STANDARD INDUSTRIAL LEASE

         THIS LEASE,  made this day of April 2000, by and between Mesilla Valley
Business  Park,  LLC  (hereinafter   "Landlord")  and  Frontier  Airlines,  Inc.
(hereinafter "Tenant").

W I T N E S S E T H:


         In  consideration  of the rents,  covenants and  agreements  herein set
forth, Landlord and Tenant enter into the following agreement:

1.   Definitions  and Key  Provisions.  The following  terms shall be defined in
     this Lease as follows:

          Premises: The space in the Building outlined on Exhibit "A" consisting
               of  approximately  * square feet of interior  building space plus
               the  approximately  * of an  acre  (for *  additional  automobile
               parking  spaces)  designated  as  parking  for  Tenant's  use  as
               identified on the Site Plan attached  hereto as Exhibit "B" (said
               acreage and any changes  thereto as provided  herein being called
               the "Additional Parking Area").

          Premises Area: * square feet.

          Project: The real estate and improvements  including the approximately
               * square foot building (the  "Building")  as shown on Exhibit "A"
               and  municipally  numbered as 1630 Hickory Loop, Las Cruces,  NM.
               The "Project" includes the Additional Parking Area.

          Tenant's Share: * (*) of the Operating  Expenses  attributable  to the
               Project  exclusive of the  Additional  Parking Area and * (*%) of
               the Operating  Expenses  attributable  to the Additional  Parking
               Area.

          Use: Airline  Call and  Reservation  Center  and/or  any other  lawful
               office use.

          Term:*  (*)  months  unless  terminated  earlier  as  provided  herein
               commencing on the Rent Commencement Date.

          Rent Commencement  Date:  The  earlier  of the date  Tenant  opens for
               business in the Premises or Substantial  Completion of Landlord's
               Work as provided in Section 31.


          Base Rent:   Months * and *       $           *           per month

                       Months * through *   $           *           per month

                       Months * through *   $           *           per month

                       Months * through *   $           *           per month

          Security Deposit:      $*

          Broker:      CB Richard Ellis - Chris Hook

2.   Granting  Clause.  In consideration of the obligation of Tenant to pay rent
     as herein provided and in consideration  of the other terms,  covenants and
     conditions  hereof,  Landlord  leases to  Tenant,  and  Tenant  takes  from
     Landlord, the Premises for the Term hereof.

3.   Quiet Enjoyment.  Notwithstanding  the fact that the Rent Commencement Date
     is subsequent to the effective  date of this Lease,  it is the intention of
     Landlord and Tenant that each have vested  rights  hereunder  and that this
     Lease  constitutes  a binding and valid  obligation  of each as of the date
     this Lease is fully executed. Tenant shall peaceably and quietly have, hold
     and enjoy the  Premises  for the term,  for the Use  specified in Section 1
     hereof subject, however, to all of the terms hereof and to all reservations
     in favor of Landlord,  all zoning ordinances and other laws and regulations
     governing  or  regulating  the  use of the  Premises,  and  all  easements,
     rights-of-way, and recorded instruments which affect the Premises. Landlord
     represents  and warrants that it has full right and authority to enter into
     this Lease.

4.   Security  Deposit.  Concurrently  with  Tenant's  execution  of this Lease,
     Tenant shall  deposit with  Landlord the  Security  Deposit  referenced  in
     Section 1 which shall be held by Landlord,  without obligation for interest
     or  segregation,  as security for  performance  of Tenant's  covenants  and
     obligations under this Lease, it being expressly understood and agreed that
     the  Security  Deposit  is not an  advance  rental  deposit or a measure of
     Landlord's damages in case of Tenant's default.  Upon the occurrence of any
     default by Tenant,  Landlord may, without  prejudice to any other available
     remedy,  use such fund to make good any rent arrearage or any other damage,
     injury,  expense or liability  caused by such event of default,  and Tenant
     shall  pay the  Landlord  within  * (*)  business  days of  written  demand
     therefore,  the amount so applied in order to restore the Security  Deposit
     to its original  amount.  If Tenant is not then in default  hereunder,  any
     remaining balance of such deposit shall be returned by Landlord to Tenant *
     (*) days after the termination of this Lease.

5.   Rent.

5.1  Base Rent.  Tenant  shall pay Base Rent to Landlord for the Premises in the
     amounts  set forth in Section 1. Said Base Rent shall be paid in advance on
     the first day of each month of the Term,  with  proration  to occur for any
     partial month if the Rent  Commencement Date is other than on the first day
     of a calendar month.  Payments  received by Landlord within the first * (*)
     days of any  month  shall not  constitute  an event of  default  hereunder.
     Simultaneous  with  Tenant's  execution of this Lease,  it shall prepay the
     Base Rent for Month * (*) (*). All rentals to be paid by Tenant to Landlord
     shall be in lawful money of the United  States of America and shall be paid
     without deduction or offset, prior notice or demand, on or before the first
     day of each and every month during the Term, and at such place or places as
     may be designated from time to time by Landlord. Tenant's obligation to pay
     rent  under  this  Lease  is  an   independent   covenant  and  no  act  or
     circumstance,  regardless of whether such act or circumstance constitutes a
     breach of this Lease by Landlord, shall release Tenant of its obligation to
     pay rent as required by this Lease.  Notwithstanding the fact that the Rent
     Commencement  Date may be subsequent to the effective date of the Lease, it
     is the  intention  of  Landlord  and Tenant  that each have  vested  rights
     hereunder and that this Lease constitutes a binding and valid obligation of
     each as of the date this  Lease is fully  executed.  Payments  received  by
     Landlord  within the first * (*) days of any month shall not  constitute an
     event of default hereunder.

5.2  Operating Expense Payments. It is the intention of Landlord and Tenant that
     Landlord  receive  the Base  Rent  "net" of all  other  charges  except  as
     expressly provided herein; accordingly,  beginning on the Rent Commencement
     Date,  Tenant shall pay as additional rent Tenant's Share of the "Operating
     Expenses" for the Project.  The term  "Operating  Expenses"  shall mean all
     reasonable  costs and  expenses  incurred by Landlord  with  respect to the
     ownership,  maintenance  and  operation of the Project,  including  but not
     limited to: Taxes (as provided in Section  11);  Insurance  (as provided in
     Section 14); utilities; maintenance, repair and replacement of all portions
     of the Project,  including  without  limitation,  signs,  fire  suppression
     systems (if any), repair or replacement of exterior surfaces, including but
     not limited to painting,  cleaning and graffiti removal,  paving of parking
     areas and  roads,  roof  (routine  maintenance  and repair  only),  alleys,
     landscaping,  line painting,  utility lines, lighting,  electrical systems;
     amounts  paid to  contractors  and  subcontractors  for  work  or  services
     performed in connection with the foregoing;  reasonable property management
     fees  (not to exceed  *% of gross  rent  payments)  (which,  at  Landlord's
     option,  may be payable to itself,  an affiliate  or third party  manager);
     deductibles on insurance loss; security services,  if any; trash collection
     and sweeping and compliance  with laws,  rules,  regulations  and orders of
     governmental  authorities.  Operating  Expenses do not include debt service
     under mortgages;  depreciation on the building; costs of restoration to the
     extent of net insurance proceeds received by Landlord with respect thereto;
     leasing  commissions;  or the cost of renovating space for other tenants of
     the Project or capital  expenditures  unless  incurred  by Landlord  with a
     principal purpose to: (i) effect a reduction in the Operating Expenses; and
     (ii)  keep  the  Project  in  compliance  with  applicable   laws,   rules,
     regulations and orders of governmental  authorities;  or any other expenses
     which,  in  accordance  with  generally  accepted  accounting   principles,
     consistently applied, would not be treated as operating costs by comparable
     landlords of  comparable  buildings or projects.  The costs of additions or
     alterations  which are required to be  capitalized  for federal  income tax
     purposes shall be amortized on a straight line basis over a period equal to
     the lesser of the useful life thereof for federal  income tax purposes or *
     (*) years. The portion of Operating Expenses attributable to the Additional
     Parking Area shall be determined by Landlord in its reasonable  discretion.
     For purposes of allocating  taxes on the land, the Additional  Parking Area
     will be  treated as  consisting  of * (*) of an acre.  Landlord  may at its
     option  increase  Tenant's Share of the Operating  Expenses (or any portion
     thereof) if in Landlord's reasonable opinion a disproportionate  allocation
     is necessary because of Tenant's use or operation.

     Landlord  shall  furnish  Tenant,  at the  inception of the Lease and on an
annual basis or upon any  significant  change in operating  expenses,  a written
statement  estimating  Tenant's Share of the Operating  Expenses for the current
calendar year (herein the "Estimate").  Beginning on the Rent  Commencement Date
and on the first day of each month during the Term, Tenant shall pay Landlord as
additional rent * (*) of the Estimate.  After Tenant's  receipt of notice of any
change in the estimate, Tenant shall have * (*) days to pay Landlord any amounts
due to Landlord for the cumulative  difference between the amount paid by Tenant
based upon the previous  estimate and the amount due Landlord based upon the new
estimate  which has  accrued  since the date of  Tenant's  receipt  of the prior
notice. As soon as practical after the end of each calendar year, Landlord shall
furnish Tenant a written statement showing Tenant's Share of the total Operating
Expenses  actually due for the calendar year ended (the "Actual  Expenses").  If
the Actual Expenses exceed the Estimate,  then Tenant agrees to pay within * (*)
business days of receipt of said  statement,  the  difference  between  Tenant's
Share of the Actual  Expenses  and the  Estimate.  If the  Estimate  exceeds the
Actual Expenses,  then Landlord agrees to refund the difference at the time that
such  statement  is  furnished,  provided  Tenant is not then in  default in the
performance of any of its obligations  under this Lease.  The provisions of this
Section  shall apply for any partial  calendar  year during  which this Lease is
effective,  subject to a pro rata  adjustment  based upon the number of calendar
months or portions thereof that this Lease is in effect.  Tenant's obligation to
pay and  Landlord's  obligation to reimburse such  difference  shall survive the
termination or expiration of this Lease.

     For purposes of this Section,  a year shall mean a calendar year except for
the first year of this Lease,  which shall begin on the Rent  Commencement  Date
and the last year which shall end at the expiration of the Lease.

     Tenant shall have the right to audit Landlord's books and records detailing
Operating  Expenses  for the Project for the prior year.  Any such audit will be
scheduled on  reasonable  prior notice to Landlord and shall occur at Landlord's
address as provided on the signature page of this Lease. Tenant will conduct any
such audit within * (*) days of  Landlord's  delivery of the statement of Actual
Expenses.  Tenant shall provide Landlord with a copy of such audit. If the audit
discloses  an  underpayment  by Tenant,  it shall  promptly  pay said  amount to
Landlord.  If the audit  correctly  reflects an overpayment by Tenant,  Landlord
shall promptly  refund such  overpayment to Tenant.  If the  overpayment is more
than * (*), Landlord shall pay to Tenant the reasonable costs of such audit.

5.3. Late  Charges.  Tenant  agrees to pay a late charge of * (*) as  additional
     rent for each payment due hereunder that remains unpaid for more than * (*)
     days  after  the due  date to  cover  Landlord's  administrative  costs  of
     processing such late payment.  In addition to said late charge,  any rental
     or other  amount due from Tenant  under this Lease which is more than * (*)
     days  delinquent  shall bear  interest  from the date such  rental or other
     amount  was due at the  lesser  of the  rate of * (*) per  year or the then
     maximum  nonusurious rate under applicable law, (the lesser of said amounts
     being  herein  referred  to as the  "Maximum  Rate.") In the event the late
     charge is ever deemed to be  "interest"  the amount of interest on past due
     amounts shall be automatically reduced so that the combination of said late
     charge and the  interest on past due amounts,  if any,  does not exceed the
     Maximum Rate. Any amount  collected  which exceeds the Maximum Rate will be
     deemed  credited to other  amounts  owed by Tenant to  Landlord  under this
     Lease,  and any  remaining  excess  after such credit  shall be refunded to
     Tenant. It is the intent of both Landlord and Tenant to at all times comply
     with the applicable law regarding the maximum nonusurious amount or rate of
     interest which may be contracted for, charged,  taken, reserved or received
     by Landlord.  Any rental and/or other  payments due  hereunder  returned to
     Landlord marked  "Insufficient  Funds" will entitle  Landlord to collect an
     additional $* from Tenant for each such payment.

6.   Conduct of Business of Tenant.

6.1. Use of Premises.  The Premises  shall be occupied and used by Tenant solely
     for the purpose of conducting  therein the Use  authorized in Section 1 and
     for no other purpose without  Landlord's prior written consent,  which will
     not  be  unreasonably  withheld.  Tenant's  acceptance  of  occupancy  from
     Landlord  shall  constitute   acknowledgment  by  Tenant  that  Tenant  has
     inspected the Premises and the Project of which the Premises are a part and
     that same are suitable for Tenant's  intended use thereof as stated in this
     Paragraph.  Tenant  recognizes  and  agrees  that  Landlord  is  making  no
     warranties,  expressed or implied, as to the suitability of the Premises or
     the Project for any particular use. Unless otherwise expressly set forth in
     this Lease, Tenant accepts the space "AS IS" with all faults.

