EXHIBIT 10.33

                                 LEASE OF SPACE
                          MULTI-TENANT OFFICE/WAREHOUSE
                          SUMMARY OF BASIC LEASE TERMS


1.   Tenant: One Source Technologies, Inc.
             -----------------------------

2.   Building:

     (a)  Name: Broadway Business Center
                ------------------------

     (b)  Approximate Total Square Footage: 102,059 sq. ft.
                                            ---------------

3.   Demised Premises:

     (a)  Approx. Total Square Footage: 3,971 sq. ft.
                                        -------------

     (b)  Address: 7000 North Broadway, Suite 101 Denver, Colorado 80221
                   -----------------------------------------------------

4.   Initial Lease Term:

     (a)  Period: 3 years, 0 months and 0 days
                 ---      ---          ---

     (b)  Commencement Date: October 1, 2002
                             ---------------

     (c)  Expiration Date: September 30, 2005
                           ------------------

5.   Basic Rent:

     (a)  Total for Lease Term: $68,499.75 per Lease Term
                                ----------

     (b)  Total  Annual:  $21,840.50 per annum Year 1: 10/1/02 - 9/30/03
                          ----------
                          $22,833.25 per annum Year 2: 10/1/03 - 9/30/04
                          ----------
                          $23,826.00 per annum Year 3: 10/1/04 - 9/30/05
                          ----------

     (c)  Monthly  Basic  Rent: $1,820.04 per month Year 1: 10/1/02 - 9/30/03
                                ---------
                                $1,902.77 per month Year 2: 10/1/03 - 9/30/04
                                ---------
                                $1,985.50 per month Year 3: 10/1/04 - 9/30/05
                                ---------
6.   Additional Rent:

     (a)  Initial  Monthly  Deposit  for  Taxes  and   Assessments,   Landlord's
          Insurance and Common Facilities charges: $1,042.39
                                                   ---------

     (b)  Tenant's Pro Rata Share (for Additional Rent): 3.89 %
                                                         ------

                                                            Landlord's Initials

                                                               Tenant's Initials

                                        i
<PAGE>



7.   Initial Monthly Payment Due (for Basic Rent and Additional Rent):
     $2,862.43 per month
     ---------

8.   Security Deposit Amount: $3,028.00
                              ---------

9.   Place for Payments:

         Broadway Business Center,
         -------------------------
         c/o Etkin Johnson Company LLC
         1512 Larimer Street, Suite 325
         Denver, Colorado  80202

10.  Permitted  Use(s) by  Tenant:  General  office and  storage  of  electronic
     component parts

11.  Broker(s):

     (a)  Landlord is represented by Etkin Johnson  Company LLC, which is acting
          as Landlord's Agent.

     (b)  Tenant is represented by N/A, which is acting as (check one:) Tenant's
          Agent, or Transaction Broker.




                                                             Landlord's Initials
                                                             Tenant's Initials

                                       ii
<PAGE>


                                 LEASE OF SPACE
                         (Multi-Tenant Office/Warehouse)


     This  Lease  is made  this  20th day of  Augusst,  2002,  between  Colorado
Industrial  Portfolio,  LLC, a Colorado limited liability company  ("Landlord"),
whose address is 1512 Larimer Street,  #325,  Denver,  Colorado  80202,  and One
Source Technologies, Inc., a Delaware corporation ("Tenant").

I. GENERAL.
-----------

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

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

     Summary of Basic Lease Terms

     Exhibit A   Legal Descriptions of Land
     Exhibit B   Location of Demised Premises Within Building (Space Plan)
     Exhibit C   Rules & Regulations
     Addendum


II. DEFINITIONS; DEMISE OF PREMISES.
------------------------------------

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

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

     2.3 Area and Address.
     ---------------------
     The Demised Premises contains approximately the floor area set forth in the
Summary of Basic Lease Terms. If the roof of the Building  overhangs past any of
the demising walls of the Demised Premises,  the overhang area shall be included
in the floor  area of the  Demised  Premises  set forth in the  Summary of Basic
Lease  Terms,  provided  that  such  overhang  shall  be a part  of  the  Common
Facilities for all other  purposes under this Lease.  The address of the Demised
Premises is the address set forth in the Summary of Basic Lease Terms.

                                        1
<PAGE>

     2.4 Land.
     ---------
     "Land" shall mean the parcel of real property more  particularly  described
as the Land in Exhibit A attached hereto.

     2.5 Building.
     -------------
     "Building"  shall mean the  building or buildings  constructed  on the Land
containing  approximately  the number of square feet of interior  floor area set
forth on the Summary of Basic Lease  Terms.  If there is more than one  building
constructed  on the  Land,  the term  "Building"  shall  mean  collectively  all
buildings constructed upon the Land.

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

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

     2.8 Common Facilities.
     ----------------------
     "Common  Facilities"  shall mean all of the Property except (a) the Demised
Premises and (b) the other premises in the Building  leased or held for lease to
other tenants.  Common  Facilities shall include the Parking Area and any walks,
driveways,  and, if  applicable,  lobby  areas,  halls,  stairs,  and  restrooms
designed for common use of Tenant and other users of space in the Building.

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

     2.10 Use of Common Facilities and Parking Area.
     -----------------------------------------------
     Tenant is hereby  granted  the  non-exclusive  right and license to use, in
common with others entitled to such use, the Common Facilities,  as it from time
to time exists,  subject to the rights of Landlord reserved herein. Tenant shall
not interfere,  at any time,  with the rights of Landlord and others entitled to
use any part of the Common Facilities,  and shall not store,  either permanently
or temporarily,  any materials,  supplies or equipment on the Common Facilities.
Landlord shall have the right, at any time, to change, reduce or otherwise alter
the Common  Facilities,  in its sole  discretion  and  without  compensation  to
Tenant;  provided,  however,  Landlord shall provide  reasonable  parking in the
Parking  Areas,  loading  areas and access to the  Demised  Premises  to Tenant.
Landlord  shall not be  responsible  for any damage to any automobile or vehicle
which occurs in or about the Parking Area.

                                        2
<PAGE>

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

     2.12 Condition of Demised Premises.
     -----------------------------------
     Except as may be provided  on an  Addendum  hereto,  Tenant  covenants  and
agrees that,  upon taking  possession of the Demised  Premises,  Tenant shall be
deemed to have accepted the Demised  Premises "as is" and Tenant shall be deemed
to have waived any  warranty  of  condition  or  habitability,  suitability  for
occupancy,   use  or   habitation,   fitness   for  a   particular   purpose  or
merchantability,  express or implied relating to the Demised Premises.  Tenant's
acceptance of the Demised Premises shall constitute its acknowledgment  that the
Demised  Premises  was in good  condition,  order and repair at the time of such
acceptance  including,  without limitation,  the doors, loading dock doors, dock
levelers,  related  dock  systems  and  areas,  and  all  other  mechanical  and
electrical systems.

     2.13 Relocation.
     ----------------
     Landlord  reserves  the right to relocate  the Demised  Premises to another
location in the Building (or if the Building is part of a larger  project,  then
also in any building in such  project),  provided that the area of the relocated
Demised Premises is reasonably comparable. Landlord shall provide written notice
to Tenant of any such  relocation  and Tenant  shall  complete  such  relocation
within  thirty  (30)  days  after  Landlord's  notice.  Landlord  shall  pay the
reasonable costs of moving Tenant to the relocated  Demised  Premises,  together
with  the  cost of any  improvements  required  to make  the  relocated  Demised
Premises comparable to the Tenant Finish, if any, made by Landlord to the former
Demised  Premises.  Tenant  shall,  on or before the end of such thirty (30) day
period,  surrender  the former  Demised  Premises to  Landlord in the  condition
required under this Lease. If the relocated  Demised Premises is greater in area
than the  former  Demised  Premises,  Tenant  shall not be  required  to pay any
additional  Basic Rent or Additional  Rent for the remainder of the then current
Lease Term; provided,  however,  that if Tenant exercises any option or right to
extend  or renew  the then  current  Lease  Term,  then the  Basic  Rent and the
Tenant's Pro Rata Share shall be redetermined  based upon the actual area of the
relocated Demised Premises. At the request of Landlord,  Tenant shall enter into
an amendment to this Lease memorializing the relocation of the Demised Premises.


III. TERM OF LEASE.
-------------------

     3.1 Lease Term.
     ---------------
     "Lease  Term"  shall mean the period of time  specified  in the  Summary of
Basic Lease Terms commencing at noon on the  commencement  date specified in the
Summary  of Basic  Lease  Terms  and  expiring  at noon on the  expiration  date
specified in the Summary of Basic Lease Terms.


IV. RENT AND OTHER AMOUNTS PAYABLE.
-----------------------------------

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

                                        3
<PAGE>

     4.2 Monthly Payments.
     ---------------------
     Basic Rent shall be payable monthly in advance,  without  notice,  in equal
installments  in the amount of monthly  rent  specified  in the Summary of Basic
Lease Terms.  The first such monthly  installment  shall be due and payable upon
execution hereof and a like monthly  installment  shall be due and payable on or
before the first day of each calendar  month  succeeding the  commencement  date
recited in the Summary of Basic Lease Terms during this Lease Term,  except that
the rental payment for any fractional  calendar month at the commencement or end
of this Lease Term shall be prorated based on a thirty (30) day month.

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

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

     4.5 Additional Rent.
     --------------------
     Tenant  covenants  and agrees to pay, as  additional  rent under this Lease
("Additional  Rent"),  all costs and  expenses  relating to the use,  operation,
maintenance  and repair of the  Demised  Premises by Tenant;  Tenant's  Pro Rata
Share of all costs and expenses relating to the Common Facilities;  Tenant's Pro
Rata Share of all Taxes and Assessments and Landlord's Insurance;  and all other
costs and  expenses  which  Tenant is  obligated to pay to Landlord or any other
person or entity  under this Lease,  whether or not stated or  characterized  as
Additional Rent.

