    


    8.    PASS
      KEY:

    


    The
      Building Manager may at all times keep a pass key to the Premises, and he and
      other agents of the Landlord shall during normal business hours (or outside
      business hours in the event of an emergency) be allowed admittance to the
      Premises; subject, however, to Tenant's reasonable security requirements which
      may prohibit access except when accompanied by Tenant's authorized security
      personnel.

    


    9.    LOCKS
      AND KEYS FOR PREMISES:

    


    Subject
      always to Tenant's reasonable security requirements, no additional lock or
      locks
      shall be placed by Tenant on any door in the Building and no existing lock
      shall
      be changed unless written consent of Landlord shall first have been obtained.
      A
      reasonable number of keys to the Premises and to the toilet rooms, if locked
      by
      Landlord, will be furnished by Landlord, and Tenant shall not have any duplicate
      key made. At the termination of this tenancy, Tenant shall promptly return
      to
      Landlord all keys to offices and toilet rooms.

    


    10.    USE
      OF WATER FIXTURES:

    


    Water
      closets and other water fixtures shall not be used for any purpose other than
      that for which the same are intended, and any damage resulting to same from
      misuse on the part of Tenant shall be paid for by Tenant. No person shall waste
      water in any manner.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    


    11.    NO
      ANIMALS OR EXCESSIVE NOISE:

    


    With
      the
      exception of seeing eye dogs for the blind, no animals shall be allowed in
      the
      offices, halls, corridors or elevators of the Building. No person shall disturb
      the occupants of this or adjoining buildings or space by the use of any radio
      or
      musical instrument or by the making of loud or improper noises.

    


    12.    BICYCLES:

    


    Bicycles
      or other vehicles shall not be permitted anywhere inside or on the sidewalks
      outside of the Building, except in those areas designated by Landlord for
      bicycle parking.

    


    13.    TRASH:

    


    Tenant
      shall not allow anything to be placed on the outside of the building, nor shall
      anything be thrown by Tenant out of the windows or doors or down the corridors,
      elevator shafts, or ventilating ducts or shafts of the Building. All trash
      shall
      be placed in receptacles provided by Tenant on the Premises or in any receptacle
      provided by Landlord for the Building.

    


    14.    WINDOWS:

    


    No
      windows, shades, blinds, screens or draperies will be attached or detached
      by
      Tenant, and no awnings shall be placed over the windows without Landlord's
      prior
      written consent. Tenant agrees to abide by Landlord's rules with respect to
      maintaining uniform curtains, draperies and linings at all windows and hallways
      so that the Building will present a uniform exterior appearance. Tenant will
      use
      its best efforts to have all curtains, draperies and blinds closed at the end
      of
      each day in order to help conserve energy. Except in the case of fire or other
      emergency, Tenant shall not open any outside window because the opening of
      windows interferes with the proper functioning of the Building heating and
      air
      conditioning systems.

     

    15.    HAZARDOUS
      OPERATIONS AND ITEMS:

    


    Tenant
      shall not install or operate any steam or gas engine or boiler, or carry on
      any
      mechanical business in the premises without Landlord's prior written consent,
      which consent may be withheld in Landlord's absolute discretion. The use of
      oil,
      gas, or flammable liquids for heating, lighting or any other purpose is
      expressly prohibited. Explosives or other articles deemed extra hazardous shall
      not be brought into the Building.

    


    16.    HOURS
      FOR REPAIR, MAINTENANCE AND ALTERATIONS:

    


    Any
      repairs, maintenance and alterations required or permitted to be done by Tenant
      under the Lease shall be done only during the ordinary business hours of the
      Building unless Landlord shall have first consented to such work being done
      outside of such times. If Tenant desires to have such work done by Landlord's
      employees on Saturdays, Sundays, holidays or weekdays outside of ordinary
      business hours, Tenant shall pay the actual extra cost of such
      labor.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    


    17.    NO
      DEFACING OF PREMISES:

    


    Except
      as
      permitted by Landlord, Tenant shall not mark upon, paint signs upon, cut, drill
      into, drive nails or screws into, or in any way deface the walls, ceilings,
      partitions or floors of the Premises or of the Building, and any defacement,
      damage or injury caused by Tenant shall be paid for by Tenant. Northwithstanding
      the foregoing, Tenant may hang framed art, calendars, schedules, whiteboards
      and
      other reasonable office decorations, but shall at the end of the lease term
      repair or patch any holes.