6.2. Operation by Tenant. Tenant covenants and agrees to the following:


     (a)  Tenant, at Tenant's expense,  shall comply with all present and future
          laws,  rules,   orders,   ordinances,   directions,   regulations  and
          requirements  of  federal,  state,  county and  municipal  authorities
          regardless of when they become  effective,  pertaining to Tenant's use
          or  occupancy  of  the  Premises  and  with  any  recorded  covenants,
          conditions and  restrictions  (copies of said  covenants  conditions &
          restrictions  will be  provided  to  Tenant by  Landlord  prior to the
          execution  hereof),  all  applicable  federal,  state and local  laws,
          regulations  or ordinances  pertaining to air, soil and water quality,
          Hazardous  Materials  (as  defined  in  Section  29.3  hereof),  waste
          disposal,  air emissions and other  environmental,  health and safety,
          zoning and land use matters,  the Americans with  Disabilities  Act or
          similar laws and with any directive or order of any public  officer or
          officers,  pursuant  to law,  which  impose any duty upon  Landlord or
          Tenant with respect to the use or occupancy of the Premises;

     (b)  Tenant shall comply with all  requirements  of any authority or agency
          having  jurisdiction  over the insurance rates with respect to the use
          or occupancy of the Premises;

     (c)  Landlord shall have the exclusive right to use the roof, side and rear
          walls of the Premises for any  purpose,  including  but not limited to
          erecting  signs or other  structures on or over all or any part of the
          same,  erecting  scaffolds  and  other  aids to the  construction  and
          installation  of  the  same,  and  installing,   maintaining,   using,
          repairing,  and  replacing  pipes,  ducts,  conduits and wires leading
          through,  to or from  the  Premises  and  serving  other  parts of the
          Project in locations  which do not materially  interfere with Tenant's
          use of the  Premises.  Tenant  shall have no right  whatsoever  to the
          exterior or exterior walls, or the roof of the Premises or any portion
          of the Project outside the Premises,  except as otherwise  provided in
          this Lease. Notwithstanding the foregoing, Tenant shall have the right
          to  install  satellite  antennas  and  other  related   communications
          equipment  on  the  roof,  immediately  above  Tenant's  premises,  at
          Tenant's  sole cost and expense,  provided  that (1) such antennas and
          equipment  comply with all applicable  laws,  ordinances and rules and
          regulations;  (2)  Landlord  shall have the right to approve the plans
          therefore,  which Landlord will not unreasonably withhold provided any
          roof penetrations  will not void Landlord's  warranties on the roofing
          system;  and (3) such  antennas and equipment do not overload the load
          bearing  capacity of the walls or roofing  system.  (d) Tenant  agrees
          that it shall not use or permit the  Premises  to be used for an adult
          book  store,   adult  motion  picture   theater,   nude  or  semi-nude
          entertainment club, or similar adult entertainment establishment.

7.   Rules and Regulations.  Tenant and Tenant's agents, employees, and invitees
     shall faithfully observe and comply with all reasonable,  uniform rules and
     regulations  promulgated by Landlord from time to time for the safety, care
     or cleanliness of the Project for the  preservation  of good order therein.
     Provided,  however,  Landlord has no obligation to promulgate such rules or
     regulations.   Landlord   shall  not  be  responsible  to  Tenant  for  the
     nonperformance by any other tenant or occupant of the Project of any of the
     rules and regulations. Landlord will use commercially reasonable efforts to
     enforce the rules and regulations.

7.1  A. Any rules and  regulations  imposed by  Landlord  after the date of this
     Lease shall be: (i) reasonable and  consistent  with rules and  regulations
     imposed on similar  properties;  (ii) no more burdensome than the rules and
     regulations  attached hereto; (iii) subject to the other provisions of this
     Lease;  (iv) related only to common areas, not the Premises;  (v) uniformly
     enforced; and (vi) effective only after Tenant has had at least thirty (30)
     days prior written notice of their enactment.

8.   Parking and Use of Common Area and Facilities.

8.1. Common Area. All parking areas, access roads and facilities furnished, made
     available or  maintained  by Landlord on the Project for the general use in
     common of tenants of the Project  and their  invitees in the Project or the
     Premises,  including the Additional  Parking Area,  truck ways,  driveways,
     loading  docks and  areas,  delivery  areas,  pickup  stations,  pedestrian
     sidewalks,  courts and ramps, landscaped areas, retaining walls, stairways,
     hallways,  common restrooms,  lighting facilities,  and other similar areas
     and  improvements  provided  by  Landlord  for the general use in common of
     tenants of the Project and their customers (herein  collectively called the
     "Common  Area") shall at all times be subject to the control and management
     of  Landlord.  Tenant  acknowledges  that it  does  not  have an  exclusive
     interest in the Common Area.  Subject to the terms and  conditions  of this
     Lease concerning the Additional  Parking Area,  Landlord reserves the right
     to grant such easements and other rights in the Common Area as Landlord may
     from time to time deem necessary,  including without limitation,  easements
     for mutual  ingress  and  egress,  truck  turning,  utilities,  and similar
     matters for the benefit of adjacent  properties.  Landlord may, at its sole
     option,  modify the Common Areas or make such  changes  thereto as Landlord
     deems reasonably  necessary,  as long as such  modifications do not prevent
     Tenant's reasonable access to or use of the Premises as permitted herein.

8.2. Use of Common  Area.  Subject  to the Terms and  conditions  of this  Lease
     concerning  the  Additional  Parking  Area,  Tenant and  Tenant's  business
     invitees,  employees and customers  shall have the  nonexclusive  right, in
     common with  Landlord  and all others to whom  Landlord  has granted or may
     hereafter grant rights, to use the Common Area, subject to such reasonable,
     uniform rules and  regulations as Landlord may from time to time impose and
     the rights of  Landlord  set forth  above.  Landlord  may at any time close
     temporarily  all or any part of the Common Area to make repairs or changes,
     to  prevent  the  acquisition  of public  rights  therein  or for any other
     reasonable  purpose as long as such  modifications  do not prevent Tenant's
     reasonable  access to or use of the Premises as permitted  herein..  Tenant
     shall not interfere  with the other  tenants'  right to use any part of the
     Common Area.  Landlord  shall not be  responsible  for  enforcing  Tenant's
     parking  rights  against any third  parties.  Nothing herein shall obligate
     Landlord to maintain  or provide any  security  services or systems for the
     Project. Tenant agrees that Landlord shall not be liable to Tenant for, and
     Tenant waives any claim against Landlord with respect to, any loss by theft
     or any other damage  suffered or incurred by Tenant in connection  with any
     unauthorized  entry into the Premises or other  criminal or willful acts of
     third parties.

8.3. Parking.  The "Premises" includes the area identified on Exhibit "B" as the
     "Additional Parking Area." Provided Tenant is operating in the Premises for
     the Use specified in Section 1, Landlord agrees to make available to Tenant
     a total of * (*) exclusive  parking spaces  (including  handicap spaces) as
     initially  designated  on the attached  Site Plan as Exhibit  "B".  Parking
     spaces will be marked  "Frontier  Parking  only." Tenant agrees to only use
     those exclusive parking spaces marked Frontier Parking, and no other spaces
     within the Project or parking areas shown on Exhibit "B". Landlord reserves
     the right to reconfigure or relocate the Additional  Parking Area and other
     parking  areas within the Project from time to time  provided  that parking
     available  to Tenant  within the Project is not  diminished  to less than *
     parking  spaces in  reasonably  close  proximity to the  Premises,  without
     Tenant's consent. In the event the square footage of the Additional Parking
     Area is  reduced as the result of such a  reconfiguration,  the  Additional
     Parking Area will nevertheless be treated as consisting of * (*) of an acre
     for allocation of real property taxes.

9.   Maintenance of Premises.

9.1. Maintenance  by  Landlord.  Landlord  shall  keep or  cause  to be kept the
     foundations,  roof (except for the HVAC System portions thereof as provided
     in Section  9.2) and  structural  portions of the walls of the  Premises in
     good order,  repair and condition except for damage thereto due to the acts
     or omissions of Tenant,  its agents,  employees,  contractors  or invitees.
     Landlord shall commence required repairs as soon as reasonably  practicable
     after receiving  written notice from Tenant thereof.  Except as provided in
     this   Paragraph,   Landlord  shall  not  be  obligated  to  make  repairs,
     replacements  or  improvements  of any kind  upon the  Premises,  or to any
     equipment, merchandise, stock in trade, facilities or fixtures therein, all
     of which  shall  be  Tenant's  responsibility.  Without  limitation  on the
     foregoing,  Tenant agrees that Landlord shall have no obligation to provide
     any janitorial service to the Building.

9.2. Maintenance  by  Tenant.  Tenant  shall at all times  keep all parts of the
     Premises not required  herein to be  maintained  by Landlord in good order,
     condition and repair and in a clean, orderly,  sanitary and safe condition,
     damage  by  unavoidable  casualty  excepted.   Without  limitation  on  the
     foregoing,  Tenant's repair and maintenance  obligations  shall include all
     glass,  signage,  windows,  doors,  fixtures,  equipment and  appurtenances
     thereof; lighting, electrical and plumbing appurtenances;  and all interior
     and exterior  heating,  ventilation  and  air-conditioning  equipment "HVAC
     System."  Tenant's  obligations  shall  include but not be limited to doing
     such things as necessary  to cause the  Premises to comply with  applicable
     laws,  rules,  regulations and orders of governmental and public bodies and
     agencies.  If replacement of equipment,  fixtures and appurtenances thereto
     are necessary,  Tenant shall replace the same with equipment,  fixtures and
     appurtenances  of the same quality,  and shall repair all damages caused by
     such replacement.  At the termination of this Lease, Tenant shall surrender
     the Premises in the same condition as they were on the  Commencement  Date,
     reasonable  wear  and  tear  excepted,  and  deliver  all  keys for and all
     combinations  on locks,  safes  and  vaults in the  Premises  to  Landlord.
     Notwithstanding  the above,  Landlord  reserves  the right  upon  notice to
     Tenant to enter  into a  maintenance  contract  with a third  party for the
     maintenance  and  repair  of all or any  portion  of the  HVAC  System.  If
     Landlord enters into such a contract,  Tenant agrees to reimburse  Landlord
     for all costs associated with such contract within * (*) business days of a
     billing therefore.

9.3. Fire Equipment. Tenant agrees to supply and maintain at its own expense any
     fire  extinguishers  required by local  ordinance or other fire  protection
     equipment  required  as a result of  Tenant's  use.  Landlord to supply and
     install  any  other  fire  protection  equipment  required  by law or local
     ordinance or as desired by Landlord,  if such equipment is required for the
     building independent of Tenant's use.

9.4. No Consent.  Tenant's  maintenance and other  obligations  under this Lease
     shall not be  construed  as granting  authority or consent to the Tenant to
     create  any  mechanic's  or  materialman's  lien  upon the  Property  or to
     subordinate Landlord's or Landlord's lenders rights.

10.  Alterations, Liens and Signs.

10.1.Alterations.  Tenant will not paint,  decorate or change the  architectural
     treatment  of any part of the  exterior of the  Premises or  construct  any
     changes to the interior of the Premises,  without  Landlord's prior written
     approval  thereto,   which  approval  will  not  be  unreasonably  withheld
     conditioned  or delayed,  and will promptly  remove any paint,  decoration,
     alteration,  addition or changes  applied or installed  without  Landlord's
     approval  or take such  other  action  with  respect  thereto  as  Landlord
     reasonably  directs.  Tenant  shall  not make any  structural  alterations,
     additions  or  changes to the  Premises.  Tenant  may,  at its own cost and
     expense erect shelves,  bins,  racks and removable  (i.e.,  not permanently
     attached to the realty) trade fixtures  (collectively  "Trade Fixtures") in
     the ordinary  course of its business  provided  such items do not alter the
     basic character of the Premises, do not damage the Premises, may be removed
     without  injury  to  the  Premises  and  the  construction,   erection  and
     installation  thereof  complies  with  all  legal  requirements  and  other
     provisions  of this Lease.  If  Landlord  grants  consent to any  requested
     alterations,  the alterations shall be performed in a good, workmanlike and
     lien free manner in accordance with all applicable  legal  requirements and
     any  restrictions  which may be imposed by Landlord  as a condition  to its
     consent. All alterations, changes, additions and all leasehold improvements
     made by Tenant or made by  Landlord  on  Tenant's  behalf and all  fixtures
     installed  by Tenant which are not Trade  Fixtures are herein  collectively
     referred to as "Tenant  Additions",  and shall be the property of Landlord.
     Such  Tenant  Additions  shall  not be  removed  by  Tenant  on,  before or
     following expiration or termination of the Lease without Landlord's consent
     except as may be required pursuant to Section 27.1.

10.2.Liens.  Tenant shall promptly pay all contractors and materialmen,  and not
     permit or suffer any lien to attach to the  Premises or Project or any part
     thereof,  and  indemnify  and save  harmless  Landlord  against  the  same.
     Landlord  shall have the right to require Tenant to furnish a bond or other
     indemnity satisfactory to Landlord prior to the commencement of any work by
     Tenant on the Premises  costing in excess of $*. If any lien attaches or is
     claimed, Tenant, within * (*) days following the imposing of any such lien,
     shall  cause the same to be released of record by payment or by petition to
     cancel the lien and posting  such  security as is  required.  Tenant has no
     express or implied  authority to create or place any lien or encumbrance of
     any kind upon,  or in any manner to bind the  interest  of  Landlord in the
     Premises  or Project or to charge the  rentals  payable  hereunder  for any
     claim  in favor of any  person  dealing  with  Tenant,  including,  without
     limitation,  those  who may  furnish  materials  or  perform  labor for any
     construction or repairs.