     4.6 Tenant's Pro Rata Share.
     ----------------------------
     "Tenant's  Pro Rata  Share"  shall  mean the  percentage  set  forth in the
Summary of Basic Lease Terms as Tenant's Pro Rata Share which is the  percentage
derived by dividing the approximate floor area of the Demised  Premises,  as set
forth in the Summary of Basic Lease Terms, by the approximate  floor area within
the  Building,  as set forth in the Summary of Basic Lease  Terms.  Landlord and
Tenant agree that such  approximations of floor area of the Demised Premises and
the  Building  are  reasonable,  and that  the  calculations  of Basic  Rent and
Tenant's Pro Rata Share based on such approximations are not subject to revision
under any circumstances.  If the Building,  or the Demised Premises, or both are
ever remeasured, the result may only be used to adjust the identification of the
Demised Premises,  and neither Landlord nor Tenant shall be entitled to claim an
increase or  decrease  in the Basic Rent or  Tenant's  Pro Rata Share based upon
such remeasurement.  Notwithstanding  anything to the contrary,  if the Landlord
increases  or reduces the floor area of the  Building or  constructs  additional
building(s) upon the Property, then Landlord shall redetermine Tenant's Pro Rata
Share using the formulas  hereinabove set forth based upon the new floor area of
the Building and any other buildings located upon the Property.

                                        4
<PAGE>

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

     4.8 Security Deposit.
     ---------------------
     Upon execution of this Lease by Tenant,  Tenant shall deposit with Landlord
the amount  specified as a security  deposit in the Summary of Basic Lease Terms
("Security Deposit"). The Security Deposit shall be retained by Landlord and may
be applied by  Landlord,  to the  extent  necessary,  to pay and cover any loss,
cost,  damage or expense  including  attorneys'  fees  sustained  by Landlord by
reason  of the  failure  of Tenant to comply  with any  provision,  covenant  or
agreement  of Tenant  contained  in this Lease.  To the extent not  necessary to
cover such loss,  cost,  damage or expense,  the Security  Deposit,  without any
interest  thereon,  shall be  returned to Tenant  within  thirty (30) days after

                                        5
<PAGE>

expiration  of this  Lease  Term or as may be  otherwise  provided  by law.  The
Security  Deposit shall not be considered as an advance  payment of rent or as a
measure of the loss,  cost,  damage or expense  which is or may be  sustained by
Landlord.  In the event all or any portion of the Security Deposit is applied by
Landlord to pay any such loss, cost damage or expense,  Tenant shall,  from time
to time,  promptly  upon demand,  deposit with  Landlord  such amounts as may be
necessary to replenish the Security Deposit to its original amount.  If there is
a Default  by Tenant  under  this  Lease more than three (3) times in any twelve
(12) month  period,  whether or not such Default by Tenant is cured,  the amount
required to be deposited with Landlord as a Security Deposit shall automatically
be  increased  to three (3) times the amount  set forth on the  Summary of Basic
Lease Terms,  and payment of such increased amount shall be required in order to
cure the Default,  within the same time as the original nonpayment or failure of
performance which constituted the Default.

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

V. TAXES AND ASSESSMENTS.
-------------------------

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

     5.2 Proration at Commencement and Expiration of Term.
     -----------------------------------------------------
     Taxes and Assessments shall be prorated between Landlord and Tenant for the
year in which  this Lease  Term  commences  and for the year in which this Lease
Term expires as of,  respectively,  the date of  commencement of this Lease Term
and the date of expiration of this Lease Term,  except as hereinafter  provided.
Additionally,  for the year in which this Lease Term  expires,  Tenant  shall be
liable without  proration for the full amount of Taxes and Assessments  relating
to any  improvements,  fixtures,  equipment or personal property which Tenant is
required to remove or in fact removes as of the  expiration  of this Lease Term.
Proration  of Taxes and  Assessments  shall be made on the basis of actual Taxes
and Assessments.  Tenant's Pro Rata Share of Taxes and Assessments for the years

                                        6
<PAGE>

in which this Lease Term  commences and expires shall be paid and deposited with
the Landlord through Monthly Deposits as hereinabove provided, but, in the event
actual  Taxes  and  Assessments  for  either  year are  greater  or less than as
estimated for purposes of Monthly Deposits,  appropriate  adjustment and payment
shall be made between the parties at the time the actual  Taxes and  Assessments
are known,  and such  obligation  shall survive the termination or expiration of
this Lease.

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

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

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

VI. INSURANCE.
--------------

     6.1 Casualty Insurance.
     -----------------------
     Landlord  covenants  and agrees to obtain and keep in full force and effect
during this Lease Term,  Casualty  Insurance as hereinafter  defined.  "Casualty
Insurance" shall mean fire and extended  coverage  insurance with respect to the
Property,  in an  amount  equal  to the  full  replacement  cost  thereof,  with
coinsurance  clauses  of no less  than 80%,  and with  coverage,  at  Landlord's
option,  by endorsement or otherwise,  for all risks,  vandalism,  and malicious
mischief,  sprinkler leakage,  boilers, and rental loss and with a deductible in
the  amount  for  each  occurrence  as  Landlord,  in its sole  discretion,  may
determine from time to time.  Casualty  Insurance  obtained by Landlord need not
name  Tenant  as an  insured  party  and may,  at  Landlord's  option,  name any
mortgagee  or holder of a deed of trust as an insured  party as its interest may
appear.  Tenant  covenants and agrees to pay, as Additional  Rent,  its Pro Rata
Share of the cost of the Casualty Insurance obtained by Landlord and the cost of
any deductible  under such Casualty  Insurance.  Tenant shall be responsible for
obtaining, at Tenant's option, cost and expense, insurance coverage for property
of Tenant and for business interruption of Tenant.

                                        7
<PAGE>

     6.2 Liability Insurance.
     ------------------------
     Tenant  covenants  and  agrees to obtain  and keep in full force and effect
during this Lease Term,  and to pay, as Additional  Rent, the premiums and costs
of Liability Insurance as hereinafter defined.  "Liability Insurance" shall mean
comprehensive general liability insurance covering public liability with respect
to the ownership,  use and operation of the Demised Premises, with limits of not
less than  $2,000,000.00  combined  single  limit of  liability.  The  Liability
Insurance required of Tenant shall include  endorsements for assumed contractual
liability  with respect to the  liabilities  assumed by Tenant under this Lease,
and no deductible,  retention or  self-insurance  provision  contained  therein,
unless otherwise approved in writing by Landlord.  Landlord covenants and agrees
to obtain and keep in full force and effect,  during this Lease Term,  Liability
Insurance  covering the  Property,  including  Common  Facilities  but excluding
Demised  Premises  and other  premises  leased  to other  tenants.  Tenant  also
covenants and agrees to pay, as Additional Rent,  Tenant's Pro Rata Share of the
cost of the  Liability  Insurance  obtained  by  Landlord  and  the  cost of any
deductible under such Liability Insurance.

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

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

     6.5 Plate Glass Insurance.
     --------------------------
     Tenant  acknowledges  that  Landlord  is  not  obligated  to  maintain  any
insurance  or extended  coverage  insurance  with respect to damage to any plate
glass or other glass located in the Demised  Premises.  Tenant shall be entitled
to obtain  any such  insurance  for plate  glass or other  glass  located in the
Demised Premises;  provided,  however, that Tenant shall be obligated to replace
any  damaged or broken or plate  glass or other  glass  located  in the  Demised
Premises, whether or not Tenant has obtained such insurance coverage.

VII. OPERATING, MAINTENANCE AND REPAIR EXPENSES.
------------------------------------------------

     7.1 Utility Charges.
     --------------------
     Tenant covenants and agrees to contract in Tenant's own name and to pay, as
Additional  Rent,  all  charges  for  gas,  electricity,   light,  heat,  power,
telephone,  or other utility  services used,  rendered or supplied to or for the
Demised  Premises.  If any such utility  charges are not  separately  metered or
billable to the Demised  Premises,  then Tenant shall pay, as  Additional  Rent,
Tenant's  Pro Rata Share  thereof to Landlord  which amount shall be included in
the monthly charges for the Common Facilities.

                                        8
<PAGE>

     7.2 Common Facilities Charges.
     ------------------------------
     Tenant covenants and agrees to pay, as Additional  Rent,  Tenant's Pro Rata
Share of all costs and expenses of operating, repairing, maintaining, upkeep and
replacing  of  the  Common  Facilities  and  the  Property  including,   without
limitation,  upkeep and  replanting  of grass,  trees,  shrubs and  landscaping;
removal of dirt, debris,  obstructions and litter from Parking Area,  landscaped
areas,  sidewalks  and  driveways;  trash and  garbage  disposal  for the Common
Facilities and the tenants of the Property;  exterior window  washing;  repairs,
resurfacing,  resealing,  restriping, sweeping and snow and ice removal from the
Parking  Area,  sidewalks,  and  driveways;  removal of  graffiti  and repair of
vandalism;  heating,  ventilation and air conditioning units, systems, equipment
and facilities ("HVAC") serving the Property (including the Demised Premises and
other  premises  leased to other  tenants of the  Property)  including,  without
limitation,  replacement of filters,  periodic  inspections  and any maintenance
contracts   (provided  that  Landlord  shall  not  be  obligated  to  carry  any
maintenance contracts);  building signs;  stairways;  skylights in the Building;
utilities for the Common  Facilities;  fire protection  systems,  monitoring and
sprinkler systems;  exterior  painting;  maintenance and repairs to roofs; water
and sewage  disposal  systems and charges;  storm drainage  systems and charges;
supplies and the cost of any rental of equipment in implementing  such services;
wages, salaries,  compensation,  taxes, medical and other insurance, pension and
retirement  plans, and all other benefits and costs of personnel  engaged in the
operation,  management,   maintenance,  service  or  security  of  the  Property
including,   without  limitation,   personnel  for  the  daily  supervision  and
performance  thereof;  charges for  professional  management of the Property and
Common Facilities;  all deductibles for Landlord's  Insurance;  all alterations,
additions,  improvements and other capital  expenditures for the Property (a) in
order to conform to  changes  subsequent  to the date of this Lease in any laws,
ordinances,   rules,  regulations  or  orders  of  any  applicable  governmental
authority,  (b) which are intended as a cost or labor saving device or to effect
other  economies in the operation of the Property,  or (c) which are  reasonably
determined by Landlord to be necessary or  appropriate  for the operation of the
Property,  subject to  amortization  of such costs at a market  rate of interest
over the useful life thereof, as determined by Landlord's accountants;  costs of
investigating,  repairing and replacing any Building systems  (including without
limitation  elevator  equipment,  security  devices,  alarm  systems,  HVAC, and
utility  equipment)  to ensure that such  systems will  accurately  process date
and/or time data relating to the year 2000 and later, subject to amortization of
such  costs at a market  rate of  interest  over the  useful  life  thereof,  as
determined by Landlord's accountants;  and personal property taxes, licenses and
permits.  The Common  Facilities  charges  shall not be subject to  amortization
except as otherwise expressly herein required.  Landlord may cause any or all of
such services to be provided by independent contractor(s) and sub-contractor(s).
The cost of personnel may be prorated,  in Landlord's sole  discretion,  if such
personnel  provides  services for other  properties in addition to the Property.
Tenant shall pay to Landlord,  monthly in advance,  without notice,  on each day
that payment of Basic Rent is due, the estimated  monthly  charge for the Common
Facilities,  as determined and redetermined  from time to time by Landlord.  The