    


    18.    CHAIR
      PADS:

    


    During
      the entire term of this Lease, Tenant shall, at its expense, install and
      maintain under all caster chairs a chair pad or carpet casters to protect the
      carpeting.

    


    19.    SOLICITATION,
      FOOD AND BEVERAGES:

    


    Landlord
      reserves the right to restrict, control or prohibit canvassing, soliciting
      and
      peddling within the Building. Tenant shall not grant any concessions, licenses,
      or permission for the sale or taking of orders for food, beverages, services
      or
      merchandise in the Building, nor install nor permit the installation or use
      of
      any machine or equipment for dispensing food, beverages, services or
      merchandise, nor permit the preparation, serving, distribution or delivery
      of
      food, beverages, services or merchandise without the approval of Landlord and
      in
      compliance with arrangements prescribed by Landlord.

    


    20.    SIGNS
      AND GRAPHICS:

    


    No
      sign,
      placard, picture, advertisement, name or notice shall be inscribed, displayed
      or
      printed or affixed on or to any part of the outside of the Building without
      the
      written consent of Landlord, which consent shall not be unreasonably withheld,
      and Landlord shall have the right to remove any such sign, placard, picture,
      advertisement, name and notice without notice to and at the expense of Tenant.
      At all times and at its sole discretion, Landlord shall have the express right
      to control signage outside or inside the Building.

    


    21.    JANITORIAL
      SERVICE:

    


    Except
      when necessary for Tenant security reasons, Tenant shall not employ any person
      other than the janitor of Landlord for the purpose of cleaning the Premises
      unless otherwise agreed to by Landlord. Except with the written consent of
      Landlord, no person or persons other than those approved by Landlord shall
      be
      permitted to enter the Building for the purpose of cleaning the same. Tenant
      shall not cause any unnecessary labor by reason of Tenant's carelessness or
      indifference in the preservation of good order and cleanliness.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    


    22.    ENERGY
      CONSERVATION:

    


    Tenant
      shall see that the doors of the Premises are closed and securely locked before
      leaving the Building, and must observe strict care and caution that all water
      faucets or water apparatus are entirely shut off before Tenant or Tenant's
      employees leave the Building, and that all electricity shall likewise be
      carefully shut off, so as to prevent waste or damage, and for any default or
      carelessness Tenant shall make good all injuries sustained by other tenants
      or
      occupants of the building or Tenant.

    


    23.    ADDITIONS
      AND AMENDMENTS:

    


    Landlord
      reserves the right to make such reasonable additions and amendments to these
      Rules and Regulations as in its judgment may from time to time be needful and
      desirable for the safety, security, care, efficiency and preservation of good
      order therein.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      "D"

    TO

    FOREST
      PARK OFFICE LEASE

    REFURBISHING
      ADDENDUM

    SUITE
      #G-120 - 5350 LEETSDALE DRIVE

    PATRIA
      CORPORATION, INC.

    


    


    


    
      	
              Tenant
                Finish:

            	
              Premises
                are leased “as is”, except that Landlord will provide and pay for new
                standard building carpet and paint throughout the premises (color
                choice
                by Tenant). Landlord shall also provide and pay for the following
                finish
                work:

            


    

    


    
      	 	
              a.

            	
              Landlord
                will remove the two HVAC units and concrete pads located in the window
                well outside the premises so that the window well area can be
                landscaped;

            


    

    
      	 	
              b.

            	
              Landlord
                will remove equipment and false flooring in the “data center” portion of
                the premises;

            


    

    
      	 	
              c.

            	
              Landlord
                will remove the data center fire suppression system in the “utility” room
                (near the entry corridor within the
                premises);

            


    

    
      	 	
              d.

            	
              Landlord
                will remove interior walls/doors to data center and utility room,
                leaving
                only one office adjacent to the entry hall;
                and

            


    

    
      	 	
              e.

            	
              Landlord
                will replace “blacked-out” window in data center with typical glass
                window.

            


    

    


    Any
      and
      all other tenant finish work or improvements, except as provided herein, shall
      be at Tenant’s cost. Tenant shall obtain Landlord’s written consent to any such
      work. Tenant may only use a licensed contractor approved by Landlord and any
      such work shall not interfere with the peaceful possession of other tenants
      in
      the building.