10.3.Signs.  Tenant will not place or permit on any  exterior  door or window or
     any exterior  wall of the Premises any sign,  awning,  canopy,  advertising
     matter,  decoration,  lettering  or other  thing of any kind which does not
     comply  with the  existing  Sign  Criteria  for the Project as set forth in
     Exhibit "C" attached hereto.  Landlord has installed,  at its expense, four
     (4) permanent sign(s) in compliance with said Sign Criteria.  Tenant agrees
     within thirty (30) days of the Rent  Commencement Date to have Tenants logo
     or  lettering  placed on  existing  said box  sign(s)  on the facade of the
     Premises.  Tenant  shall,  at its expenses,  maintain  such  signage.  Such
     maintenance shall include without limitation,  the replacing of light bulbs
     and other  lighting  materials  and any broken  panels or the like.  Tenant
     shall keep said sign lit during the operating  hours of the Project as such
     hours are determined by Landlord regardless of whether Tenant's business is
     open during this time.  Tenant shall remove such sign upon  termination  of
     this Lease. Such installation and removal shall be done in such a manner as
     to avoid injury,  defacement or overloading  of the Premises.  Tenant shall
     not be permitted to individually install a street-side sign on its behalf.

11.  Real Estate Taxes.  Landlord has the sole right to render the Project, land
     and any improvements thereon to any appropriate taxing authorities. Tenant,
     as additional rent, agrees to pay Tenant's Share of all taxes (both general
     and special),  assessments,  or governmental charges (hereinafter  "Taxes")
     lawfully  levied or assessed  against the Premises,  Project or any portion
     thereof, including without limitation any gross receipts or similar tax and
     all  taxes on the  Additional  Parking  Area,  but  specifically  excluding
     Landlord's income taxes,  excess profit taxes,  franchise taxes, or similar
     taxes on Landlord's business.  Tenant's Share of the taxes shall be payable
     as additional  rent in accordance  with Section 5.2.  Additionally,  Tenant
     shall pay to Landlord upon demand,  Tenant's Share of all reasonable  costs
     (including tax consultant  and/or  attorney's fees) incurred by Landlord in
     connection with any protest or contest of the valuation of taxes imposed on
     the Project or land. Provided,  however,  Landlord shall have no obligation
     to take  any such  action.  Tenant  shall  have the  right to  inspect,  at
     Landlord's   business  office  during  regular   business  hours  and  upon
     reasonable  notice to Landlord,  the tax bills which Landlord receives from
     the applicable taxing authorities.

12.  Personal  Property Taxes.  During the Term of this Lease,  Tenant shall pay
     prior to delinquency  all taxes assessed  against and levied upon fixtures,
     furnishings,  equipment and all other personal property of Tenant contained
     in the Premises. When possible, Tenant shall cause its personal property to
     be assessed and billed  separately  from the real property of Landlord.  If
     any of Tenant's  personal  property shall be assessed with  Landlord's real
     property, Tenant shall pay Landlord the taxes attributable to Tenant within
     * (*) business  days after receipt of a written  statement  therefor or, at
     Landlord's option as provided in Section 11.

13.  Utilities.  Tenant  agrees to pay before  delinquency  all  charges for all
     utilities   (including  but  not  limited  to  gas,  water,   heat,  sewer,
     electricity, telephone, garbage removal, water meter charges and all hookup
     or  connection  fees or  charges)  which may  accrue  with  respect  to the
     Premises during the Term of this Lease.  Additionally,  Tenant shall pay to
     Landlord, as additional rent, upon demand,  Tenant's Share of any utilities
     which are not separately metered based upon usage as reasonably  determined
     by  Landlord.  Landlord  shall in no  event be  liable  to  Tenant  for any
     interruption  in  the  service  of any  such  utilities  to  the  Premises,
     howsoever such  interruption may be caused and this Lease shall continue in
     full force and effect  despite  any such  interruptions.  Tenant  agrees to
     limit use of water and sewer to normal  restroom use.  Tenant  acknowledges
     that it has inspected  the utilities  available to the Premises and that it
     has determined that such utilities are sufficient for all anticipated  uses
     of the Premises.  Tenant shall not install any equipment or make any use of
     the Premises which overloads the utilities available to the Premises and if
     Landlord  deems  Tenant's  use of  equipment  to be in  violation  of  this
     provision,  Landlord may, in addition to such other remedies which Landlord
     has hereunder, require Tenant, at Tenant's expense, to upgrade such utility
     lines and related equipment including without limitation transformers.

14.  Insurance; Waiver; Indemnification.

14.1.Landlord's  Obligation.  During the Term of this Lease and any extension or
     renewal hereof, Landlord shall procure and maintain such "all risk property
     and general liability"  insurance coverage on the Project as Landlord deems
     appropriate,   but  not  less  than  full  replacement  cost  coverage,  as
     reasonably determined by Landlord,  including,  if Landlord so elects, loss
     of rental insurance in an amount of one or more year's annual rental.

14.2. Tenant's Obligations.

14.2.1. All Risk Property and General  Liability.  Tenant,  as additional  rent,
     shall pay to Landlord an amount  equal to  Tenant's  Share of all  premiums
     paid by Landlord for the  insurance  coverage  described  in Section  14.1.
     Tenant's Share of such premiums is payable as additional rent in accordance
     with Section 5.2.

14.2.2.  Liability.  Tenant  shall  procure and maintain a policy or policies of
     insurance insuring both Landlord and Tenant against all claims,  damages or
     actions  arising out of or in connection  with Tenant's use or occupancy of
     the Premises or by the condition of the Premises, the limits of such policy
     or policies to be in an amount not less than $* per  occurrence,  and in an
     amount not less than $* in the  general  aggregate  for  bodily  injury and
     property damage.  Said policy or policies shall additionally  include "Fire
     Legal Liability" insurance coverage in the maximum allowable amount. Tenant
     shall also maintain  workman's  compensation  insurance on its employees in
     the required statutory amounts.

14.2.3. Personalty Coverage.  Tenant also agrees to carry insurance against fire
     and such other risks as are from time to time included in standard extended
     coverage insurance,  for the full insurable value, covering all of Tenant's
     merchandise,  trade fixtures,  furnishings,  wall covering, floor covering,
     carpeting,  drapes,  equipment and all items of personal property of Tenant
     located on or within the  Premises.  All property in the  Premises  will be
     kept at Tenant's risk.

14.2.4.  Construction  Liability.  Tenant,  at its own cost and  expense,  shall
     obtain  and  maintain  at  all  times  when  demolition,   excavation,   or
     construction  work  is in  progress  being  done  by  Tenant  (specifically
     excluding any of the "Landlord Work" as designated herein) on the Premises,
     construction  liability  insurance  with  limits of not less than $* and $*
     combined  single  limit in the  general  aggregate  for  bodily  injury and
     property  damage,  protecting  Landlord  and  Tenant as well as such  other
     person or persons as Tenant may designate against any and all liability for
     injury or damage to any person or  property  in any way arising out of such
     demolition, excavation, or construction work.

14.2.5. Form of Insurance.  All policies required of Tenant hereunder shall: (i)
     be issued by a reputable  insurance company qualified to do business in the
     State of New Mexico and with an A.M.  Best rating  company of not less than
     "A-"  according to the most recent rating  thereof  acceptable to Landlord;
     (ii) name Landlord as an additional  insured and Tenant as a named insured;
     (iii) provide that they cannot be canceled for any reason  unless  Landlord
     is given * (*) days prior  written  notice by the insurer;  (iv) state that
     such  insurance is primary  over any  insurance  carried by  Landlord;  (v)
     contain  an  endorsement  in  favor of  Landlord,  waiving  such  insurance
     company's  right  of  subrogation  against  Landlord;  and (vi)  contain  a
     statement  that the current  installment of the premium for such policy has
     been paid in advance.  A duly executed  certificate  of insurance  shall be
     delivered  to  Landlord  prior to Tenant's  occupancy  and will be attached
     hereto as Exhibit "D." All renewals shall be delivered to Landlord at least
     * (*) days prior to the expiration of the respective policy terms. Landlord
     shall  have the right to review  said  insurance  amounts  at least  yearly
     during the Term of this Lease and require Tenant to increase said insurance
     policies to provide coverage in such amounts as Landlord,  in its sole, but
     reasonable discretion,  deems necessary.  Moreover,  should Tenant's use of
     the  Premises (or any vacancy by Tenant)  result in an increased  insurance
     rate, Landlord may, in its discretion allocate such amount of the insurance
     premium to Tenant as  Landlord  deems  reasonable  to pass the cost of such
     increased  premium  through  to Tenant  rather  than  other  tenants of the
     Project.  Tenant  agrees to procure and maintain said  increased  insurance
     coverage.  The insurance  required of Landlord  hereunder may be maintained
     under a blanket or master policy which includes  properties  other than the
     Project.

14.3.Mutual Waiver of  Subrogation  Rights.  Landlord and Tenant and all parties
     claiming  under them mutually  release and  discharge  each other and their
     respective  officers,  directors,  partners,  employees and agents from all
     claims and liabilities  arising from or caused by any casualty or hazard to
     the extent covered by valid and collectible  insurance on the Project;  and
     waive any right of subrogation  which might otherwise exist in or accrue to
     any person on account thereof; provided that such release shall not operate
     in any case where the effect is to invalidate such insurance coverage. This
     release shall apply even if the loss or damage shall be caused by the fault
     or  negligence  of a party hereto or for any person for which such party is
     responsible.

14.4.Waiver.  Landlord,  its agents and employees,  shall not be liable for, and
     Tenant waives all claims for damage  (except  claims caused by or resulting
     from the  negligence  or  willful  misconduct  of  Landlord,  its agents or
     employees),  including but not limited to consequential damages, to person,
     property or otherwise,  sustained by Tenant or any person claiming  through
     Tenant resulting from any accident or occurrence in or upon any part of the
     Premises or the Project,  including  but not limited to,  claims for damage
     resulting from: (a) any equipment or appurtenances  becoming out of repair;
     (b) injury done or caused by wind,  water, or other natural  elements;  (c)
     any  defect  in  or  failure  of  plumbing,   heating  or  air-conditioning
     equipment,  electric wiring or installation  thereof, gas, water, and steam
     pipes,  stairs,  porches,  railings  or walks;  (d) broken  glass;  (e) the
     backing up of any sewer pipe or  downspout;  (f) the  bursting,  leaking or
     running of any tank, tub,  washstand,  water, snow or ice upon the Premises
     or the  Project;  (g) the falling of any  fixture,  plaster or stucco;  (h)
     damage to or loss by theft or  otherwise  of  property of Tenant or others;
     (i) acts or omissions of other  persons in the  Premises,  other tenants in
     the Project,  occupants of nearby properties, or any other persons; and (j)
     any act or  omission  of owners of adjacent  or  contiguous  property.  All
     property of Tenant kept in the Premises  shall be so kept at Tenant's  risk
     only and Tenant shall  indemnify,  defend and save  Landlord  harmless from
     claims arising out of damage to the same,  including  subrogation claims by
     Tenant's insurance carrier.

14.5. Indemnification. Intentionally omitted.

15.  Right of Entry. Landlord, its agents and employees, shall have the right to
     enter the Premises  from time to time at  reasonable  times to examine,  to
     show them to prospective  purchasers  and other  persons,  and to make such
     repairs, alterations, improvements or additions as Landlord deems desirable
     as  long  as  Tenant's  use of the  Premises  is not  materially  disrupted
     thereby. Rent shall not abate during any such entry by Landlord,  including
     without  limitation,  during the period of any such  repairs,  alterations,
     improvements, or addition unless Tenant's use of the Premises is materially
     disrupted  thereby and then only to the extent of such  disruption.  During
     the last * (*) months of the Term of this Lease,  Landlord  may exhibit the
     Premises to  prospective  tenants and maintain  upon the  Premises  notices
     deemed advisable by Landlord.  In addition,  during any apparent emergency,
     Landlord, its agents and employees, may enter the Premises forcibly without
     liability therefor and without in any manner affecting Tenant's obligations
     under this Lease.  Nothing herein  contained,  however,  shall be deemed to
     impose  upon   Landlord  any   obligation,   responsibility   or  liability
     whatsoever,  for any care, maintenance or repair except as otherwise herein
     expressly provided.

16.  Subordination  and  Attornment.  Tenant  accepts  this  Lease  subject  and
     subordinate  to any  mortgage,  deed of  trust,  or  other  lien  presently
     existing on the Project or the Land or subsequently created on the Project,
     and to any renewals and extensions thereof, but Tenant agrees that any such
     mortgagee  shall have the right at any time to  subordinate  such mortgage,
     deed of trust, or other lien to this Lease.  Landlord is hereby irrevocably
     vested  with full  power and  authority  to  subordinate  this Lease to any
     mortgage,  deed of trust, or other lien hereafter  placed on the Project or
     the Land,  and Tenant agrees on demand to execute such further  instruments
     subordinating   this  Lease  as  Landlord   may  request,   provided   such
     subordination  shall be on the express  condition  that this Lease shall be
     recognized by the mortgagee,  and that the rights of Tenant shall remain in
     full force and effect during the Term of this Lease so long as Tenant shall
     continue to perform all of the covenants and  conditions of this Lease.  No
     such  mortgagee  shall be required to assume any  liabilities  for defaults
     occurring  prior to its  ownership of the  Project.  Tenant  covenants  and
     agrees  that  upon  foreclosure  of any deed of  trust,  mortgage  or other
     instrument  of security and the sale of the Project or the Land pursuant to
     any  such  document,  to  attorn  to any  purchaser  at such a sale  and to
     recognize such purchaser as the Landlord under this Lease. The agreement of
     Tenant to attorn to any purchaser  pursuant to such a  foreclosure  sale or
     trustee's sale in the immediately preceding sentence shall survive any such
     sale.