                                        9
<PAGE>

initial  monthly  charge for Common  Facilities  is set forth in the  Summary of
Basic Lease Terms attached  hereto.  If the total monthly charges paid by Tenant
are less than the  Tenant's  Pro Rata  Share of the  actual  charges  for Common
Facilities,  Tenant shall pay the  difference  to Landlord  within ten (10) days
after demand by Landlord.  If Tenant's Pro Rata Share of such actual  charges is
less than the total monthly  charges paid by Tenant,  the difference  shall,  at
Landlord's option, except as may be otherwise required by law, either be paid to
Tenant or credited against future monthly charges,  Basic Rent,  Additional Rent
or other amounts  payable by Tenant under this Lease. If Tenant's Pro Rata Share
of charges for Common  Facilities  have  increased  more than five  percent (5%)
during any calendar  year and provided that Tenant has paid the entire amount of
the Tenant's Pro Rata Share of the actual  charges for Common  Facilities and is
not in default of its obligations  under this Lease, then Tenant for a period of
sixty (60) days after each  calendar year shall be entitled to examine the books
and records of Landlord for the Common Facilities charges for such calendar year
by  providing  at least  fourteen  (14) days  prior  written  notice  thereof to
Landlord.  Such examination  shall be conducted only during the regular business
hours of Landlord at the office where Landlord maintains such books and records.
Tenant shall deliver to Landlord copies of all audits,  reports or other results
from its  examination  within fifteen (15) days after receipt thereof by Tenant.
If Tenant has any objection or dispute with Landlord's calculation of the Common
Facilities  charges or Tenant's Pro Rata Share  thereof,  Tenant  shall  provide
written  notice  thereof to  Landlord  within  such sixty day period  after each
calendar  year,  indicating in reasonable  detail the  particular  objections or
disputes  made by Tenant.  If Tenant does not  furnish  such  written  notice of
objection or dispute as and when herein provided, Tenant shall be deemed to have
accepted the calculation of the Common Facilities  charges and Tenant's Pro Rata
Share thereof,  and shall not be thereafter entitled to dispute or object to the
calculation thereof.

     7.3 Tenant's Maintenance Obligation.
     ------------------------------------
     Tenant, at its sole cost and expense,  shall maintain,  repair, replace and
keep the Demised Premises and all  improvements,  fixtures and personal property
thereon in good, safe and sanitary condition, order and repair and in accordance
with  all  applicable  laws,  ordinances,   orders,  rules  and  regulations  of
governmental  authorities having jurisdiction.  Tenant shall perform or contract
for and promptly pay, as Additional Rent, for trash and garbage disposal (to the
extent that Tenant's trash and garbage disposal  requirements  exceeds the usual
requirements of tenants in the Building, as determined by Landlord),  janitorial
and cleaning  services,  security services,  interior painting,  interior window
washing,  repair and replacement of all damage to all doors (including,  without
limitation,  all loading dock doors, dock levelers, and related dock systems and
areas),  repair,  maintenance and replacement of damaged or broken glass,  plate
glass,  windows,  and other breakable  materials,  replacement of interior light
bulbs,  light fixtures and ballasts in or serving the Demised  Premises.  Tenant
shall operate,  maintain,  repair and replace the pipes and other  equipment and
facilities  for water,  sewage and other  utility  services  serving the Demised
Premises  from the point  exclusively  serving  the  Demised  Premises,  even if
outside of the Demised Premises.  All costs of maintenance and repairs by Tenant
shall be considered Additional Rent hereunder. All maintenance and repairs to be
performed by Tenant shall be done promptly,  in a good and workmanlike  fashion,
and without  diminishing  the  original  quality of the Demised  Premises or the
Property.

                                       10
<PAGE>

     7.4 Landlord's Maintenance Obligation.
     --------------------------------------
     Landlord,  at its sole cost and  expense,  shall  maintain  and replace the
exterior  walls and  structural  elements of the Building and the  Improvements.
Landlord, at its sole cost and expense, shall be responsible for the replacement
of the roofs of the  Building.  Landlord's  maintenance  obligation  under  this
Section shall be determined in Landlord's  sole and subjective  discretion.  For
the purposes of this  Section,  all work and costs for the roofs of the Building
shall be  considered  to be  maintenance  and  repairs  included  in the  Common
Facilities  charges,  except for the replacement of the entire roofing system of
the Building by Landlord hereunder.

VIII. OTHER COVENANTS OF TENANT.
--------------------------------

     8.1 Limitation on Use by Tenant.
     --------------------------------
     Tenant covenants and agrees to use the Demised Premises only for the use or
uses set forth as  Permitted  Uses by Tenant in the Summary of Basic Lease Terms
and for no other purposes, except with the prior written consent of Landlord, in
its sole and subjective discretion.

     8.2 Compliance with Laws.
     -------------------------
     Tenant  covenants  and  agrees  that  nothing  shall be done or kept on the
Demised Premises in violation of any law,  ordinance,  order, rule or regulation
of any governmental  authority having jurisdiction and that the Demised Premises
shall be used, kept and maintained in compliance  with any such law,  ordinance,
order,  rule or regulation and with the certificate of occupancy  issued for the
Building and the Demised Premises.

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

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

     8.5 No Structural or Electrical Overloading.
     --------------------------------------------
     Tenant  covenants  and  agrees  that  nothing  shall be done or kept on the
Demised Premises or the Building and that no improvements, changes, alterations,
additions,  maintenance  or repairs shall be made to the Demised  Premises which
might impair the structural soundness of the Building,  which might result in an
overload of electrical  lines serving the Building or which might interfere with
electric or  electronic  equipment  in the Building or on any adjacent or nearby
property.  In the event of  violations  hereof,  Tenant  covenants and agrees to
immediately  remedy the violation at Tenant's expense and in compliance with all
requirements of governmental authorities and insurance underwriters.

                                       11
<PAGE>

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

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

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

     8.9 No Animals.
     ---------------
     Tenant  covenants  and agrees that no animals shall be permitted or kept on
the Demised  Premises or the Property,  except as may be required for any person
with a disability.

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

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

                                       12
<PAGE>

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

     8.13 No Mechanic's Liens.
     -------------------------
     Tenant  covenants  and agrees  not to permit or suffer,  and to cause to be
removed and released, any mechanic's,  materialmen's or other lien on account of
supplies,  machinery,  tools, equipment,  labor or material furnished or used in
connection with the construction, alteration, improvement, addition to or repair
of the Demised  Premises by, through or under Tenant.  At least twenty (20) days
prior to any Changes,  Tenant shall  provide  written  notice to Landlord of the
date of commencement of any Changes.  Landlord shall have the right, at any time
and from time to time, to post and maintain on the Demised Premises and Building
such notices as Landlord deems necessary to protect the Demised Premises against
such  liens.  Tenant  shall  have the right to  contest,  in good faith and with
reasonable  diligence,  the validity of any such lien or claimed lien,  provided
that Tenant shall give to Landlord such security as may be reasonably  requested
by Landlord to insure the payment of any amounts claimed, including interest and
costs, and to prevent any sale, foreclosure or forfeiture of any interest in the
Property on account of any such lien,  including,  without limitation,  bonding,
escrow or endorsement of the title  insurance  policy of Landlord and any holder
of a mortgage or deed of trust encumbering the Property.  If Tenant so contests,
then on  final  determination  of the  lien or  claim  for  lien,  Tenant  shall
immediately pay any judgment rendered,  with interest and costs, and shall cause
the lien to be released and any judgment satisfied.

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

                                       13
<PAGE>

     8.15 Subordination to Landlord Mortgages.
     -----------------------------------------
     Tenant  covenants  and agrees that this Lease and Tenant's  interest in the
Demised  Premises shall be junior and subordinate to any first mortgage or first
deed of trust now or hereafter  encumbering  the  Property.  If Tenant  notifies
Landlord in writing that it desire any first mortgagee or holder of a first deed
of trust to covenant not to disturb  Tenant and this Lease,  Landlord shall make
such request to such  mortgagee  or holder and Tenant  shall pay, as  Additional
Rent,  all costs  charged by such  mortgagee or holder for such  non-disturbance
covenant. In the event of a foreclosure of any such first mortgage or first deed
of trust,  Tenant shall attorn to the party  acquiring  title to the Property as
the result of such  foreclosure.  No act or further agreement by Tenant shall be
necessary  to  establish  the  subordination  of this  Lease to any  such  first
mortgage or first deed of trust which is self-executing but Tenant covenants and
agrees, upon request of Landlord,  to execute such documents as may be necessary
or  appropriate  to confirm and establish  this Lease as subordinate to any such
first  mortgage  or  first  deed of  trust  in  accordance  with  the  foregoing
provisions.  Alternatively,  Tenant  covenants and agrees that, at the option of
any  mortgagee  or  beneficiary  under a deed of  trust,  Tenant  shall  execute
documents as may be necessary to establish  this Lease and Tenant's  interest in
the  Demised  Premises as  superior  to any such  mortgage or deed of trust.  If
Tenant  fails to execute any  documents  required to be executed by Tenant under
the provisions hereof,  Tenant shall be deemed to have agreed to and be bound by
the covenants, terms and conditions provided in such documents. If the holder of
any first mortgage or first deed of trust, or purchaser at foreclosure  thereof,
succeeds to the  interest of Landlord in the Land or the  Building,  such person
shall not be (i) liable for any act or omission  of  Landlord  under this Lease;
(ii) liable for the  performance of Landlord's  covenants  hereunder which arise
prior to such person  succeeding  to the interest of Landlord  hereunder;  (iii)
bound by the payment of any rent which  Tenant may have paid more than one month
in advance; (iv) liable for any security deposit which was not delivered to such
person; or (v) bound by any modifications to this Lease to which such holder has
not consented in writing.