    


    Tenant
      will hold Landlord harmless from any and all claims for unpaid labor and
      materials by any contractor or vendor in connection with any tenant finish
      work
      or other improvements undertaken by Tenant for the premises.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "E"

    TO

    FOREST
      PARK OFFICE LEASE

    ADDITIONAL
      PROVISIONS

    


    


    
      	
              1.

            	
              While
                this Lease is in effect, so long as Tenant is not in default and
                is in
                full compliance with the provisions of the lease, Landlord will not
                lease
                space or permit the sublease of space in the building at 5350 Leetsdale
                Drive to any branch bank with depository
                services.

            


    

    


    
      	
              2.

            	
              Option
                to Renew.
                So long as Tenant is not in default under the Lease, Tenant shall
                have the
                right to extend the term of this Lease for two additional periods
                of five
                (5) years each on the same terms and conditions as herein contained,
                except as hereinafter set forth, by giving written notice to Landlord
                at
                least three months before the expiration of the then existing term
                of this
                Lease. The basic monthly rental for each option period shall be determined
                as follows: Within thirty (30) days next following receipt by Landlord
                of
                Tenant's notice of its intent to renew, the Landlord shall provide
                Tenant
                the proposed rental rate which shall equal the average of the then
                current
                rental rates paid by all exiting tenants occupying less than 10,000
                feet
                at the property. Tenant shall within ten (10) days thereafter advise
                Landlord as to whether or not it still wishes to renew its lease
                based on
                the rental rate for these premises given by Landlord to Tenant. Renewal
                of
                the Lease shall be in an "as is" condition with all tenant finish
                work to
                be Tenant's responsibility.

            


    

    


    
      	
              3.

            	
              Tenant
                hereby warrants that NO
                real estate broker except for Peter Whitaker of David/Hicks Brokerage
                has
                represented or will represent it in this transaction and that no
                finder's
                fees have been earned by a third party. Tenant acknowledges that
                Forest
                Park Realty Investments, LLC and its agents are agents of Landlord
                and are
                not representing Tenant in this
                transaction.

            


    

    


    
      	
              4.

            	
              Notwithstanding
                anything to the contrary, Tenant shall be responsible for any alterations,
                modifications or improvements to the Premises which may be required
                under
                the Americans with Disabilities Act (ADA) to the extent such are
                required
                as a result of any alterations or improvements other than the initial
                build out of the premises or are part of additions made to the Premises
                by
                or on behalf of Tenant, or as a result of Tenant employing any individual
                with a disability as defined by the
                ADA.

            


    

    


    
      	
              5.

            	
              Landlord
                and Tenant acknowledge that Tenant is in the process of submitting
                all
                necessary paperwork to the regulatory agencies (OCC, etc.) to obtain
                a
                license to operate a bank on the premises. Tenant shall provide Landlord
                with proof of its application prior to occupancy of the premises.
                Tenant
                shall also provide Landlord with proof of approval of its application
                and
                acceptance of its bank charter once the OCC has issued a license
                to Tenant
                to operate as a bank on the premises. Tenant shall not operate any
                bank or
                depository services on the premises without such approval. Tenant’s
                failure to obtain such approval from the OCC within one year of the
                inception of the Lease shall negate any rights Tenant may be been
                awarded
                to exclusively operate a bank as listed in Section 1.
                

            


    

    


    
      	
              6.

            	
              Notwithstanding
                any other provisions contained in this Lease, in the event that Tenant
                or
                its successors or assignees shall become insolvent or bankrupt, or
                if or
                their interest under this Lease shall be levied upon or sold under
                execution or other legal process by any depository institution supervisory
                authority (“Authority”), Landlord may in either such event, terminate this
                Lease only with the concurrence of any receiver or liquidator appointed
                by
                such Authority, provided, that in the event this lease is terminated
                by
                the receiver or liquidator, the maximum claim of Landlord for rent
                damages
                or indemnity for inquiry resulting from the termination, rejection
                or
                abandonment of the unexpired Lease shall be by law no greater than
                an
                amount equal to all accrued and unpaid rent to the date of termination;
                provided further that to continue the Lease, any receiver or liquidated
                appointed by such Authority or assignee must continue to honor the
                terms
                of the Lease.

            


    

     

     

    
      
        
        

      

      -39-