17.  Estoppel  Certificate.  Tenant  shall  at any  time,  upon the  request  of
     Landlord,  execute,  acknowledge  and deliver to  Landlord a  statement  in
     writing  certifying  that this  Lease is  unmodified  and in full force and
     effect  (or if  modified  stating  the  nature  of  such  modification  and
     certifying  that the Lease as  modified is in full force and  effect),  the
     dates to which the rent and other charges are paid in advance,  if any, and
     acknowledging  that  there are not,  to  Tenant's  knowledge,  any  uncured
     defaults on the part of Landlord hereunder,  or specifying such defaults if
     any are claimed.  The parties  hereto agree that any such  statement may be
     relied upon by any  prospective  purchaser  or  encumbrancer  of all or any
     portion of the  Project  or the Land.  Tenant's  failure  to  deliver  such
     statement within * (*) business days after Landlord's request for the same,
     shall be conclusive  upon Tenant that:  (i) this Lease is in full force and
     effect;  (ii) this  lease  has not been  modified  or  amended  other  than
     expressly  stated;  (iii)  there  are no  uncured  defaults  in  Landlord's
     performance;  and (iv) not more than one month's  rent or other  charge has
     been paid in advance.

18.  Damage and Destruction.  If the Premises are hereafter damaged or destroyed
     or rendered partially  unuseable by Tenant for their accustomed use by fire
     or other casualty and such fire or other casualty is not caused directly or
     indirectly  by the fault or negligence  of Tenant,  its agents,  employees,
     contractors or invitees,  Landlord shall, unless the Lease is terminated as
     below,  promptly repair the same to substantially  the condition which they
     were in  immediately  prior to the  happenings of such casualty  (excluding
     stock  in  trade,  fixtures,  furniture,   furnishings,   carpeting,  floor
     covering, wall covering,  drapes and equipment),  and from the date of such
     casualty until the Premises are so repaired and restored,  the monthly Base
     Rent payments  hereunder shall abate in such proportion as the part of said
     Premises thus destroyed or rendered  unuseable by Tenant bears to the total
     Premises.  Provided, however, Landlord shall not be obligated to expend for
     such repair or  restoration  an amount in excess of the insurance  proceeds
     received by Landlord as a result of such damage.  Landlord's  obligation to
     rebuild is contingent upon its receipt of insurance proceeds  sufficient to
     make such repairs.  In the event any mortgagee or lender requires such sums
     to be applied to any debt, Landlord will not be deemed to have received the
     proceeds.  Notwithstanding  the above,  if the  Premises  or any portion in
     excess of *% of the Building is wholly or partially  damaged,  destroyed or
     rendered  unuseable  by Tenant  for their  accustomed  use by fire or other
     casualty  then  Landlord or Tenant shall have the right to  terminate  this
     Lease  effective  as of the date of such  casualty  by  giving to the other
     party,  within * (*) days after the  happening  of such  casualty,  written
     notice of such  termination.  If such  notice is given,  this  Lease  shall
     terminate and provided Tenant is not in default  hereunder,  Landlord shall
     promptly repay to Tenant any rent theretofore paid in advance which was not
     earned  at the date of such  casualty.  If said  notice  is not  given  and
     Landlord is required or elects to repair or restore the  Premises as herein
     provided,  then Tenant shall promptly  repair or replace its stock in trade
     fixtures, furnishings, furniture, carpeting, wall covering, floor covering,
     drapes and  equipment  to the same  condition  as they were in  immediately
     prior to the  casualty.  If the  Premises or any portion of the Project are
     damaged by fire or other  casualty  caused  directly or  indirectly  by the
     fault or negligence  of Tenant or its agents,  employees,  contractors,  or
     invitees,  the rent under  this  Lease  will not abate and Tenant  shall be
     liable to Landlord  for the cost and expense of the repair and  restoration
     of the Premises or the Project  caused thereby to the extent that such cost
     and expense is equal to or less than the  deductible  amount covered by the
     insurance proceeds described in Section 14.1.

19.  Eminent Domain.

19.1.Eminent Domain.  If any material portion of the Premises shall be acquired,
     condemned  or damaged as a result of the  exercise  of any power of eminent
     domain, condemnation or sale under threat thereof or in lieu thereof to the
     extent that the remainder becomes unuseable for its intended purpose,  then
     Landlord  or Tenant at its  election  may  terminate  this  Lease by giving
     notice to the other party of its election,  within 180 days of the date the
     condemning  authority shall have the right to possession of the Premises or
     portion of the Project condemned.  Moreover, if any material portion of the
     Project is taken and in Landlord's  judgment  such taking would  materially
     interfere  with or  impair  its  ownership  or  operation  of the  Project,
     Landlord may terminate this Lease.  If the Lease shall not be terminated as
     aforesaid,  then it shall  continue in full force and effect,  and Landlord
     shall within a reasonable time after  possession is physically taken by the
     condemning authority (subject to delays due to shortage of labor, materials
     or equipment,  labor  difficulties,  breakdown of  equipment,  governmental
     restrictions, fires, other casualties or other causes beyond the reasonable
     control of Landlord)  restore the remaining  portion of the Premises to the
     extent reasonably  possible,  to render it reasonably  suitable for the Use
     permitted by Section 1. Provided,  however, Landlord shall not be obligated
     to expend an amount greater than the proceeds  received from the condemning
     authority  less all expenses  incurred in connection  therewith  (including
     attorney's fees) for the restoration. Base Rent as provided in Section 5.1,
     shall be reduced in the  proportion  that the area of the Premises so taken
     bears to the total  Premises.  No taking of the Common  Area shall  entitle
     Tenant to an abatement of rent,  but operating  expenses  shall be adjusted
     accordingly.

19.2.Damages.  Landlord  reserves and Tenant assigns to Landlord,  all rights to
     damages on account of any taking or condemnation or sale under threat or in
     lieu thereof or any act of any public or  quasi-public  authority for which
     damages are payable. Tenant shall execute such instruments of assignment as
     Landlord  requires,  join with  Landlord in any action for the  recovery of
     damages if  requested  by  Landlord,  and turn over to Landlord any damages
     recovered  in any  proceeding.  If  Tenant  fails  to  execute  instruments
     required by Landlord, or undertakes such other steps as requested, Landlord
     shall be deemed the duly authorized  irrevocable agent and attorney-in-fact
     of Tenant to execute such instruments and undertake such steps on behalf of
     Tenant.  However,  Landlord does not reserve any damages  payable for trade
     fixtures  installed  by  Tenant  at its own cost  which are not part of the
     realty,  moving  expenses and  business  interruption  expense  incurred by
     Tenant, provided that such items are separately awarded to Tenant.

20.  Assignment  and  Subletting.  Tenant  shall not  assign  this  Lease or any
     interest therein,  whether voluntarily,  by operation of law, or otherwise,
     and shall not sublet the  Premises  or any part  thereof  except by written
     permission and consent of Landlord being first had and obtained. Consent of
     Landlord to any such  assignment  or subletting  shall not be  unreasonably
     withheld if: (i) at the time of such assignment or subletting Tenant is not
     in default in the  performance  and  observance of any of the covenants and
     conditions  of this Lease;  (ii) the  assignee or subtenant of Tenant shall
     expressly assume in writing all of Tenant's  obligations  hereunder;  (iii)
     Tenant shall provide proof to Landlord that the assignee or subtenant has a
     financial  condition  which is  satisfactory  to  Landlord  and  Landlord's
     lender;  (iv) the Premises continue to be used solely for the Use set forth
     in Section 1, and (v) Landlord is  furnished  with and approves the form of
     the proposed sublease.  In connection with any such assignment or sublease,
     Tenant or the  assignee or  subtenant  of Tenant  shall pay to Landlord any
     legal and  administrative  costs  incurred by Landlord  in  approving  such
     assignment  or  subletting,  not to  exceed  $*.  Any  such  assignment  or
     sublease, even with the approval of Landlord, shall not relieve Tenant from
     liability  for  payment  of all forms of rental  and other  charges  herein
     provided  or from  the  obligations  to keep  and be  bound  by the  terms,
     conditions  and  covenants of this Lease.  The  acceptance of rent from any
     other person shall not be deemed to be a waiver of any of the provisions of
     this Lease,  or a consent to the  assignment or subletting of the Premises.
     Consent to any  assignment or  subletting  shall not be deemed a consent to
     any future assignment or subletting. Any merger,  consolidation or transfer
     of corporate shares of Tenant, if Tenant is a corporation,  so as to result
     in a change in the  present  voting  control of the Tenant by the person or
     persons  owning a  majority  of said  corporate  shares on the date of this
     Lease,  shall  constitute an assignment and be subject to the conditions of
     this  Paragraph.  If  Tenant is a general  partnership  having  one or more
     corporations as partners or if Tenant is a limited  partnership  having one
     or more corporations as general  partners,  the provisions of the preceding
     sentence shall apply to each of such  corporations  as if such  corporation
     alone  had been the  Tenant  hereunder.  If Tenant  is a  partnership,  the
     withdrawal  of a general  partner  shall be an  assignment  subject  to the
     provisions hereof.  Moreover,  in the event that the rental due and payable
     by a sublessee or assignee,  or a combination  of the rental  payable under
     such sublease or assignment plus any bonus or other consideration  therefor
     or incident thereto exceeds the rental payable under this Lease, or if with
     respect to an  assignment,  sublease,  license or other  transfer by Tenant
     permitted by Landlord, the consideration payable to Tenant by the assignee,
     subtenant,  licensee or other  transferee  exceeds the rental payable under
     this Lease,  then Tenant shall be bound and obligated to pay  Landlord,  in
     addition to all rental required hereunder,  * (*) of such excess rental and
     other excess  consideration  within * (*) days following receipt thereof by
     Tenant from such sublessee,  assignee, licensee or other transferee, as the
     case may be.  Finally,  in the event of any  assignment or subletting it is
     understood  and agreed  that all  rentals  paid to Tenant by an assignee or
     sublessee  shall be  received  by  Tenant  in  trust  for  Landlord,  to be
     forwarded  immediately to Landlord without  reduction of any kind, and upon
     election by  Landlord  such  rentals  shall be paid  directly to  Landlord.
     Without limitation of Landlord's  approval rights as provided above, Tenant
     shall provide a copy of any executed sublease to Landlord within * (*) days
     of the execution thereof.

20.1 Notwithstanding  anything  contained in this Lease to the contrary,  Tenant
     may  without  the prior  consent of  Landlord,  but with notice to Landlord
     within * (*) days of any assignment or sublease,  assign or sublease all or
     part of the  premises,  to an affiliate  of Tenant,  or to any company into
     which Tenant may be merged or consolidated,  or that acquires substantially
     all of the assets of Tenant.  Any such assignee  shall have a similar right
     to assign this Lease to an affiliate of Tenant or to any company into which
     Tenant  may be  merged  or  consolidated,  without  the  prior  consent  of
     Landlord,  but with notice to Landlord  within * (*) days of any assignment
     or sublease.  An  "Affiliate"  of Tenant shall mean any  corporation  which
     directly or  indirectly,  controls or is  controlled  by or is under common
     control  with  Tenant,  or a  successor  corporation  to Tenant by  merger,
     consolidation,  or  non-bankruptcy  reorganization.   For  purpose  of  the
     definition of "affiliate,"  the word "control"  (including  "controlled by"
     and  under  common  control  with"),   with  respect  to  any  corporation,
     partnership  or  association,  shall  mean  the  possession,   directly  or
     indirectly, of the power to direct or cause the direction of the management
     and policy of a particular corporation, partnership or association, whether
     through the  ownership of voting  securities  or by contract or  otherwise.
     Notwithstanding  the  foregoing,  if any such affiliate has a net woth less
     than that of Tenant at the time of such proposed  assignment,  Landlord may
     require  as a  condition  to such  assignment  a  guarantee  from  Frontier
     Airlines Inc., or its successor, in a form acceptable to Landlord.

21.  Default by Tenant.

21.1.Events of Default.  The following  shall be considered  for all purposes to
     be events of default  under and a breach of this Lease:  (a) any failure of
     Tenant to pay any rent or other amount when due hereunder after  expiration
     of any applicable grace periods therefore as provided in the Lease; (b) any
     failure by Tenant to perform or observe any of the other terms, provisions,
     conditions  and  covenants  of this  Lease for more  than * (*) days  after
     written  notice of such failure or if such  performance  is of a type which
     will require more than * (*) days to correct  using  reasonable  diligence,
     Tenant  fails to  commence  such cure  within * (*) days  after  notice and
     diligently  proceed  to cure same;  (c) Tenant  shall  become  bankrupt  or
     insolvent, or file or have filed against it a petition in bankruptcy or for
     reorganization  or  arrangement  or for the  appointment  of a receiver  or
     trustee  of all or a portion  of  Tenant's  property,  or  Tenant  makes an
     assignment  for the  benefit  of  creditors;  (d) if  Tenant  abandons  the
     Premises;  (e) this Lease, Tenant's interest herein or in the Premises, any
     improvements  thereon,  or any  property  of  Tenant  is  executed  upon or
     attached;  or (f) the Premises come into the hands of any person other than
     expressly permitted under this Lease.