     8.16 No Assignment or Subletting.
     ---------------------------------

          (a) Tenant  covenants  and agrees not to make or permit a Transfer  by
     Tenant, as hereinafter  defined,  without Landlord's prior written consent,
     which consent shall not be  unreasonably  withheld.  A "Transfer" by Tenant
     shall include an assignment of this Lease, a sublease of all or any part of
     Tenant's interest under this Lease or in the Demised Premises, by operation
     of law or  otherwise,  or the use or  occupancy  of all or any  part of the
     Demised  Premises by anyone other than Tenant.  Any such Transfer by Tenant
     without  Landlord's  written  consent shall be void and shall  constitute a
     default under this Lease. In the event Landlord consents to any Transfer by
     Tenant,  Tenant shall not be relieved of its  obligations  under this Lease
     and Tenant shall remain  liable,  jointly and severally and as a principal,
     and not as a guarantor or surety,  under this Lease,  to the same extent as
     though no Transfer by Tenant had been made, unless specifically provided to
     the contrary in Landlord's prior written consent. The acceptance of rent by
     Landlord  from any  person  other than  Tenant  shall not be deemed to be a
     waiver  by  Landlord  of the  provisions  of this  Section  or of any other
     provision of this Lease and any consent by Landlord to a Transfer by Tenant
     shall not be deemed a consent to any subsequent Transfer by Tenant.

                                       14
<PAGE>

          (b) If Tenant requests Landlord's consent to a Transfer,  Tenant shall
     submit to  Landlord  in writing the name of the  proposed  transferee,  the
     effective date of the Transfer,  the terms of the proposed Transfer, a copy
     of the proposed form of sublease or assignment,  and such information as to
     the business,  reputation,  responsibility,  and financial  capacity of the
     transferee as Landlord shall reasonably require to evaluate the request. It
     shall be  reasonable  for the  Landlord  to  withhold  its  consent  to any
     Transfer  where:  (i) in the  case of a  sublease,  the  subtenant  has not
     acknowledged   that  the   provisions   of  this  Lease  control  over  any
     inconsistent  provision in the  sublease;  or (ii) the proposed  transferee
     does not have the ability to perform its  obligations  under the assignment
     or sublease;  or (iii) the intended use by the transferee  would damage the
     goodwill or  reputation  of the  Building;  or (iv) the intended use is not
     compatible  with  other  uses  of  the  Building  or is  not  permitted  by
     applicable law or covenant. The foregoing criteria are not exhaustive,  and
     Landlord  may  withhold  consent  to a  Transfer  on any  other  reasonable
     grounds.  Tenant  shall  reimburse  Landlord  for all of  Landlord's  costs
     incurred  in  connection  with  any  request  for  consent  to a  Transfer,
     including without limitation a reasonable sum for attorneys' fees.

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

          (d) In the event Landlord  consents to a Transfer by Tenant,  then any
     option to renew this Lease,  right to extend this Lease Term,  or option or
     right of  refusal  to  expand  the  Demised  Premises  shall  automatically
     terminate.

          (e) Tenant covenants and agrees to pay, as Additional Rent to Landlord
     the amount of $250.00 as an  administrative  charge to compensate  Landlord
     for  processing  such request and any other  reasonable  costs and expenses
     incurred by Landlord in connection  with such request  (including,  without
     limitation,  reasonable  attorneys'  fees),  whether or not the  consent of
     Landlord is given to the  Transfer  requested  by Tenant.  Tenant shall pay
     such $250.00  administrative  charge and an  estimated  amount of the other
     costs and  expenses,  as  determined  by  Landlord,  which shall be due and
     payable to  Landlord,  at the time that  Tenant  submits  such  request for
     consent to the Transfer to Landlord;  provided,  however, that upon request
     from Tenant,  Landlord  shall provide  Tenant with the estimated  amount of

                                       15
<PAGE>

     such other  costs and  expenses.  When the actual  amount of such costs and
     expenses  are known by  Landlord,  then if such  estimated  amount  paid by
     Tenant  is  greater  than the  actual  amount of such  costs and  expenses,
     Landlord  shall refund any such excess to Tenant,  and if the actual amount
     of such costs and expenses are greater than such  estimated  amount paid by
     Tenant, Tenant shall pay to Landlord,  within ten (10) days after demand by
     Landlord,  any such  additional  actual costs and expenses.  The payment of
     such administrative  charge and other costs and expenses by Tenant shall be
     a condition  precedent to the  effectiveness  of any consent by Landlord to
     such Transfer.

          (f)  Notwithstanding  anything to the  contrary,  Tenant  shall not be
     entitled to make a Transfer to an existing  tenant of the Building,  or any
     subtenant or assignee  thereof,  or any person or entity with whom Landlord
     or its  agent  had  contacted,  negotiated  with or given or  received  any
     written or oral proposal  regarding a lease of space in the Building within
     the six (6) month  period  preceding  Tenant's  request for such  Transfer.
     Tenant  shall not  publicly  advertise  the rate or other  terms upon which
     Tenant is willing to Transfer  the Demised  Premises,  and all other public
     advertisements of a Transfer shall be subject to the prior written approval
     of Landlord,  which approval  shall not be  unreasonably  withheld.  Public
     advertisement shall include, without limitation,  the placement or displays
     of any signs or lettering on or above the Demised Premises.  If at the time
     there is any vacant or unoccupied  space in the Building,  Tenant shall not
     be entitled to  transfer  or offer to  transfer  the Demised  Premises at a
     rental rate less than the  prevailing  fair market  rental than  offered by
     Landlord, in its sole and subjective discretion, for such other space.

          (g) For the  purposes of this Lease,  the term  "Transfer"  shall also
     include:  the  transfer or change,  whether  voluntary,  involuntary  or by
     operation of law, of  twenty-five  percent  (25%) or more of the control or
     ownership,  whether  legal or  beneficial,  in Tenant  within a twelve (12)
     month   period;   the   dissolution,   merger,   consolidation   or   other
     reorganization of Tenant; or the withdrawal,  resignation or termination of
     the  majority of any general  partners,  managers or board of  directors of
     Tenant.

          (h) As a condition to Landlord's  consent to a Transfer by Tenant, any
     assignee shall  expressly  assume all the  obligations of Tenant under this
     Lease in a written  instrument  reasonably  satisfactory  to  Landlord  and
     furnished  to  Landlord  not later  than  fifteen  (15)  days  prior to the
     effective  date of such  assignment,  and any subtenant  shall  covenant to
     Landlord  to comply  with all  obligations  of Tenant  under  this Lease as
     applied to the portion of the  Demised  Premises so sublet and to attorn to
     Landlord,  at Landlord's written election,  in the event of any termination
     of this Lease prior to the expiration  date of the Lease Term, all of which
     shall be in a written instrument  satisfactory to Landlord and furnished to
     Landlord not later than fifteen  (15) days prior to the  effective  date of
     such sublease.

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

                                       16
<PAGE>

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

     8.19 Estoppel Certificates.
     ---------------------------
     Tenant  covenants  and  agrees  to  execute,  acknowledge  and  deliver  to
Landlord,  upon Landlord's written request, a written statement  certifying that
this Lease is unmodified  (or, if modified,  stating the  modifications)  and in
full  force and  effect;  stating  the dates to which  Basic Rent has been paid;
stating the amount of the Security Deposit held by Landlord;  stating the amount
of the Monthly  Deposits held by Landlord for the then tax and  insurance  year;
and stating  whether or not  Landlord or Tenant are in default  under this Lease
(and,  if so,  specifying  the nature of the  default);  and stating  such other
matters concerning this Lease as Landlord may reasonably request.  Tenant agrees
that such  statement  may be  delivered  to and relied  upon by any  existing or
prospective mortgagee or purchaser of the Property. Tenant agrees that a failure
to deliver  such a statement  within ten (10) days after  written  request  from
Landlord  shall be  conclusive  upon Tenant that this Lease is in full force and
effect without modification except as may be represented by Landlord; that there
are no uncured  defaults by Landlord or Tenant under this Lease except as may be
represented by Landlord; and that any representation by Landlord with respect to
Basic Rent, the Security  Deposit,  the Monthly Deposits and any other permitted
matter are true.

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

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

                                       17
<PAGE>

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

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

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

                                       18
<PAGE>

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

     8.26 Rules and Regulations.
     ---------------------------
     Tenant shall observe and comply with rules and regulations  attached hereto
as Exhibit C, which may be amended  from time to time by Landlord  by  providing
written  notice  thereof to Tenant.  Landlord shall not be responsible to Tenant
for the  failure of any other  tenant of the  Building to observe or comply with
any of the rules or regulations.

     8.27 Tenant's  Representations,  Warranties and Covenants Concerning Use of
     Hazardous Substances.
     ---------------------------------------------------------------------------
          (a) Tenant shall, at its sole cost and expense,  keep and maintain the
     Property in good  condition,  ordinary  wear and tear and damage by fire or
     other casualty  excepted and promptly respond to and cleanup any release or
     threatened release of any Hazardous Substance (as hereinafter defined) into
     the drainage systems, soil, surface water, groundwater, or atmosphere, in a
     safe manner,  in strict  accordance  with  Applicable  Law (as  hereinafter
     defined), and as authorized or approved by all federal, state, and/or local
     agencies having authority to regulate the permitting, handling, and cleanup
     of Hazardous Substances; provided, however, Tenant's obligations under this
     sentence  shall not include any  Hazardous  Substances  which Tenant proves
     existed on the  Property  on the  commencement  of this  Lease Term  unless
     caused by any act or  omission  of  Tenant,  or its  employees  or  agents.
     Tenant, its employees and agents,  shall not use, store,  generate,  treat,
     transport,  or dispose of any Hazardous  Substance at the Property  without
     first  obtaining  Landlord's  written  approval,  which consent shall be in
     Landlord's sole and subjective discretion. Tenant shall notify Landlord and
     seek such  approval in writing at least  thirty (30) days prior to bringing
     any Hazardous  Substance onto the Property.  Landlord may withdraw approval
     of any such Hazardous  Substance at any time, for reasonable  cause related
     to the  threat of site  contamination,  or  damage  or  injury to  persons,
     property or  resources on or near the  Property.  Upon  withdrawal  of such
     approval,  Tenant shall immediately remove the Hazardous Substance from the
     site.  Landlord's failure to approve the use of a Hazardous Substance under
     this  Section  shall not limit or affect  Tenant's  obligations  under this
     Lease,  including  Tenant's duty to remedy or remove releases or threatened
     releases;  to comply with  Applicable  Law  relating  to the use,  storage,
     generation,  treatment,   transportation,   and/or  disposal  of  any  such
     Hazardous  Substances;  or to indemnify Landlord against any harm or damage
     caused thereby.