21.2.Landlord's Remedies.  Upon the occurrence of any event of default specified
     in this Lease,  Landlord,  without grace period, demand or notice (the same
     being  hereby  waived by Tenant),  and in  addition to all other  rights or
     remedies Landlord may have for such default, shall have the right to pursue
     any one or more of the following remedies:

     (a)  Terminate this Lease in which event Tenant shall immediately surrender
          the Premises to Landlord,  and if Tenant fails to do so, Landlord may,
          without prejudice to any other remedy which it may have for possession
          or arrearages in rent,  enter upon and take possession of the Premises
          and expel or remove  Tenant and any other  person who may be occupying
          said  Premises or any part  thereof,  by force if  necessary,  without
          notice or the need to resort to legal process and without being deemed
          guilty  of  trespass  or  becoming  liable  for  any  loss  or  damage
          occasioned thereby; and Landlord may recover from Tenant the amount of
          all loss and  damage  which  Landlord  may  suffer  by  reason of such
          termination,  including, without limitation, all costs of retaking the
          Premises and the total present value (using a discount factor of * (*)
          percent) of the total rent and charges  reserved in this Lease for the
          remainder of the Term of this Lease (i.e.,  the duration of this Lease
          had it not been  terminated) all of which shall be immediately due and
          payable by Tenant to Landlord; and/or

     (b)  Without  terminating this Lease, enter upon and take possession of the
          Premises,  and expel or remove  Tenant and any other person who may be
          occupying said Premises,  or any part thereof,  by force if necessary,
          without  notice  or the need to resort to legal  process  and  without
          being  deemed  guilty of trespass  or becoming  liable for any loss or
          damage  occasioned  thereby.  Landlord may make such  alterations  and
          repairs as it deems  advisable  to relet the  Premises,  and relet the
          Premises or any part  thereof for such term or terms (which may extend
          beyond the Term of this Lease) and at such rentals and upon such other
          terms  and  conditions  as  Landlord  in  its  sole  discretion  deems
          advisable.  Upon each such reletting all rentals  received by Landlord
          therefrom shall be applied: first, to any indebtedness other than rent
          due hereunder  from Tenant to Landlord;  second,  to pay any costs and
          expenses of  reletting,  including  brokers' and  attorneys'  fees and
          costs of alterations and repairs;  third,  to rent due hereunder;  and
          fourth, the residue,  if any, shall be held by Landlord and applied in
          payment of future rent as it becomes due hereunder.  No such reletting
          shall  relieve  Tenant  or  any  guarantors  from  their   obligations
          hereunder.  If rentals  received from such reletting  during any month
          are less than that to be paid during  that month by Tenant  hereunder,
          Tenant shall  immediately pay any such  deficiency to Landlord.  In no
          event  shall  Tenant  be  entitled  to any  excess  rent  obtained  by
          reletting the Premises over and above the rent reserved herein.

     No  re-entry or taking  possession  of the  Premises  by Landlord  shall be
construed as an election to terminate this Lease unless a written notice of such
termination is given by Landlord to Tenant.  Notwithstanding  any such reletting
or re-entry or taking possession, without termination,  Landlord may at any time
thereafter terminate this Lease for any prior breach or default.  Pursuit of any
of the  foregoing  remedies  shall  not  preclude  pursuit  of any of the  other
remedies herein provided or any other remedies  provided by at law or in equity,
nor shall  pursuit of any remedy  herein  provided  constitute a  forfeiture  or
waiver of any rent due to  Landlord  hereunder  or of any  damages  accruing  to
Landlord.  Notwithstanding anything herein to the contrary,  Landlord shall have
no obligation  to relet or attempt to relet the Premises or any portion  thereof
following  termination of this Lease,  re-entry or repossession of the Premises.
Provided,  however,  in the  event  Landlord  is ever  held to have such a duty,
Tenant  agrees that Landlord  shall,  in  connection  with such efforts,  not be
required to do anything  more than list the  Premises  for lease with a licensed
real  estate  broker  of  Landlord's  choosing  (which  may be an  affiliate  of
Landlord)  for a period of * (*)  months.  If no party  acceptable  to  Landlord
executes a lease with Landlord on terms reasonably acceptable to Landlord within
this * (*) month period,  Tenant agrees that Landlord  shall  conclusively  have
satisfied  any such duty to release or mitigate.  In no event will Landlord have
any duty to lease the Premises  before  Landlord leases other vacant space which
it has in the Project or other  buildings  owned by Landlord nor shall  Landlord
have any  duty to lease to and  Landlord  will not be  considered  to be  acting
unreasonably  in refusing to lease to any party if: (i) the  prospective  lessee
has a financial  condition  which is  unacceptable  to  Landlord  or  Landlord's
lenders;  (ii)  the  prospective  lessee  requires  any  alterations  which  are
unacceptable to the Landlord or Landlord's lenders; (iii) the prospective lessee
requires  tenant  improvements  to be paid by Landlord;  or (iv) the prospective
lessee  requires  terms  different  from  this  Lease  or  which  are  otherwise
unacceptable to Landlord or Landlord's lender.

21.3.Lockout  Provisions.  Upon the  occurrence  of an uncured  event of default
     under the  Lease,  Landlord  shall be  entitled  to change the locks at the
     Premises after three (3) days prior written notice to Tenant. Tenant agrees
     that entry may be gained for that  purpose  through use of a  duplicate  or
     master  key or any  other  means,  that  same may be  conducted  out of the
     presence of Tenant if Landlord so elects,  that no notice shall be required
     to be posted at the time of such entry by the  Landlord  on any door to the
     Premises (or elsewhere)  disclosing the reason for such action or any other
     information,  and that Landlord  shall not be obligated to provide a key to
     the changed  lock to Tenant  unless  Tenant  shall have first:  (a) brought
     current all payments due to Landlord under this Lease;  provided,  however,
     that if Landlord has theretofore  formally and permanently  repossessed the
     Premises,  or has  terminated  this Lease,  then Landlord shall be under no
     obligation  to  provide a key to the new  lock(s) to Tenant  regardless  of
     Tenant's payment of past-due rent or other past-due  amounts,  damages,  or
     any other  payment or amounts of any nature or kind  whatsoever;  (b) fully
     cured and remedied to Landlord's  satisfaction all other defaults of Tenant
     under this Lease (but if such  defaults  are not  subject to cure,  such as
     early abandonment of the Premises,  then Landlord shall not be obligated to
     provide  the new key to  Tenant  under  any  circumstances);  and (c) given
     Landlord  security  and  assurances  satisfactory  to Landlord  that Tenant
     intends to and is able to meet and comply with its future obligations under
     this Lease, both monetary and nonmonetary.

21.4.Landlord's  Performance for Account of Tenant. If the Tenant shall continue
     in default in the performance of any of the covenants or agreements  herein
     contained  after the time limit for the curing  thereof  then  Landlord may
     perform the same for the  account of Tenant.  Any amount paid or expense or
     liability (together with interest thereon at the Maximum Rate from the date
     upon which any such expense shall have been incurred)  incurred by Landlord
     in the  performance  of any such matter for the account of Tenant  shall be
     deemed to be additional  rent and the same (together with interest  thereon
     at the Maximum  Rate from the date upon which any such  expense  shall have
     been  incurred)  may, at the option of Landlord,  be added to any rent then
     due or  thereafter  falling due  hereunder or shall be payable by Tenant to
     Landlord on demand.

21.5.Application  of Payments  Received  From  Tenant.  Landlord  shall have the
     right to apply any payments made by Tenant to the  satisfaction of any debt
     or obligation of Tenant to Landlord according to Landlord's sole discretion
     and regardless of the  instructions of Tenant as to application of any such
     sum,  whether  such   instructions  be  endorsed  upon  Tenant's  check  or
     otherwise,  unless  otherwise  agreed upon by both parties in writing.  The
     acceptance  by  Landlord  of a check or checks  drawn by a party other than
     Tenant shall not affect Tenant's liability hereunder nor shall it be deemed
     an approval of any assignment or sublease of this Lease by Tenant.

21.6.Waiver of Rights of  Redemption.  To the extent  permitted  by law,  Tenant
     waives any and all rights of redemption  granted by or under any present or
     future  laws if Tenant is evicted  or  dispossessed  for any  cause,  or if
     Landlord  obtains  possession  of  the  Premises  due to  Tenant's  default
     hereunder or otherwise.

21.7.No Waiver.  No delay or omission in the  exercise of any right or remedy of
     Landlord on any default by Tenant shall impair such a right or remedy or be
     construed as a waiver. The receipt and acceptance by Landlord of delinquent
     rent  shall  not  constitute  a  waiver  of any  other  default;  it  shall
     constitute  only a waiver of timely payment for the particular rent payment
     involved. No act or conduct of Landlord, including, without limitation, the
     acceptance of the keys to the Premises,  shall  constitute an acceptance of
     the surrender of the Premises by Tenant before the  expiration of the term.
     Only a notice from  Landlord to Tenant shall  constitute  acceptance of the
     surrender  of the  Premises  and  accomplish  a  termination  of the Lease.
     Landlord's consent to or approval of any act by Tenant requiring Landlord's
     consent  or  approval  shall not be  deemed to waive or render  unnecessary
     Landlord's  consent to or approval  of any  subsequent  act by Tenant.  Any
     waiver by  Landlord  or any  default  must be in writing and shall not be a
     waiver of any other default  concerning the same or any other  provision of
     the Lease.

22.  Landlord's Lien. Intentionally omitted.


23.  Default by Landlord.  Except in the event of emergency  repairs required to
     be made by the  Landlord to the  Premises,  which will be  commenced at the
     earliest reasonable  opportunity by Landlord after receipt of notice of the
     need  therefore,  Landlord shall in no event be charged with default in any
     of its obligations hereunder unless and until Landlord shall have failed to
     perform such  obligations  within * (*) days (or such additional time as is
     reasonably  required to correct any such default)  after written  notice to
     Landlord by Tenant,  specifically  describing such failure. All obligations
     of Landlord hereunder shall be construed as covenants, not conditions; and,
     except as may be otherwise expressly provided in this Lease, Tenant may not
     terminate this Lease for breach of Landlord's  obligations  hereunder.  All
     obligations  of  Landlord  under  this Lease  will be deemed  binding  upon
     Landlord  only  during the period of its  ownership  of the Project and not
     thereafter.  The term  "Landlord"  in this Lease shall mean only the owner,
     for the time being of the Project, and in the event of the transfer by such
     owner of its  interest  in the  Project,  such  owner  shall  thereupon  be
     released  and  discharged  from  all  obligations  of  Landlord  thereafter
     accruing,  but such obligations shall be binding during the Lease Term upon
     each new owner for the duration of such owner's ownership. Any liability of
     Landlord  under this Lease shall be limited  solely to its  interest in the
     Project,  and in no event shall any personal  liability be asserted against
     Landlord in connection with this Lease nor shall any recourse be had to any
     other property or assets of Landlord.

24.  Application of Payments Received From Tenant. Landlord shall have the right
     to apply any  payments  made by Tenant to the  satisfaction  of any debt or
     obligation of Tenant to Landlord  according to Landlord's  sole  discretion
     and regardless of the  instructions of Tenant as to application of any such
     sum,  whether  such   instructions  be  endorsed  upon  Tenant's  check  or
     otherwise,  unless  otherwise  agreed upon by both parties in writing.  The
     acceptance  by  Landlord  of a check or checks  drawn by a party other than
     Tenant shall not affect Tenant's liability hereunder nor shall it be deemed
     an approval of any assignment or sublease of this Lease by Tenant.

25.  Notices.  All notices  required to be given  hereunder shall be in writing,
     and shall be served in  person  upon the party to be  notified  or upon its
     agent, or shall be mailed by certified or registered mail or deposited with
     a  nationally  recognized  overnight  carrier,   postage  prepaid,  to  the
     appropriate address shown on the signature page of this Lease. Either party
     shall have the right to change its  address  for  notice by  notifying  the
     other party of such change in accordance with this paragraph.  Notice shall
     be  deemed  given * (*) days  after  deposit  in the  U.S.  Mail or sent as
     otherwise  provided in the manner provided herein.  Either party shall have
     the right to change its address for notice by notifying  the other party of
     such change in accordance with this Paragraph.

26.  Sale of  Project  or Land by  Landlord.  In the  event  of any  sale of the
     Project or Land by Landlord, or any part thereof,  Landlord shall be and is
     hereby  entirely  freed and relieved of all liability  under any and all of
     its  covenants  and  obligations  contained  in or derived  from this Lease
     arising  out of  any  act,  occurrence  or  omission  occurring  after  the
     consummation  of  such  sale;  and  the  purchaser,  at  such  sale  or any
     subsequent sale of the Project or Land shall be deemed, without any further
     agreement  between the parties or their  successors  in interest or between
     the parties and any such purchaser, to have assumed and agreed to carry out
     any and all of the covenants  and  obligations  of the Landlord  under this
     Lease. Furthermore, in the event of a sale or conveyance by Landlord of the
     Project or Land,  this Lease shall not be  affected  by any such sale,  and
     Tenant agrees to attorn to the purchaser thereof.

27.  Surrender, Holding Over and Successors.

27.1.Surrender.  Upon the  expiration  or  earlier  termination  of this  Lease,
     whether by forfeiture, lapse of time, or otherwise, or upon the termination
     of  Tenant's  right to  possession  of the  Premises,  Tenant  will at once
     surrender and deliver up the Premises,  to Landlord in good and broom-clean
     condition  and repair,  reasonable  wear and tear and loss by fire or other
     casualty excepted.  All Tenant Additions will,  following the expiration or
     termination  of this Lease,  remain in the Premises as Landlord's  property
     unless  Landlord  directs  Tenant to remove  all or any  portion of same in
     writing at the time Landlord approves the plans and specifications relating
     to such Tenant  Additions,  provided  however,  that  Tenant  must  request
     Landlord's  determination,  whether  said  improvements  will remain in the
     Premises or be required  to be  removed,  at the time Tenant is  requesting
     approval of the plans and  specifications,  whereupon Tenant agrees that it
     shall,  at its expense,  remove such Tenant  Additions (or portion  thereof
     directed by Landlord).  Provided  Tenant is not in default,  it will remove
     its  Trade  Fixtures,  inventory,  and  other  personal  property  upon the
     expiration  of the Term.  . Tenant  shall repair any damage to the Premises
     caused by the removal of such Tenant  Additions,  Trade Fixtures,  or other
     items. In no event will any fire sprinklers,  fire  suppression  equipment,
     HVAC System components,  floor tiles,  carpeting,  ceiling tiles,  plumbing
     fixtures,  or similar  building  system items or any  equipment or fixtures
     attached to the realty be considered  "Trade Fixtures" or be removed unless
     directed by Landlord to do so.  Tenant  agrees that  following  an Event of
     Default,  Landlord  may,  at its option,  allow any party  claiming to be a
     lessor of Tenant or a holder of a security  interest in such trade fixtures
     or equipment to remove equipment,  Trade Fixtures, and similar items leased
     from such lessor.  Landlord  shall have no  liability  to Tenant  therefor.
     Landlord  may  condition  its  consent  upon  such  lessor or a holder of a
     security  interest in such trade  fixtures or equipment  agreeing to repair
     any damage to the Premises  caused by such removal and  providing  adequate
     financial assurances of its ability to pay for any such damages.  Provided,
     however,  no such  agreement by any such lessor,  or Landlord's  failure to
     obtain such an agreement, shall relieve Tenant of its obligations hereunder
     including  without  limitation,  Tenant's  obligation to repair said damage
     even if the damage is caused by said lessor or its  contractors  or agents.
     Tenant shall remove all Hazardous  Materials.  Any Trade Fixtures or Tenant
     Additions  not  removed  by  Tenant  as  required  herein  shall be  deemed
     abandoned  and may be  stored,  removed  and  disposed  of by  Landlord  at
     Tenant's  expense,  and Tenant waives all claims  against  Landlord for any
     damages resulting from Landlord's  retention or disposal of same. Moreover,
     any period  following  the  termination  or expiration of this Lease during
     which there is Hazardous  Material,  Tenant  Alterations  or Trade Fixtures
     which are not removed as herein  required shall be considered a holdover by
     Tenant  and,  in  addition  to all other  remedies  available  to  Landlord
     hereunder,  shall obligate Tenant to the increased rental payments pursuant
     to Section  27.2.  Tenant shall be entitled to no payment or offset for the
     value of any such  property  (even if sold by  Landlord)  and  shall pay on
     demand all costs  incurred by Landlord in  connection  with such removal or
     disposal. No retention, disposal or sale of such items shall limit remedies
     otherwise  available  to  Landlord  hereunder  for a breach by Tenant.  All
     obligations of Tenant hereunder not full performed as of the termination or
     expiration of the Lease shall survive such termination or expiration.

27.2.Holding  Over.  If Tenant holds over or occupies  the  Premises  beyond the
     Term of this Lease (it being  agreed there shall be no such holding over or
     occupancy without  Landlord's  written consent),  Tenant shall pay Landlord
     for  each  day  of  such  holding  over a sum  equal  to * the  daily  rent
     applicable  hereunder at the  expiration of the Term  (including  Operating
     Expenses),  prorated for the number of days of such holding  over.  In such
     event, Tenant shall occupy the Premises as a Tenant at sufferance,  and all
     of the terms and  provisions  of this Lease shall be  applicable,  with the
     exception of the rent  applicable  during such  holding over period,  which
     shall be increased as aforesaid.  Tenant agrees that Landlord may institute
     a forcible  detainer or similar action against Tenant or any other party in
     possession  of the  Premises  without  serving  any demand for  possession,
     demand to vacate,  notice of  termination  or similar demand or notice upon
     Tenant or such party in possession.

27.3.Successors.  All rights and  liabilities  herein  given or imposed upon the
     respective  parties  hereto shall bind and inure to the several  respective
     heirs, successors, administrators, executors and assigns of the parties and
     if  Tenant  is more  than one  person,  they  shall be  bound  jointly  and
     severally by this Lease. No rights,  however, shall inure to the benefit of
     any  assignee of Tenant  unless the  assignment  is approved by Landlord as
     required herein.

28.  Brokers or Finders. Tenant represents and warrants to Landlord, that it has
     engaged no broker or finder  other  than the Broker  listed in Section 1 of
     this Lease and that no claims for  brokerage  commissions  or finders' fees
     will arise in  connection  with the  execution  of this Lease and agrees to
     indemnify,  defend and hold Landlord harmless from any liability or expense
     (including attorney's fees) arising from any such claim. Landlord agrees to
     pay Broker a commission  upon Tenant  accepting  occupancy  and  commencing
     payment of Base Rent hereunder as provided in a separate  agreement between
     Landlord and said Broker.

29.  Environmental Issues.

29.1.Tenants  Compliance  with  Environmental  Laws.  Tenant  shall not cause or
     permit any Hazardous  Material to be brought upon, kept or used in or about
     the  Premises by Tenant,  its agents,  employees,  contractors  or invitees
     without the prior written  consent of Landlord,  which  Landlord  shall not
     unreasonably   withhold   provided   Tenant   demonstrates   to  Landlord's
     satisfaction  that  such  Hazardous  Material  is  necessary  or  useful to
     Tenant's business. All Hazardous Materials will be used, kept and stored in
     a manner that complies with all laws regulating any such Hazardous Material
     so brought upon or used or kept in or about the Premises.

29.2.Indemnification.  In  addition  to, and without  limitation  on the general
     indemnity  obligations  of Tenant  under this  Lease,  Tenant  specifically
     agrees that it shall indemnify,  defend and hold Landlord harmless from any
     and all claims, judgments, damages, penalties, fines, costs, liabilities or
     losses (including, without limitation,  diminution in value of the Premises
     or the Project,  damages for the loss or  restriction on use of rentable or
     usable space or of any amenity of the Premises, and sums paid in settlement
     of claims,  attorneys'  fees,  consultant fees and expert fees) which arise
     during or after the Lease  Term as a result of any  breach by Tenant of its
     obligations  under this  Paragraph  or any  contamination  of the  Premises
     resulting from the presence of Hazardous Materials on or about the Premises
     caused or permitted by Tenant.  This  indemnification of Landlord by Tenant
     includes,  without  limitation,  costs  incurred  in  connection  with  any
     investigation  of site  conditions  or any clean-up,  remedial,  removal or
     restoration  work  required  by any  federal,  state or local  governmental
     agency or political  subdivision  because of Hazardous  Material present in
     the soil or ground  water on or under the  Premises.  Without  limiting the
     foregoing, if the presence of any Hazardous Material on the Premises caused
     or permitted by Tenant results in any contamination of the Premises, Tenant
     shall  promptly  take all actions at its sole  expense as are  necessary to
     return the Premises to the condition  existing prior to the introduction of
     any such  Hazardous  Material to the  Premises,  provided  that  Landlord's
     approval of such actions shall first be obtained.  Tenant further agrees to
     defend Landlord, its agents,  employees,  and assigns in any administrative
     or judicial  proceeding  commenced by private  individuals or  governmental
     entities  seeking  recovery  of damages  for  personal  injury or  property
     damage,  or recovery of civil penalties or fines arising out of,  connected
     with,  or  relating to any breach by Tenant of its  obligations  under this
     Paragraph or any contamination of the Premises  resulting from the presence
     of  Hazardous  Materials  on or about the  Premises  caused or permitted by
     Tenant.  The foregoing  indemnity  shall survive the  expiration or earlier
     termination of this Lease.

29.3.Hazardous  Material.  As used herein,  the term "Hazardous  Material" means
     any  pollutant,  toxic  substance,  hazardous  waste,  hazardous  material,
     hazardous substance,  oil hydrocarbon,  asbestos or similar item as defined
     in or pursuant to the Resource  Conservation  and Recovery Act, as amended,
     the Comprehensive Environmental Response,  Compensation, and Liability Act,
     as amended,  the Federal  Clean  Water Act, as amended,  the Safe  Drinking
     Water Act, as amended, the Federal Water Pollution Control Act, as amended,
     or any other  federal,  state or local  environmental  or heath and  safety
     related law, regulation,  ordinance, rule, or bylaw, whether existing as of
     the date hereof,  previously enforced or subsequently enacted (collectively
     the "Environmental Laws").

29.4.Notice of Certain  Events.  Tenant  shall  immediately  advise  Landlord in
     writing  of (a)  any  governmental  or  regulatory  actions  instituted  or
     threatened  under  any  Environmental  Law  affecting  the  Tenant  or  the
     Premises,  (b) all claims made or  threatened  by any third  party  against
     Tenant or the Premises  relating to damage,  contribution,  cost  recovery,
     compensation,  loss or injury resulting from any Hazardous  Materials,  (c)
     the discovery of any occurrence or condition on any real property adjoining
     or in the  vicinity of the  Premises  that could cause the  Premises or the
     Project  or Land to be  classified  in a manner  which may  support a claim
     under any  Environmental  Law, and (d) the  discovery of any  occurrence or
     condition  on the  Premises,  the  Project  or  Land or any  real  property
     adjoining  or in the  vicinity of the  Premises,  the Project or Land which
     could subject Tenant, the Premises, the Project or Land to any restrictions
     in  ownership,  occupancy,  transferability  or use of  the  Premises,  the
     Project or the Land under any Environmental Law. Landlord may elect to join
     and participate in any settlements,  remedial actions, legal proceedings or
     other  actions   initiated  in   connection   with  any  claims  under  any
     Environmental  Law  caused or alleged  to have been  caused by  Tenant,  it
     agents,  employees,  contractors  or  invitees  and to have its  reasonable
     attorney's fees paid by Tenant. At its sole cost and expense, Tenant agrees
     when applicable or upon request of Landlord to promptly and completely cure
     and remedy every violation of an  Environmental  Law caused by Tenant,  its
     agents, employees, contractors or invitees.

29.5.Environmental  Review.  In the  event  reasonable  evidence  exists  of the
     occurrence  or existence of the violation of any  Environmental  Law or the
     presence  of any  Hazardous  Material on the  Premises,  the Project or the
     Land, caused by Tenant, its agents,  employees,  contractors,  or invitees,
     Landlord (by its officers,  employees and agents) at any time and from time
     to time may contract for the services of persons (the "Site  Reviewers") to
     perform   environmental  site  assessments  ("Site   Assessments")  on  the
     Premises,  the Project,  Land or neighboring  properties for the purpose of
     determining  whether  there exists on the  Premises,  the Project,  Land or
     neighboring  properties any environmental  condition which could reasonably
     be expected to result in any  liability,  cost or expense to Landlord.  The
     Site  Reviewers  are  hereby  authorized  to enter  upon the  Premises  for
     purposes of conducting  Site  Assessments.  The Site  Reviewers are further
     authorized  to  perform  both  above  and  below  the  ground  testing  for
     environmental  damage or the presence of Hazardous Materials and such other
     tests on the Premises,  the Project, Land or neighboring  properties as may
     be necessary to conduct the Site  Assessments in the reasonable  opinion of
     the Site  Reviewers.  Tenant  agrees to supply to the Site  Reviewers  such
     historical  and  operational  information  regarding the Premises as may be
     reasonably   requested  by  the  Site  Reviewers  to  facilitate  the  Site
     Assessments  and will make  available for meetings with the Site  Reviewers
     appropriate personnel having knowledge of such matters. The results of Site
     Assessments  shall  be  furnished  to  Tenant  upon  request.  The  cost of
     performing such Site Assessments shall be paid by Tenant.

30.  Miscellaneous.

30.1.Partial Invalidity.  If any term, covenant,  condition or provision of this
     Lease is held by a court of competent  jurisdiction to be invalid,  void or
     unenforceable,  the remainder of the provisions hereof shall remain in full
     force and effect and shall in no way be affected,  impaired or  invalidated
     thereby.

30.2.Captions.  The various  headings and numbers herein and the grouping of the
     provisions of this Lease into Paragraphs are for the purpose of convenience
     only and shall not be considered a part hereof unless  expressly  stated to
     the contrary.

30.3.Gender;  Number.  Words of any gender  used in this Lease shall be held and
     construed to include any other  gender,  and words in the  singular  number
     shall be held to include  the plural,  and vice  versa,  unless the context
     otherwise requires.

30.4.Applicable  Law.  This Lease  shall be governed by the laws of the State of
     New Mexico.

30.5.Corporation as Tenant.  If a corporation  executes this Lease as Tenant, it
     shall promptly furnish  Landlord with certified  corporate  resolutions,  a
     secretary's certificate or other evidence reasonably acceptable to Landlord
     attesting to the authority of the officers  executing  this Lease on behalf
     of such corporation.

30.6.Time. Time is of the essence of this Lease.


30.7.Joint and Several  Liability.  If Tenant is a partnership or other business
     organization,  the members of which are subject to personal liability,  the
     liability of each such member shall be deemed to be joint and several.