                                       19
<PAGE>

          (b) For any month in which any  Hazardous  Substances  have been used,
     generated,  treated, stored, transported or otherwise been present on or in
     the  Property  pursuant to the  provisions  of this  Section,  Tenant shall
     provide  Landlord with a written  report  listing the Hazardous  Substances
     which were present on the  Property;  all releases of Hazardous  Substances
     that occurred or were  discovered on the Demised  Premises;  all compliance
     activities  related to such  Hazardous  Substances,  including all contacts
     with  government  agencies  or  private  parties  of  any  kind  concerning
     Hazardous Substances; and all manifests, business plans, consent agreements
     or other documents relating to Hazardous  Substances  executed or requested
     during that time period.  The report shall include  copies of all documents
     and  correspondence  related to such  activities and written reports of all
     oral contacts relating thereto. Tenant shall permit Landlord and Landlord's
     agents to enter into and upon the Demised Premises,  without notice, at all
     reasonable  times  (or at any time in the  event of an  emergency)  for the
     purpose of  inspecting  the Demised  Premises and all  activities  thereon,
     including  activities  involving Hazardous  Substances,  or for purposes of
     maintaining any buildings on the Demised Premises.  Such right of entry and
     inspection  shall not  constitute  managerial  or  operational  control  by
     Landlord over any  activities  or  operations  conducted on the Property by
     Tenant.

          (c) Tenant hereby  indemnifies,  defends and holds  harmless  Landlord
     from and against any suits, actions,  legal or administrative  proceedings,
     demands, claims, liabilities,  fines, penalties, losses, injuries, damages,
     expenses or costs,  including  interest and attorneys'  fees,  incurred by,
     claimed or assessed against Landlord (i) under any laws, rules, regulations
     including,  without limitation,  Applicable Laws, (ii) in any way connected
     with any injury to any person or damage to any property,  or (iii) any loss
     to Landlord occasioned in any way by Hazardous  Substances on the Property;
     provided  however,  Tenant's  obligations  under  this  sentence  shall not
     include  any  Hazardous  Substances  which  Tenant  proves  existed  on the
     Property on the commencement of this Lease Term unless caused by any act or
     omission of Tenant, or its employees or agents. This indemnity specifically
     includes the direct  obligation  of Tenant to perform any remedial or other
     activities  required,  ordered,  recommended  or  requested  by any agency,
     government  official or third  party,  or  otherwise  necessary to avoid or
     minimize  injury or  liability  to any person,  or to prevent the spread of
     pollution,  however  it  came  to  be  located  thereon  (hereinafter,  the
     "Remedial Work"). Tenant shall perform all Remedial Work in its own name in
     accordance with  Applicable  Laws.  Without  waiving its rights  hereunder,
     Landlord may, at its option,  perform the Remedial Work and thereafter seek
     reimbursement for the costs thereof. Tenant shall permit Landlord access to
     the Property to perform any Remedial Work.  Whenever  Landlord has incurred
     costs  described in this  Section,  Tenant  shall,  within ten (10) days of
     receipt  of  notice  thereof,  reimburse  Landlord  for all  such  expenses
     together with interest from the date of expenditure at the rate provided in
     Section 12.9 hereof.

                                       20
<PAGE>

          (d) Without  limiting its obligations  under any other Section of this
     Lease, Tenant shall be solely and completely  responsible for responding to
     and complying with any administrative  notice, order, request or demand, or
     any  third  party  claim  or  demand   relating  to   potential  or  actual
     contamination  on the Property and resulting  from the acts of Tenant,  its
     employees  and agents.  The  responsibility  conferred  under this  Section
     includes  but is not  limited  to  responding  to such  orders on behalf of
     Landlord  and  defending  against any  assertion  of  Landlord's  financial
     responsibility  or  individual  duty to perform  under such orders.  Tenant
     assumes all  liabilities  or  responsibilities  which are assessed  against
     Landlord in any action described under this Section.  Tenant hereby waives,
     releases  and  discharges  forever  Landlord  from all  present  and future
     claims, demands,  suits, legal and administrative  proceedings and from all
     liability  for damages,  losses,  costs,  liabilities,  fees and  expenses,
     present and future,  arising out of or in any way connected with Landlord's
     use, maintenance,  ownership or operation of the Property, any condition of
     environmental  contamination of the Property, or the existence of Hazardous
     Substances  in any state on the  Property,  however  they came to be placed
     there.

          (e)  "Hazardous  Substance(s)"  shall  mean any  hazardous  substance,
     pollutant,  contaminant,  waste,  by-product or constituent regulated under
     any of the  Applicable  Laws (as  hereinafter  defined);  oil and petroleum
     products,  natural  gas,  natural gas liquids,  liquified  natural gas, and
     synthetic  gas  usable  for  fuel;  pesticides  regulated  under any of the
     Applicable Laws; asbestos and asbestos containing materials, PCBs and other
     substances  regulated  under any of the  Applicable  Laws;  raw  materials,
     building   components  and  the  product  of  any  manufacturing  or  other
     activities on the Property;  source  material,  special  nuclear  material,
     by-product  material and any other  radioactive  materials  or  radioactive
     wastes,  however  produced,  regulated  under the Atomic  Energy Act or the
     Nuclear   Waste   Policy  Act;   chemicals   subject  to  the  OSHA  Hazard
     Communications  Standard,  29 C.F.R.  ss.  19.10.1200  et seq.;  industrial
     process and pollution  control wastes,  whether or not defined as hazardous
     within the meaning of any  Applicable  Law; and any substance  which at any
     time shall be listed as  "hazardous"  or "toxic" or regulated  under any of
     the Applicable Laws.

          (f)  "Applicable  Law(s)" shall include,  but shall not be limited to,
     all federal, state, and local statutes,  ordinances,  regulations and rules
     regulating to environmental  quality,  health,  safety,  contamination  and
     cleanup including,  without  limitation,  the Clean Air Act, as amended, 42
     U.S.C.  ss.  7401 et seq.,  the Federal  Water  Pollution  Control  Act, as
     amended,  33 U.S.C.  ss. 1251 et seq.;  the Water  Quality Act of 1987,  as
     amended;  the  Federal  Insecticide,  Fungicide  and  Rodenticide  Act,  as
     amended,  7 U.S.C.  ss. 136 et seq.;  the Marine  Protection,  Research and
     Sanctuaries  Act, as amended,  33 U.S.C.  ss.  1401 et seq.;  the  National
     Environmental Policy Act, as amended, 42 U.S.C. ss. 4321 et seq.; the Noise
     Control  Act, as amended,  42 U.S.C.  ss.  4901 et seq.;  the  Occupational
     Safety and Health Act, as amended,  29 U.S.C. ss. 651 et seq.; the Resource
     Conservation  and Recovery Act, as amended,  42 U.S.C. ss. 609 et seq.; the
     Safe Drinking  Water Act, as amended,  42 U.S.C.  ss.  300(f) et seq.;  the
     Comprehensive  Environmental  Response,  Compensation and Liability Act, as
     amended,  42 U.S.C. ss. 9601 et seq.; the Toxic Substances  Control Act, as
     amended,  15 U.S.C. ss. 2601 et seq.; the Atomic Energy Act, as amended, 42
     U.S.C.  ss.2011 et seq.;  the Nuclear Waste Policy Act of 1982, as amended,
     42 U.S.C.  ss.10101 et seq.; and state superlien and environmental  cleanup
     statutes,  with  implementing  regulations and guidelines.  Applicable Laws
     shall also include all federal, state, regional, county, municipal, agency,
     judicial and other local laws, statutes, ordinances, regulations, rules and
     rulings,   whether  currently  in  existence  or  hereinafter   enacted  or
     promulgated,  that govern or relate to: (i) the  existence,  cleanup and/or
     remedy of contamination of property; (ii) the protection of the environment
     from  spilled,  deposited or otherwise  emplaced  contamination;  (iii) the
     control of Hazardous  Substances;  or (iv) the use, generation,  discharge,
     transportation, treatment, removal or recovery of Hazardous Substances.

                                       21
<PAGE>

IX. DAMAGE OR DESTRUCTION.
--------------------------

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

     9.2 Options to Terminate if Damage Substantial.
     -----------------------------------------------
     Upon receipt of Tenant's Notice of Damage,  Landlord shall promptly proceed
to determine the nature and extent of the damage or destruction  and to estimate
the time  necessary  to repair  or  restore  the  Demised  Premises.  As soon as
reasonably  possible,  Landlord  shall  give  written  notice to Tenant  stating
Landlord's  estimate  of the time  necessary  to repair or restore  the  Demised
Premises  ("Landlord's Notice of Repair Time"). If Landlord reasonably estimates
that repair or restoration of the Demised  Premises  cannot be completed  within
one  hundred  eighty  (180)  days from the time of  Tenant's  Notice of  Damage,
Landlord  and Tenant  shall each have the option to  terminate  this Lease.  If,
however,  the damage or destruction  was caused by the act or omission of Tenant
or  Tenant's  officers,  employees,  agents,  guests  or  invitees  or of anyone
claiming  by,  through  or under  Tenant,  Landlord  shall  have the  option  to
terminate  this  Lease if  Landlord  reasonably  estimates  that the  repair  or
restoration  cannot reasonably be completed within one hundred eighty (180) days
from the time of Tenant's Notice of Damage, but Tenant shall not have the option
to terminate  this Lease.  Any option  granted  hereunder  shall be exercised by
written  notice to the other party given  within ten (10) days after  Landlord's
Notice of Repair  Time.  If either  Landlord or Tenant  exercises  its option to
terminate  this  Lease,  this Lease  Term  shall  expire ten (10) days after the
notice by either Landlord or Tenant  exercising such party's option to terminate
this Lease.  Following  termination of this Lease under the  provisions  hereof,
Landlord shall refund to Tenant such amounts of Basic Rent and  Additional  Rent
theretofore paid by Tenant as may be applicable to the period  subsequent to the
time of  Tenant's  Notice  of  Damage  less the  reasonable  value of any use or
occupation of the Demised Premises by Tenant  subsequent to the time of Tenant's
Notice of Damage.

     9.3 Option to Terminate if Damage to Building.
     ----------------------------------------------
     If the Building  shall be damaged or  destroyed  by fire or other  casualty
(though the Demised Premises may not be affected or if affected, can be repaired
within one  hundred  eighty  (180) days) to the extent of 33-1/3% or more of the
replacement  value of the  Building,  and within such twenty (20) days after the
happening of such damage Landlord shall decide not to reconstruct or rebuild the
Building,  then upon written notice to Tenant within such twenty (20) days, this
Lease shall  terminate and Landlord shall refund to Tenant such amounts of Basic
Rent and  Additional  Rent paid by Tenant for the period  after such damage less
the reasonable  value of any use or occupation of the Demised Premises by Tenant
during such period.