30.8.Accord and Satisfaction.  Landlord is entitled to accept,  receive and cash
     or deposit any  payment  made by Tenant for any reason or purpose or in any
     amount  whatsoever,  and  apply  the  same  at  Landlord's  option  to  any
     obligation  of Tenant  and the same  shall not  constitute  payment  of any
     amount  owed  except  that to which  Landlord  has  applied  the  same.  No
     endorsement  or  statement on any check or letter of Tenant shall be deemed
     an  accord  and  satisfaction  or  otherwise  recognized  for  any  purpose
     whatsoever.  The  acceptance  of any such check or payment shall be without
     prejudice to Landlord's right to recover any and all amounts owed by Tenant
     hereunder and the Landlord's right to pursue any other available remedy.

30.9.Entire  Agreement.  There are no  representations,  covenants,  warranties,
     promises,  agreements,  conditions or undertaking, oral or written, between
     Landlord  and Tenant  other than  herein  set  forth.  Except as  otherwise
     provided herein, no subsequent alteration, amendment, change or addition to
     this Lease shall be binding upon  Landlord or Tenant  unless in writing and
     signed by them.  The normal  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 the Lease or any  exhibits or addendums
     hereto.

30.10No Partnership.  Landlord does not, in any way or for any   purpose, become
     a partner, employer,  principal, master, agent or joint venturer of or with
     Tenant.

30.11. Force Majeure.  If either party hereto shall be delayed or hindered in or
     prevented from the  performance of any act required  hereunder by reason of
     acts  of God,  unavoidable  casualties,  the  elements,  inclement  weather
     preventing work, strikes,  lockouts,  labor troubles,  inability to procure
     material,  failure of power,  restrictive governmental laws or regulations,
     riots, insurrection, war or other reason of a like nature, not the fault of
     the party  delayed in  performing  work or doing acts  required  under this
     Lease, the period for the performance of any such act shall be extended for
     a period  equivalent  to the  period  of such  delay.  Tenant  shall not be
     excused  from  any  obligations  for  payment  of  rent,  percentage  rent,
     additional  rent or any other payments  required by the terms of this Lease
     when same are due,  and all such  amounts  shall be paid  when due,  unless
     otherwise expressly set forth herein.

30.12. Attorney's  Fees and Waiver of Jury Trial. In the event of any litigation
     regarding this Lease,  the losing party shall pay to the  prevailing  party
     reasonable  attorney's fees.  Without  limitation on the foregoing,  Tenant
     agrees  that  should  Landlord  ever file a forcible  detainer  action or a
     forcible  entry and  detainer  action,  Landlord  shall be  entitled to its
     reasonable attorney's fees and costs in such action, and Landlord shall not
     be required to give Tenant  written notice to vacate or any other notice in
     order to  recover  such  attorney's  fees and  costs.  Landlord  and Tenant
     acknowledge the delay, expense and uncertainty associated with a jury trial
     involving a complex  commercial lease of this nature, and in recognition of
     these inherent problems hereby waive their rights to a jury trial and agree
     that any litigation regarding this Lease will be tried without a jury.

30.13. Limitation of Liability.  To the extent Section 56-7-1 N.M.S.A.  1978 may
     be applicable to this Lease, any indemnity agreement contained herein shall
     not extend to liability,  claims,  damages,  losses or expenses,  including
     attorney's fees, arising out of:

     (a)  the  preparation  or approval of maps,  drawings,  opinions,  reports,
          surveys,  change orders,  designs or specifications by the indemnitee;
          or

     (b)  the giving or the failure to give  directions or  instructions  by the
          indemnitee,  or the agents or employees of the indemnitee,  where such
          giving or failure to give  directions or  instructions  is the primary
          cause of bodily injury to persons or damage to property.

30.14.  Exhibits.  The  following  Exhibits  are  attached to this Lease and are
     incorporated herein by reference:

Exhibit A    =   Premises/Site Plan
Exhibit B    =   Additional Parking Area
Exhibit C    =   Sign Criteria
Exhibit D    =   Certification of Tenant's Insurance
Exhibit E1   =   Overall Floor Plan of the Building
Exhibit E2   =   Clarifications to the Approved Building Plan Set
Exhibit E3   =   List of the Approved Building Plan Set

31.  Construction  of  Improvements.   Landlord  agrees  to  construct   certain
     improvements to the Premises as herein provided.  Attached to this Lease is
     the Overall Floor Plan of the Building  (Exhibit "E1"), the  Clarifications
     to the Approved  Building Plan Set (Exhibit  "E2") and List of the Approved
     Building Plan Set (Exhibit  "E3") which  consists of Sheet A1.1 prepared by
     Alvidrez  and  Associates  dated  April 13,  2000 and  sheets  MP-1 and E-1
     through E-3 dated April 10,  2000 and  demolition  plans MP-1 and E-1 dated
     April 1988 (reflecting  demolition  only) prepared by Mustang  Mechanical &
     Electrical  and have been  approved  by  Tenant,  all of which  are  herein
     collectively  referred to as the "Approved  Landlord's Work Plans." As soon
     as practical after execution of this Lease,  the Landlord,  at its cost and
     expense,  agrees to undertake  construction  of  improvements in and to the
     Premises in accordance  with the Approved  Landlord's  Work Plans  attached
     hereto  (the  "Landlord's  Work")  and to  complete  the same in a good and
     workmanlike  manner in compliance  with all applicable laws in place at the
     time of issuance of the building permit and in substantial  accordance with
     such  Approved   Landlord's   Work  Plans,   free  of  any  mechanic's  and
     materialman's liens relating to Landlord's Work which could impair Tenant's
     right to possession.  In no event will Landlord's Work include,  and Tenant
     will be responsible  for: (i) any items  designed on the Approved  Landlord
     Work Plans as  "Tenant's  Work" or "to be  provided  by Tenant" or words to
     that effect or (ii)  without  limitation,  any of the  following:  security
     system, fire extinguishers,  generators,  computers, fixtures, furnishings,
     furniture, vending machines, telephone systems and related wiring, computer
     cabling and wiring.

31.1.Tenant's  Work.   Following  Landlord's   Substantial   Completion  of  the
     Landlord's  Work,  Tenant,  at its cost and  expense,  agrees to  undertake
     construction  of improvements in and to the Leased Premises as set forth in
     the Approved  Tenant Plans (as defined below) (herein the "Tenant's  Work")
     to complete the same in a good and  workmanlike  manner in compliance  with
     Approved Tenant Plans and all applicable  regulations of Federal, State and
     local governmental  bodies. Prior to commencement of the Tenant's Work, the
     Tenant  will  deliver  to the  Landlord  plans and  specifications  for the
     Tenant's  Work.  The  Landlord  will have the right to promptly  approve or
     disapprove  the  same by  written  notice  to the  Tenant,  specifying  the
     corrective  action required in the case of any  disapproval.  Landlord will
     not  unreasonably  withhold,  condition  or delay its consent to such plans
     provided they do not create a Design  Problem.  If Landlord  disapproves of
     any such  items,  Tenant  will  revise  the  plans and  specifications  and
     resubmit to Landlord and this process will be repeated  until the plans and
     specifications for the Tenant's Work are approved by Landlord and Tenant at
     which point such plans will be referred to as the "Approved  Tenant Plans."
     As used herein a "Design  Problem" shall mean: (i) an adverse effect on the
     structural integrity of the Building;  (ii) possible damage to the building
     systems;  and (iii)  noncompliance  with applicable codes,  rules, laws and
     regulations.  No approval by Landlord of the Plans and  specifications  for
     Tenant's  Work shall  relieve  Tenant of its  obligations  hereunder  or be
     deemed a warranty by Landlord with respect thereto.

31.2.Completion of Landlord's  Work.  Landlord  agrees that the Landlord's  Work
     will,  subject to Tenant Delays as described below and Force Majeure Events
     as described in Section  30.11,  be  substantially  completed in accordance
     with  Approved  Landlord's  Work Plans on or before June 23, 2000  ("Target
     Completion   Date").   As  used  herein,   "Substantially   Complete"   and
     "Substantial  Completion"  shall mean  completion of Landlord's Work to the
     point where in the reasonable opinion of Landlord's architect,  the work is
     complete in accordance with the Approved Landlord's Work Plans to the point
     where Tenant may commence Tenant's Work except for punchlist items which do
     not materially  interfere with or prevent  Tenant's Work,  which  punchlist
     items shall be promptly and  diligently  completed  by  Landlord.  Tenant's
     contractor  (and its various  subcontractors)  may enter upon the  Premises
     prior to the June 23,  2000  provided  that they work in  harmony  with the
     Landlord's contractor and do not cause the Landlord's contractor any delays
     or interfere  with  necessary  inspections.  During any such entry prior to
     June 23, 2000, Tenant shall maintain insurance in amounts not less than and
     of the type  required of Tenant as  specified  in section 14 of this Lease,
     such  insurance  shall name Landlord as an additional  insured.  . Tenant's
     acceptance of occupancy from Landlord shall  constitute  acknowledgment  by
     Tenant that the Premises are then in the condition  called for in the Lease
     and that Landlord has satisfactorily completed Landlord's work hereunder.

     As used  herein,  "Tenant  Delay" shall mean any delay in  Landlord's  Work
caused by Tenant or its  contractors,  agents or  employees,  including  without
limitation:  (i) any failure to respond to items submitted for Tenant's approval
within the time limit specified by Landlord or, if no time limits are specified,
within * (*)  business  days;  (ii) any  changes to  Landlord's  Work  caused by
Tenant's  design of the Tenant's Work; or (iii) any failure of Tenant to pay any
amounts due hereunder when due or to otherwise  perform as herein required.  The
Target Completion Date and Outside  Completion Date will be extended one (1) day
for each day or partial day of Tenant Delay or Force Majeure Event.

31.3.Failure to  Complete.  Landlord  shall not be liable in damages  and Tenant
     may not  terminate  this Lease or pursue any remedies  against  Landlord if
     Landlord  fails to achieve  Substantial  Completion on or before the Target
     Completion  Date.  If,  however,  Landlord  fails  to  achieve  Substantial
     Completion  of  Landlord's  Work for any reason  other than Tenant Delay or
     delay caused by Force Majeure  Event on or before * (*) days  following the
     issuance  of a  building  permit  for the  Premises  (herein  the  "Outside
     Completion  Date"),  then Tenant may, as its sole and exclusive  remedy for
     such  delay,  delay the Rent  Commencement  Date for * (*) day for each day
     after the  Outside  Completion  Date  that  Substantial  Completion  is not
     achieved.  If the failure to complete is caused by Tenant Delay,  Base Rent
     and other sums shall  commence not later than June 15, 2000,  regardless of
     whether the Landlord's Work is Substantially Complete.

31.4.Substitutions  and Change  Orders.  Tenant  agrees  that when the  Approved
     Landlord's  Work  Plans  designate  a  particular  brand  of  materials  or
     equipment, Landlord may substitute a different brand of substantially equal
     quality  (as  determined  by  Landlord's  architect)  as  availability  may
     dictate.  Tenant  will have no right to  require  changes  to the  Approved
     Landlord's Work Plans without  Landlord's  consent,  which consent Landlord
     may  withhold  pending  (i)  Tenant's  payment  for  any  costs  associated
     therewith and (ii) Tenant's  agreement for an extension of time to complete
     Landlord's  Work. In no event will Landlord be obligated to reduce the Base
     Rent because of any savings achieved by a change.

32.  Renewal Option.

     (a)  Provided that as of the time of the giving of the Extension Notice and
          on the  Commencement  Date of the  Renewal  Term,  no event of default
          exists then Tenant shall have the right to extend the Lease Term for *
          (*)  additional  term  of *  (*)  years  (hereinafter"Renewal  Term"),
          commencing on the day following the  expiration of the Initial Term as
          applicable  (hereinafter  referred to as the "Commencement Date of the
          Renewal Term").  Tenant shall give Landlord notice (hereinafter called
          the "Extension  Notice") of its election to extend the Term at least *
          (*) months prior to the scheduled  expiration  date of the  applicable
          Term.

     (b)  Base Rent during the Renewal  Term will be the greater of (i) * (*) of
          the then Market Rental Rate for  comparable  space,  improvements  and
          parking as determined  pursuant to Section 32(d) or (ii) $* per square
          foot.

     (c)  Except for the Base Rent as determined  above,  Tenant's  occupancy of
          the  Premises  during the Renewal  Term shall be on the same terms and
          conditions as are in effect immediately prior to the expiration of the
          expiring Term, provided,  however,  Tenant shall have no further right
          to any  allowances,  credits or  abatements  relating  to  inducements
          regarding  the Initial Term and the Right of First  Refusal  shall not
          apply. If Tenant does not give the Extension  Notice within the period
          set forth in  Section  (a) above,  Tenant's  right to extend the Lease
          Term shall automatically  terminate.  Time is of the essence as to the
          giving of the Extension  Notice.  Landlord shall have no obligation to
          refurbish or otherwise  improve the Premises for the Renewal Term. The
          Premises  shall be  tendered on the  Commencement  Date of the Renewal
          Term in "AS IS"  condition.  If the Lease is extended  for the Renewal
          Term,  then  Landlord  shall  prepare  and  Tenant  shall  execute  an
          amendment to the Lease  confirming the extension of the Lease Term and
          the other provisions applicable thereto (the "Amendments").  If Tenant
          exercises  its right to extend  the term of the Lease for the  Renewal
          Term pursuant to this  Addendum,  the term "Lease Term" as used in the
          Lease shall be  construed  to  include,  the  Renewal  Term.  Tenant's
          Extension Notice is irrevocable once given.