                                       22
<PAGE>

     9.4 Obligations to Repair and Restore.
     --------------------------------------
     If repair and restoration of the Demised  Premises can be completed  within
the period specified in Sections 9.2, in Landlord's reasonable estimation, or if
neither  Landlord nor Tenant terminate this Lease as provided in Sections 9.2 or
9.3, then this Lease shall  continue in full force and effect and Landlord shall
proceed forthwith to cause the Demised Premises to be repaired and restored with
reasonable  diligence and there shall be abatement of Basic Rent and  Additional
Rent  proportionate to the extent of the space and period of time that Tenant is
unable to use and enjoy the Demised Premises.

     9.5 Application of Insurance Proceeds.
     --------------------------------------
     The proceeds of any Casualty Insurance  maintained on the Demised Premises,
other than  casualty  insurance  maintained  by Tenant on fixtures  and personal
property  of  Tenant,  shall be paid to and  become the  property  of  Landlord,
subject to any  obligation  of  Landlord  to cause the  Demised  Premises  to be
repaired  and  restored  and  further  subject  to any  rights  of a holder of a
mortgage or deed of trust encumbering the Property to such proceeds.  Landlord's
obligation to repair and restore the Demised Premises provided in this Section 9
is  limited  to the repair and  restoration  that can be  accomplished  with the
proceeds of any  Casualty  Insurance  maintained  on the Demised  Premises.  The
amount of any such  insurance  proceeds is subject to any right of a holder of a
mortgage or deed of trust encumbering the Property to apply such proceeds to its
secured debt.

X. CONDEMNATION.
----------------

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

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

     10.3 Restoration on Insubstantial Taking.
     -----------------------------------------
     In the  event  of an  Insubstantial  Taking  with  respect  to the  Demised
Premises or the  Building,  this Lease shall  continue in full force and effect,
Landlord  shall  proceed  forthwith  to cause the  Demised  Premises,  less such
Taking,  to be restored as near as may be to the original  condition thereof and
there shall be abatement of Basic Rent and Additional Rent  proportionate to the
extent of the space so taken.

                                       23
<PAGE>

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

XI. DEFAULTS BY TENANT.
-----------------------

     11.1 Defaults Generally.
     ------------------------
     In the event that any of the following events shall occur,  Tenant shall be
deemed to be in default of  Tenant's  obligations  under this Lease (each of the
following shall be referred to as a "Default by Tenant"):

     11.2 Failure to Pay Rent or Other Amounts.
     ------------------------------------------
     A  Default  by  Tenant  shall  exist if  Tenant  fails to pay  Basic  Rent,
Additional Rent, Monthly Deposits, or any other amounts payable by Tenant within
five (5) days after such  rental or other  amount is due under the terms of this
Lease.

     11.3 Violation of Lease Terms.
     ------------------------------
     A Default by Tenant shall exist if Tenant  breaches or fails to comply with
any non-monetary agreement, term, covenant or condition in this Lease applicable
to Tenant,  and Tenant does not cure such breach or failure  within  twenty (20)
days after notice  thereof by Landlord to Tenant,  or, if such breach or failure
to comply cannot be reasonably cured within such 20-day period,  if Tenant shall
not in good faith  commence to cure such breach or failure to comply within such
20-day period or shall not  diligently  proceed  therewith to completion  within
sixty (60) days  following  the  occurrence  of the breach or failure.  Landlord
shall not be required to give written notice of a non-monetary default more than
two (2) times in any twelve month period during this Lease Term,  and thereafter
Tenant's  failure to perform any  non-monetary  agreement,  term,  covenant,  or
condition as and when required to be performed by Tenant under the terms of this
Lease shall be a Default without notice or demand.  11.4 Nonoccupancy of Demised
Premises. A Default by Tenant shall exist if Tenant shall fail to occupy and use
the Demised  Premises within fifteen (15) days after  commencement of this Lease
Term or shall leave the Demised Premises unoccupied for fifteen (15) consecutive
days or shall vacate and abandon the Demised Premises.

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

                                       24
<PAGE>

     11.6 Execution and Attachment against Tenant.
     ---------------------------------------------
     A Default by Tenant shall exist if Tenant's interest under this Lease or in
the Demised  Premises  shall be taken upon  execution or by other process of law
directed  against Tenant,  or shall be subject to any attachment at the instance
of any  creditor or claimant  against  Tenant and said  attachment  shall not be
discharged or disposed of within fifteen (15) days after the levy thereof.

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

XII. LANDLORD'S REMEDIES.
-------------------------

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

     12.2 Cure by Landlord.
     ----------------------
     In the event of a Default by Tenant,  Landlord may, at  Landlord's  option,
but  without  obligation  to do  so,  and  without  releasing  Tenant  from  any
obligations  under this  Lease,  make any payment or take any action as Landlord
may deem  necessary  or  desirable  to cure any such  Default  by Tenant in such
manner and to such extent as Landlord may deem necessary or desirable.  Landlord
may do so without  demand on, or written  notice to,  Tenant and without  giving
Tenant an  opportunity  to cure such  Default by Tenant.  Tenant  covenants  and
agrees to pay to  Landlord,  within ten (10) days after  demand,  all  advances,
costs and expenses of Landlord in connection with the making of any such payment
or the taking of any such action including,  without limitation, (a) a charge in
the amount of fifteen percent (15%) of such advances, costs and expenses payable
to Landlord to compensate for the administrative  overhead  attributable to such
action, (b) reasonable attorney's fees, and (c) interest as hereinafter provided
from the day of payment of any such  advances,  costs and  expenses by Landlord.
Action  taken by Landlord may include  commencing,  appearing  in,  defending or
otherwise  participating  in any action or  proceeding  and paying,  purchasing,
contesting or compromising any claim, right,  encumbrance,  charge or lien, with
respect to the Demised  Premises which  Landlord,  in its  discretion,  may deem
necessary or desirable to protect its interest in the Demised Premises and under
this Lease.

                                       25
<PAGE>

     12.3 Termination of Lease and Damages.
     --------------------------------------
     In the event of a Default by Tenant,  Landlord  may  terminate  this Lease,
effective  at such time as may be  specified  by written  notice to Tenant,  and
demand  (and,  if such demand is  refused,  recover)  possession  of the Demised
Premises  from Tenant.  Tenant shall remain liable to Landlord for damages in an
amount equal to the Basic Rent,  Additional Rent and other sums 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 Demised
Premises  by  Landlord  subsequent  to such  termination,  after  deducting  all
Landlord's expenses in connection with such recovery of possession or reletting.
Landlord  shall be entitled to collect and receive  such  damages from Tenant on
the days on which the Basic Rent,  Additional  Rent and other amounts would have
been payable if this Lease had not been terminated. Alternatively, at the option
of Landlord,  Landlord shall be entitled to recover  forthwith  from Tenant,  as
damages for loss of the bargain and not as a penalty, an aggregate sum which, at
the time of such  termination of this Lease,  represents the excess,  if any, of
(a) the aggregate of the Basic Rent,  Additional Rent and all other sums payable
by Tenant  hereunder that would have accrued for the balance of this Lease Term,
over (b) the aggregate  rental value of the Demised  Premises for the balance of
this Lease Term, both discounted to present worth at the rate of 8% per annum.

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

                                       26
<PAGE>

     12.5 Landlord's Lien and Enforcement.
     -------------------------------------
     Tenant  hereby  grants to  Landlord a  security  interest  in all  personal
property of Tenant now or hereafter  located on the Demised Premises as security
for the performance of Tenant's  obligations under this Lease.  Tenant covenants
and agrees,  upon request by Landlord  from time to time, to execute and deliver
such  financing  statements  as may be  necessary  or  desirable  to perfect the
security interest hereby granted. In the event of a Default by Tenant,  Landlord
may foreclose the security  interest  hereby granted in any manner  permitted by
law.

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

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

     12.8 Administrative Late Charge.
     --------------------------------
     Notwithstanding  any other  remedies for nonpayment of rent, if the monthly
payment of Basic Rent and  Additional  Rent are not  received  by Landlord on or
before the fifth  (5th) day of the month for which such rental is due, or if any
other  payment due  Landlord by Tenant is not  received by Landlord on or before
the fifth (5th) day of the month next  following  the month in which  Tenant was
invoiced,  an  administrative  late charge of five percent (5%) of such past due
amount shall become due and payable,  as  Additional  Rent,  in addition to such
amounts  owed under this Lease of Space to help  defray the  additional  cost to
Landlord for processing such late payments.

     12.9 Interest on Past-Due Payments and Advances.
     ------------------------------------------------
     Tenant  covenants  and  agrees  to pay to  Landlord,  as  Additional  Rent,
interest on demand at the rate of eighteen  percent (18%) per annum,  compounded
on a monthly basis,  on the amount of any Basic Rent,  Monthly  Deposit or other
charges not paid when due,  from the date due and payable,  and on the amount of
any  payment  made by Landlord  required to have been made by Tenant  under this
Lease  and on the  amount  of  any  costs  and  expenses,  including  reasonable
attorneys' fees, paid by Landlord in connection with the taking of any action to
cure any  Default  by Tenant,  from the date of making  any such  payment or the
advancement of such costs and expenses by Landlord.

     12.10 Additional Damages.
     -------------------------
     In the event of a Default by Tenant,  Landlord shall be entitled to recover
as damages, in addition to all other damages and remedies provided hereunder, an
amount  equal  to the  total  of (i) the cost of  recovering  possession  of the
Demised  Premises,  (ii) the unpaid  Basic Rent,  Additional  Rent and any other
amounts  current at the time of such  Default by Tenant,  (iii)  damages for the
wrongful  withholding of the Demised Premises by Tenant,  and (iv) consequential
damages and loss of profits.

                                       27
<PAGE>

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

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

XIII. SURRENDER AND HOLDING OVER.
---------------------------------

     13.1 Surrender upon Lease Expiration.
     -------------------------------------
     Upon the expiration or earlier  termination  of this Lease,  or on the date
specified in any demand for  possession by Landlord after any Default by Tenant,
Tenant  covenants and agrees to surrender  possession of the Demised Premises to
Landlord broom clean, with all lighting,  doors (including,  without limitation,
all loading dock doors, dock levelers,  and related dock systems and areas), and
electrical and mechanical systems in good working order and condition, all walls
in clean condition and holes or punctures in the walls  repaired,  and otherwise
in the same  condition  as when Tenant  first  occupied  the  Demised  Premises,
ordinary  wear  and tear  excepted.  Tenant,  at the  Landlord's  option,  shall
transfer the telephone  services to Landlord instead of terminating such service
account,  provided that Landlord bears any costs of such transfer. If within the
last  ninety  (90) days of this  Lease  Term  Tenant  has  vacated  the  Demised
Premises,  Landlord  shall  have the  right to  decorate,  remodel,  repair,  or
otherwise prepare the Demised Premises for reletting and reoccupancy.

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

XIV. MISCELLANEOUS.
-------------------

                                       28
<PAGE>

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

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

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

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

     14.5 Tenant's Remedies.
     -----------------------
     Tenant may bring a separate  action  against  Landlord for any claim Tenant
may have against  Landlord  under this Lease,  provided  Tenant shall first give
written  notice  thereof to  Landlord  and shall  afford  Landlord a  reasonable
opportunity to cure any such default.  In addition,  Tenant shall send notice of
such default by certified or registered mail, postage prepaid,  to the holder of
any mortgage or deed of trust encumbering the Demised Premises,  the Property or
any portion  thereof of whose address  Tenant has been notified in writing,  and
shall  afford  such  holder a  reasonable  opportunity  to cure any  default  on
Landlord's  behalf but in no event less than  thirty  (30) days  following  such
notice. In no event shall Landlord be responsible for any consequential  damages
incurred  by  Tenant  including,   but  not  limited  to,  loss  of  profits  or
interruption of business as a result of any default by Landlord hereunder.

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

     14.7 Short Form Lease.
     ----------------------
     This Lease shall not be recorded,  but the parties agree, at the request of
either of them,  to  execute a short form lease for  recording,  containing  the
names of the parties, a description of the Demised Premises and this Lease Term.

     14.8 Notices and Demands.
     -------------------------
     All  notices,  demands or  billings  under this Lease  shall be in writing,
signed by the party  giving  the same and  shall be  deemed  properly  given and
received  when  actually  given and  received or three (3)  business  days after
mailing, if sent by registered or certified United States mail, postage prepaid,
addressed  to the party to receive  the notice at the address set forth for such
party in the  introductory  paragraph of this Lease or at such other  address as
either party may notify the other of in writing.

                                       29
<PAGE>

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

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

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

     14.12 Governing Law.
     --------------------
     This Lease shall be interpreted  and enforced  according to the laws of the
State of Colorado.

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

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

     14.15 Format.
     -------------
     This  Lease has been  prepared  to  reflect  all  additions  and  deletions
negotiated  between  Landlord  and Tenant  from the  initial  form of this Lease
submitted by Landlord to Tenant.  All provisions and terms that are stricken are
deletions and shall not be a part of this Lease.  All provisions and terms which
are  underlined  (other than  headings,  titles and  captions) are additions and
shall be part of this Lease. Tenant acknowledges that it has had the opportunity
to thoroughly  review and negotiate this Lease and that the rule of construction
to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Lease.

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

                                       30
<PAGE>

     14.17 Agency Disclosure.
     ------------------------

          (a) Landlord is  represented  by Etkin Johnson  Company LLC,  which is
     acting as Landlord's Agent ("Landlord's  Broker"). The Landlord's Broker is
     an agent for Landlord and not an agent for Tenant, unless Landlord's Broker
     enters into a written agreement with Tenant to act as its agent. Landlord's
     Broker owes duties to Landlord which include utmost good faith, loyalty and
     fidelity.  Landlord's  Broker  will  negotiate  on  behalf of and act as an
     advocate for Landlord. Please do not tell Landlord's Broker any information
     which you do not want to share  with  Landlord.  Tenant is not  vicariously
     liable (legally  responsible)  for Landlord's  Broker's  actions.  Although
     Landlord's  Broker  does  not  represent  Tenant,  Landlord's  Broker  will
     disclose to Tenant all adverse  material facts about the property  actually
     known by Landlord's  Broker.  Landlord's  Broker will assist Tenant without
     regard to race, creed,  sex,  religion,  national origin,  familial status,
     martial status, or handicap.

          (b) DIFFERENT  BROKERAGE  RELATIONSHIPS  ARE  AVAILABLE  WHICH INCLUDE
     SELLER   (LANDLORD)   AGENCY,   SUBAGENCY,   BUYER  (TENANT)   AGENCY,   OR
     TRANSACTION-BROKER.

          (c)  The  definitions  of  real  estate  brokerage  relationships  are
     provided as follows:  A landlord's agent: (i) is engaged as a limited agent
     and  works  solely  on behalf  of the  Landlord;  (ii)  owes  duties to the
     Landlord which include the utmost good faith,  loyalty and fidelity;  (iii)
     will  negotiate on behalf of and act as an advocate for the  Landlord;  and
     (iv) must disclose to potential  tenants all adverse  material  facts about
     the  property  actually  known  by  a  landlord.   A  landlord  is  legally
     responsible for the actions of a landlord's agent when such agent is acting
     within the scope of the agency.  A separate  written  listing  agreement is
     required  which sets forth the duties and  obligations  of the  parties.  A
     subagent:  (i) is  engaged as a limited  agent and owes the same  duties of
     utmost good faith,  loyalty and  fidelity to a landlord as to a  landlord's
     agent;  (ii) must make the same disclosures to tenants  concerning  adverse
     material  facts about the property;  and (iii) will negotiate and act as an
     advocate for a landlord.  A landlord is legally responsible for the acts of
     the subagent when such agent is acting within the scope of the subagency. A
     landlord  must give  written  permission  for the  listing  agent to employ
     subagents.  A buyer's  agent:  (i) is engaged as a limited  agent and works
     solely on behalf of a tenant and owes duties to a tenant which  include the
     utmost good faith,  loyalty and fidelity;  (ii) will negotiate on behalf of
     and act as an advocate for a tenant;  and (iii) must  disclose to potential
     landlords  all  adverse  material  facts  concerning  a tenant's  financial
     ability  to  perform  the  terms of the  transaction  and  whether a tenant
     intends to occupy the  property.  A tenant is legally  responsible  for the
     actions  of the agent  when such  agent is acting  within  the scope of the
     agency.  A separate  written tenant agency agreement is required which sets
     forth the duties and  obligations of the parties.  A dual agent is a broker
     who with the written informed consent of all parties to a contemplated real
     estate transaction, is engaged as a limited agent for both the landlord and
     tenant.  A landlord  and a tenant may both be legally  responsible  for the
     acts of the dual agent  when such  agent is acting  within the scope of the
     dual  agency  relationship.  A written  dual agency  agreement/addendum  is
     required (e.g., Dual Agency Addendum). A transaction-broker:  (i) assists a
     landlord  or a tenant or both  throughout  a real estate  transaction  with
     communication,  advice, negotiation,  contracting and closing without being
     an agent or advocate  for any of the  parties;  (ii) does owe the parties a
     number of  statutory  obligations  and  responsibilities,  including  using
     reasonable  skill  and  care in the  performance  of any  oral  or  written
     agreement;  and (iii) must also make the same  disclosures  as agents about
     adverse  material  facts  concerning  a property  or a  tenant's  financial
     ability  to  perform  the terms of a  transaction  and  whether  the tenant
     intends to occupy  the  property.  The  parties  to a  transaction  are not
     legally  responsible  for  the  actions  of  a  transaction-broker   and  a
     transaction-broker  does not owe those  parties the duties of an agent.  No
     written agreement is required.

                                       31
<PAGE>

     14.18 Parking.
     --------------
     Tenant shall be entitled to the non-exclusive use of the Parking Area up to
the maximum number of spaces set forth in the Summary of Basic Lease Terms, on a
first come-first serve basis. Landlord shall be entitled to establish reasonable
rules and regulations  governing the use of the Parking Area including,  without
limitation,  the right to issue  parking  permits  and  details to be affixed to
motor  vehicles  (with the  reasonable  costs thereof being a part of the Common
Facilities charges). Landlord may designate a specific area for Tenant's parking
spaces within the Parking Area and may modify, relocate,  reduce or restrict any
of the parking spaces in the Parking Area.  Landlord shall be entitled to permit
the use of the Parking Area for other  purposes,  including  uses not related to
the  operation  of the  Building.  Landlord  shall not be liable  for and Tenant
hereby  releases and covenants not to bring any action against  Landlord for any
loss,  damage or theft to or from any motor vehicle or other property of Tenant,
or its employees,  guests or invitees, while in the Parking Area. If any visitor
parking is provided by Landlord in the Parking  Area,  the use thereof  shall be
limited to  visitors  of Tenant and other  tenants  of the  Building,  except as
otherwise permitted by Landlord.

     14.18 Prohibition Against Percentage Rent Based on Net Receipts.
     ----------------------------------------------------------------
     No rent or other amounts  payable  hereunder  shall be based in whole or in
part on the income or profits derived from the Demised  Premises or any sublease
thereof,  except for percentage rent based on gross (not net) receipts or sales.
Landlord  and  Tenant  acknowledge  that  neither  the Basic  Rent nor any other
amounts  payable by Tenant  under this Lease is based in whole or in part on the
income or profits derived from the Demised Premises or the sublease thereof, and
Tenant is not  obligated  to pay any  percentage  rent under this Lease.  If the
holder of any first  mortgage  encumbering  the  Demised  Premises  succeeds  to
landlord's   interest  under  this  Lease,   such  holder  may  elect  to  amend
unilaterally  the  provisions  relating to rent under this Lease so that none of
the rent  payable to such holder  under this Lease will be deemed to  constitute
unrelated  business  income to such  holder or  otherwise  cause such holder any
adverse tax  consequences,  but under no  circumstances  will any such amendment
increase  Tenant's payment  obligations or other liabilities under this Lease or
reduce Landlord's obligations under this Lease. Upon request by Landlord or such
holder,  Tenant shall  execute any document  that  Landlord or such holder deems
necessary to effect the foregoing amendment of this Lease.

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

                                       32
<PAGE>

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

                                       33
<PAGE>


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



                            TENANT:

                            ONE SOURCE TECHNOLOGIES, INC.
                            a Delaware corporation

                            By: /s/ Jerry Washburn
                                --------------------------------------
                            Name: Jerry Washburn
                                 -------------------------------------
                            Title: President
                                  ------------------------------------



                            LANDLORD:

                            COLORADO INDUSTRIAL PORTFOLIO, LLC,
                            a Colorado limited liability company

                            By:  /s/ Bruce H. Etkin
                                 -------------------------------------
                                 Name:  Bruce H. Etkin
                                 Title: Manager


                                       34
<PAGE>



STATE OF                                             )
        -------------------------------------        ) ss.
COUNTY OF                                            )
        -------------------------------------

         The foregoing instrument was acknowledged before me this __________ day

of _____________, by as ________________________________________________________

of __________________________________________________ , a _____________________.


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


                                             Notary Public


STATE OF                                     )
CITY AND                                     ) ss.
COUNTY OF                                    )


         The foregoing  instrument was acknowledged before me this ______ day of
______________,  2002,  by Bruce H.  Etkin,  as Manager of  Colorado  Industrial
Portfolio, LLC, a Colorado limited liability company.

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


                                                   Notary Public

                                       35
<PAGE>

                                    EXHIBIT A
                           Legal Descriptions of Land


                                       36
<PAGE>


                                    EXHIBIT B
            Location of Demised Premises Within Building (Space Plan)


                                       37
<PAGE>

                                    EXHIBIT C

                               RULES & REGULATIONS

1.   The  sidewalk,  entries,  and  driveways  of  the  Property  shall  not  be
     obstructed by Tenant,  or its agents, or used by them for any purpose other
     than ingress and egress to and from the Demised Premises.

2.   Tenant  shall not place any  objects  including,  without  limitation,  any
     antennas,  satellite  dishes,  aerials,  outdoor  furniture,  other similar
     devices or  property  on the roof or exterior  walls of the  Building,  the
     Common Facilities or any other part of the Property.

3.   If Tenant desires telegraphic,  telephonic or other electric connections in
     the Demised Premises,  Landlord or its agent will direct the electrician as
     to where and how the wires may be introduced;  and, without such direction,
     no boring or cutting of wires will be permitted.  Any such  installation or
     connection shall be made at Tenant's expense.

4.   Tenant  shall not install or operate any steam or gas engine or boiler,  or
     other mechanical apparatus in the Demised Premises,  except as specifically
     approved  in the Lease.  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
     Property.

5.   Parking any type of recreational vehicles is specifically  prohibited on or
     about the  Property.  No vehicle of any type shall be stored in the parking
     areas at any time other than  trucks  which are  operable  and owned by the
     Tenant or its employees and then only overnight and in front of the Demised
     Premises.  In the event  that a vehicle  is  disabled,  it shall be removed
     within 48 hours.  There shall not be "For Sale" or other  advertising signs
     on or about  any  parked  vehicle.  All  vehicles  shall be  parked  in the
     designated  parking areas in conformity  with all signs and other markings.
     All parking will be open  parking,  and no reserved  parking,  numbering or
     lettering of  individual  spaces will be  permitted  except as specified by
     Landlord.

6.   Tenant shall maintain the Demised  Premises free from rodents,  insects and
     other pests.  Tenant,  at its sole cost, shall be responsible for any pests
     or other  extermination  services,  which  Landlord  shall be  entitled  to
     request  of Tenant  from time to time.  Tenant  shall not burn any trash or
     garbage of any kind in or about the Demised Premises or the Property.

7.   Landlord  reserves  the right to  exclude or expel  from the  Property  any
     person  who, in the  judgment  of  Landlord,  is  intoxicated  or under the
     influence  of  liquor  or drugs or who  shall in any  manner  do any act in
     violation of these Rules and Regulations or the Lease.

8.   Tenant shall give Landlord prompt notice of any defects in the water,  lawn
     sprinkler,  sewage,  gas pipes,  electrical  lights and  fixtures,  heating
     apparatus, or any other service equipment affecting the Demised Premises.

9.   Tenant shall not permit  storage  outside the Demised  Premises,  including
     without limitation, outside storage of trucks and other vehicles (except as
     provided for in Paragraph 5 above), or dumping of waste or refuse or permit
     any  harmful  materials  to be placed in any  drainage  system or  sanitary
     system in or about the Demised Premises.

10.  All moveable trash receptacles  provided by the trash disposal firm for the
     Demised  Premises  must be  kept  in the  trash  enclosure  areas,  if any,
     provided for that purpose.

                                       38
<PAGE>

                               RULES & REGULATIONS
                               -------------------
Page Two

11.  No auction, public or private, will be permitted on the Demised Premises or
     the Property.

12.  No awnings shall be placed over the windows in the Demised  Premises except
     with the prior written consent of Landlord.

13.  The Demised Premises shall not be used for lodging,  sleeping or cooking or
     for any  immoral or illegal  purposes  or for any  purpose  other than that
     specified in the Lease.  No gaming devices shall be operated in the Demised
     Premises.

14.  Tenant assumes full responsibility for protecting the Demised Premises from
     theft,  robbery,  pilferage,  arson,  vandalism  or  other  destruction  of
     property.

15.  Tenant shall not install or operate on the Demised  Premises any  machinery
     or mechanical devices of a nature not directly related to Tenant's ordinary
     use of the  Demised  Premises  and shall  keep all such  machinery  free of
     vibration,  noise and air waves which may be transmitted beyond the Demised
     Premises.

16.  All loading and unloading of goods,  inventory and other  property from the
     Demised  Premises  shall be made only  through  loading dock areas or areas
     designated by the Landlord for such purpose.

17.  Tenant  shall keep the Demised  Premises  at a  sufficient  temperature  to
     prevent  freezing of water in pipes and fixtures.  The plumbing  facilities
     shall not be used for any purpose other than the Permitted Uses and only in
     a manner consistent with the construction thereof. Tenant shall not deposit
     or permit to be deposited any foreign substance in the plumbing facilities.
     Tenant shall bear the expense of any breakage, stoppage or damage resulting
     therefrom.

18.  Pets are not allowed in the Demised Premises without the written consent of
     Landlord.


                                       39
<PAGE>

                                ADDENDUM TO LEASE

     THIS  ADDENDUM  TO  LEASE  OF  SPACE  ("Addendum")  shall be a part of that
certain  Lease of Space,  dated August 20, 2002 (the "Lease")  between  Colorado
Industrial  Portfolio,  LLC, a Colorado limited liability company  ("Landlord"),
and One Source Technologies, Inc., a Delaware corporation ("Tenant").

     The following  provisions shall be a part of the Lease and to the extent of
any conflict  between the terms of this Addendum and the terms of the Lease, the
terms of this Addendum shall control. For good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  Landlord and Tenant
agree that the Lease shall have the following additional terms:

     1. Projected Building Operating Expenses.
     -----------------------------------------
     Landlord  projects  that  Tenant's  Pro Rata Share of  Additional  Rent for
Common Facilities charges, Taxes and Assessments, and Landlord's Insurance shall
be in the total amount of $3.15 per square foot of rentable  area of the Demised
Premises during the 2002 calendar year. Tenant acknowledges that such projection
is only an estimate by Landlord  and does not bind or otherwise  limit  Landlord
from  requiring  Tenant to pay its entire Pro Rata Share of the actual amount of
the Common Facilities charges,  Taxes and Insurance,  and Landlord's  Insurance.
There will be a five percent (5%) cap on all controllable expenses.

     2. Tenant Finish.
     -----------------
     Tenant shall accept the Premises in the "as is" condition.

     3. Option to Extend.
     --------------------
     Landlord  grants to Tenant  the right to extend  the Lease  Term  ("Renewal
Option")  for  three  (3)  periods  of one (1) year  ("Option  Term"),  upon the
following terms and conditions:

          (a) Tenant must exercise the Renewal  Option,  if at all, by providing
     Landlord with written  notice  thereof at least twelve (12) months prior to
     the expiration  date of the Lease Term ("Renewal  Notice").  If Tenant does
     not provide Landlord with the Renewal Notice as and when herein  specified,
     the Renewal Option shall terminate and be of no further force or effect. If
     Tenant  exercises the Renewal Option,  the Lease Term shall be extended for
     an additional  period of one (1) year upon the same terms and conditions as
     set forth in the Lease,  except the Basic Rent and this Renewal Option. The
     Basic Rent for the Option Term shall be at the  then-current  "Market Rate"
     as defined below.
          (b) The Renewal Option shall apply to the entire Demised Premises,  as
     amended or expanded as of the commencement date of each Option Term and may
     not be  exercised  only  as to a  portion  of the  Demised  Premises.  Upon
     exercise of the Renewal  Option,  Landlord  and Tenant  shall enter into an
     amendment to the Lease  memorializing the terms and conditions of the Lease
     during such Option Term. If Tenant is in default of its  obligations  under
     the Lease at any time between the date it exercises the Renewal  Option and
     the date upon which such Option Term is to commence,  then  Landlord at its
     option  may  elect  to  treat  the  exercise  of  such  Renewal  Option  as
     ineffective in which case this Lease shall terminate upon expiration of the
     Lease Term.
          (c) The  Renewal  Option is personal to Tenant and in the event of any
     Transfer  by Tenant,  whether  or not with the  consent  of  Landlord,  any
     Renewal  Options  which  have  not  been  exercised  as of the date of such
     Transfer shall automatically terminate.
          (d) The  "Market  Rate"  means  the  rate at which  Landlord  under no
     compulsion  to lease the Demised  Premises and a tenant under no compulsion
     to lease the Demised  Premises  would  determine  as the rental  (including
     initial monthly rental and rental  increases) for the Renewal Option, as of
     the commencement  date of such Option Term,  taking into  consideration the
     uses permitted under the Lease, the quality,  size,  design and location of
     the Demised  Premises,  and the rental for comparable  space located in the
     vicinity. The "Market Rate" and the rental increases in monthly rent during
     the  Option  Term  shall  not be  less  than  the  Basic  Rent,  Taxes  and
     Assessments,  Landlord's  Insurance and Common Facilities  charges provided
     during the calendar month  immediately  prior to the  commencement  date of
     such Option Term.  The "Market Rate" shall not include any abatement of any
     rentals,  rental  concessions  or tenant  improvements  that are then being
     offered by Landlord or other property owners.




         EXECUTED as of this 1st day of October, 2002.


                            TENANT:


                            ONE SOURCE TECHNOLOGIES, INC.
                            a Delaware corporation

                            By: /s/ Jerry Washburn
                                --------------------------------------
                            Name: Jerry Washburn
                                 -------------------------------------
                            Title: President
                                  ------------------------------------



                            LANDLORD:

                            COLORADO INDUSTRIAL PORTFOLIO, LLC,
                            a Colorado limited liability company

                            By:  /s/ Bruce H. Etkin
                                 -------------------------------------
                                 Name:  Bruce H. Etkin
                                 Title: Manager