     (d)  Calculation  of Market  Rental Rate by Agreement.  The "Market  Rental
          Rate" as herein so called shall be  determined  (i) by mutual  written
          agreement  reached between Landlord and Tenant on or before * (*) days
          after Tenant  shall have  provided the  Extension  Notice,  or (ii) if
          Landlord  or  Tenant  cannot  so  mutually  agree  on  or  before  the
          expiration of such *-day period,  by means of the appraisal  procedure
          set forth below.

          (i)  Appraiser.  If  Landlord  and Tenant  cannot  agree on the Market
               Rental Rate within such *-day period,  Landlord and Tenant shall,
               within * (*) days after the  expiration  of the  above-referenced
               *-day  period,  attempt to agree in writing on an appraiser  (who
               shall in all events be a member of the American Institute of Real
               Estate Appraisers with at least * (*) years experience appraising
               properties of the same type as the Premises in the area where the
               Premises  is  located  (the  "Appraiser  Qualifications"),   such
               appraiser,  an "MAI Lease  Appraiser").  If  Landlord  and Tenant
               agree on an  appraiser  within the  required  period,  the Market
               Rental Rate shall be determined by such single  appraiser  (which
               appraiser shall render its appraisal  within * (*) days after its
               appointment).

          (ii) Appointment of Appraisers.  In the event that Landlord and Tenant
               cannot so mutually agree on an appraiser within the required time
               period,  the Market Value shall be determined by two  appraisers,
               one  appointed by Tenant and one  appointed by Landlord,  each of
               which shall  satisfy  the  Appraiser  Qualifications  and each of
               which shall be appointed  within * (*) days after the  expiration
               of the time period set forth in Section 34.2 above.  In the event
               that  Landlord or Tenant fails to so appoint an appraiser  within
               such time  period,  the other  party  hereto  shall,  upon  prior
               written notice to the other party,  appoint the second  appraiser
               on behalf of such party.

          (iii)Delivery of  Appraisals.  The  appraisals of these two appraisers
               must be completed  and  submitted to Landlord and Tenant within *
               (*) days after their appointment.

          (iv) Averaging  of  Appraisals  - Selection  of Third  Appraiser.  The
               appraisals of these two appraisers shall be averaged to determine
               the Market Value, unless the higher of the two appraisals exceeds
               the  lesser  by * (*) or  more,  in  which  case  the  first  two
               appraisers  shall  appoint  a third  appraiser  within * (*) days
               after the  submission of the first two  appraisals.  If the first
               two  appraisers  are unable to agree  within such period upon the
               third  appraiser,  they shall give  immediate  written  notice to
               Landlord  and Tenant of such  failure to agree,  and, if Landlord
               and  Tenant  fail to  agree  upon  the  selection  of such  third
               appraiser  within * (*) days after the two appraisers give notice
               as aforesaid, then, within * (*) days thereafter, either Landlord
               or Tenant, upon notice to the other, may request such appointment
               by  the  American  Arbitration   Association  (or  any  successor
               organization thereto), or, in the event of the absence,  refusal,
               failure or inability to act of such organization, may apply for a
               court  appointment of such appraiser (which third appraiser shall
               in all events satisfy the Appraiser Qualifications).

          (v)  Delivery of Third  Appraisal.  The third appraiser shall have the
               right to  participate in all meetings of the first two appraisers
               following  its  appointment  and  shall  receive  copies  of  all
               reports,  memoranda  and other  materials  exchanged  between the
               first two  appraisers.  The third  appraiser  shall  conduct such
               hearings and  investigations as it may deem appropriate and shall
               render its  appraisal  within * (*) days  after its  appointment.
               Upon  submission of the appraisal  report of the third  appraiser
               (which  appraisal  report  shall be  submitted  to  Landlord  and
               Tenant),  the two  appraisals  closest  to each  other  shall  be
               averaged and such average shall be the Market Value.

          (vi) Cost and Scope of Appraisals. Tenant and Landlord in equal shares
               shall bear all costs incurred by any appraiser  whether appointed
               by Landlord or Tenant. All appraisal reports shall be in writing.
               In rendering their  respective  appraisals,  the appraisers shall
               not add to,  subtract from or otherwise  modify the provisions of
               this Section.

          (vii)Appraisals  Conclusive.  The determination of the appraisers,  as
               aforesaid, shall be conclusive and binding upon both Landlord and
               Tenant.

33.  Right of First  Refusal.  Provided no Event of Default then exists,  Tenant
     shall have a right of first  refusal to lease the space within the Building
     adjacent to the  Premises at the same lease price  offered by any bona fide
     third party  offer  received  by  Landlord  during the Initial  Term of the
     Lease,  which  offer  Landlord  desires  to  accept.  If Tenant  desires to
     exercise such right, it must do so by written notice to Landlord ("Election
     Notice")  within * (*)  business  days  after  Landlord's  notice to Tenant
     setting  forth the exact terms of the third party offer  ("Offer  Notice").
     Tenant  will  within  * (*)  days of  delivery  from  Landlord  execute  an
     amendment  to this  Lease to include  the  additional  space  which was the
     subject of such third party  offer in the  "Premises",  to adjust  Tenant's
     Share and to make such other  modifications to this Lease as Landlord deems
     reasonably  necessary to be effective upon the later of (i) the date of the
     amendment or (ii) substantial  completion of any finish work as required by
     such third party offer if relevant to Tenant's business.

     This Right of First Refusal shall not apply to space in the Building  which
does not immediately  abut the Premises.  Moreover,  this Right of First Refusal
does not apply to space in any new building constructed adjacent to the Premises
or in the  existing  building  adjacent to the  Premises.  If Tenant does not so
exercise its option to lease the  adjacent  space,  this Right of First  Refusal
shall not survive a lease to said third party  offeree.  No broker's  commission
shall  be owed in  connection  with  the  lease by  Tenant  of any  space in the
Building pursuant to the Right of First Refusal.

     This right is personal to Tenant and may not be assigned separate from this
Lease.

     If Tenant  provides  the  Election  Notice as herein  provided and fails to
execute the Amendment,  then: (i) Tenant will be in breach hereunder;  (ii) this
Right of First  Refusal shall expire,  and not apply to any future  leases;  and
(iii) the ability to terminate the Lease as provided in Section 34 shall, if not
already terminated, expire. If Tenant elects not to exercise this Right of First
Refusal,  Tenant shall provide such reasonable assurances of same as Landlord or
said third party offeree may require.

34.  Early Termination.

     Provided  Tenant is not in default  hereunder,  it shall have the option of
terminating  this Lease ("The Option") during the primary term. The Option shall
be effective  after the end of the * (*) month  following the Rent  Commencement
Date. To exercise The Option,  Tenant must provide  written  notice to Landlord,
the  ("Termination  Notice")  anytime  after the * (*) month  following the Rent
Commencement Date. The Termination Notice shall specify a date which shall be no
less  than * (*)  months  following  the  date  of the  Termination  Notice  the
("Termination  Date").  As  consideration  for The  Option,  Tenant  shall pay a
termination fee to Landlord the  ("Termination  Fee"),  which fee must accompany
the  Termination  Notice,  in the  applicable  amount set forth on  Exhibit  "E"
attached  hereto.  The  Termination  Fee shall be determined by calculating  the
number  of  complete   months  elapsed  in  the  Lease  Term  between  the  Rent
Commencement Date and the Termination Date and using the applicable  Termination
Fee shown on Exhibit "E".

     All payments due under this Lease for the  remaining * (*) months after the
Termination  Notice  will be paid  when  due and all  provisions  regarding  the
surrender  of  the  Premises  shall  apply.   Once  exercised,   The  Option  is
irrevocable.

35.  Exclusivity.

     Provided  (i) Tenant is  operating  in the Premises for the Use provided in
Section 1, (ii) is not in default  hereunder and (iii)  Landlord is the owner of
the buildings currently  municipally  numbered as 1630 and 1680 Hickory Loop (if
any), Landlord agrees not to lease space in such buildings for use as a customer
service/call center, without the prior written consent of Tenant.

36.  Landlord's Warranties.

36.1 Compliance  with  Laws.  Landlord  warrants  to  Tenant  that the  Premises
     (excluding,  any  improvements  or alterations  performed by Tenant) in the
     state existing on the date that this Lease commences, but without regard to
     the use for which  Tenant  will occupy the  Premises,  does not violate any
     covenants or  restrictions  of record,  or any  applicable  building  code,
     regulation  or ordinance in effect on the date upon which Lease  commences.
     In the event that it is determined  that this  warranty has been  violated,
     then it shall be the  obligation  of Landlord,  after  written  notice from
     Tenant, to promptly, at Landlord's sole cost and expense,  rectify any such
     violation.  In the event Tenant does not give to Landlord written notice of
     the  violation  of this  warranty  within one year from the date upon which
     this  Lease  commences,  the  correction  of same  shall no  longer  be the
     obligation  of  Landlord.  Landlord  shall  comply with and shall cause the
     Building  throughout the Term of this Lease,  to be in compliance  with all
     applicable  Laws  (as  herinafter   defined).   Landlord  shall  be  solely
     responsible  for all changes to the Project  (excluding the interior of the
     Premises)  required to comply with all Laws, except for changes required to
     comply with Laws which are due solely to Tenant's occupancy,  use or manner
     of use of the  Project.  As used  herein,  "Laws"  shall mean all  federal,
     state,  county  and  local  laws,  statutes,   codes,  ordinances,   rules,
     regulations,  decrees,  orders and other such requirements now or hereafter
     imposed, including, but not limited to, the Americans with Disabilities Act
     and any and all Environmental Laws.

36.2 No  Latent Defects Landlord  warrants  to Tenant  that  there are no latent
     defects in the Premises.  If such latent  defects are discovered by Tenant,
     Tenant shall provide immediate written notice to Landlord of same and shall
     allow  Landlord a period of * (*) days to correct  such  latent  defects or
     initiate  actions  to correct  such  latent  defects if the same  cannot be
     reasonably  completed  within * (*) days. In the event Tenant does not give
     Landlord  written notice of latents defects within * (*) days from the date
     upon  which  this  Lease  commences,  Landlord  shall  no  longer  have the
     obligation to correct the same.

36.3 Hazardous Materials. Landlord to the best of Landlord's knowledge and after
     reasonable  inquiry,  hereby  represents  to Tenant that, as of the date of
     this Lease,  no Hazardous  Materials are located in, on, under or about the
     Premises  and  that  the  Premises  is not  currently  and has not been the
     subject of any investigation or remedial action imposed by federal state or
     local  regulatory   authorities  with  jurisdiction   concerning  Hazardous
     Materials.

     IN WITNESS  WHEREOF,  Landlord  and Tenant have signed this Lease as of the
day and year first above written.

                                       LANDLORD:

                                       Mesilla Valley Business Park, LLC

                                       BY:      Mesita Investors, L.L.C.
                                       ITS:     General Partner
                                       BY:      Meyer Marcus
                                       ITS:     Manager

                                       ADDRESS: 6500 Montana Avenue
                                                El Paso, Texas 79925

                                       TENANT:

                                       Frontier Airlines, Inc., A Colorado
                                       Corporation

                                       BY:     _________________________
                                       ITS:    _________________________


                                       ADDRESS: 12015 East 46th Avenue
                                                Denver, Colorado  80239
                                       Phone Number:     ___________________
                                       Fax Number:       ___________________


<PAGE>






             RULES AND REGULATIONS FOR MESILLA VALLEY BUSINESS PARK

(a)  Tenant shall not place or maintain  any  merchandise,  vending  machines or
     other  articles in any  vestibule  or entry of the  Premises or outside the
     Premises;

(b)  Tenant shall store  garbage,  trash,  rubbish and other refuse in rat-proof
     and insect-proof  containers  inside the Premises or at such other location
     as  directed by  Landlord.  Tenant  shall  remove the same  frequently  and
     regularly,  subject to the  direction of Landlord by such means and methods
     and at such times and  intervals  as are  designated  by  Landlord,  all at
     Tenant's cost;

(c)  Tenant shall not permit any audible sound system or  objectionable  visible
     advertising medium outside the Premises;

(d)  Tenant shall keep all mechanical equipment free of vibration and noise, and
     in good working order and condition;

(e)  Tenant  shall not  commit or permit  waste or a nuisance  on the  Premises,
     including,  without limitation,  any noxious,  toxic or corrosive emissions
     from the  Premises or the placing of any upon the  Premises,  and shall not
     permit or cause odors to emanate or be dispelled from the Premises;

(f)  Tenant  shall  not  solicit  business  in the  Common  Area nor  distribute
     advertising matter in or upon the Common Area;

(g)  Tenant shall not permit the loading or unloading or the parking or standing
     of delivery vehicles outside any area designated  therefor,  nor permit any
     use of vehicles which will interfere with the use of the Common Area in the
     Project nor permit its employees to park anywhere in the Project other than
     those areas designated from time to time by Landlord as "Additional Parking
     Area";

(h)  Tenant shall not place a load on any floor in the Project which exceeds the
     floor load per square foot which such floor was designed to carry;

(i)  Subject to the rights  granted to Tenant in the Lease,  Landlord shall have
     the exclusive  right to use all or part of the roof, side and rear walls of
     the Premises for any purpose,  including but not limited to erecting  signs
     or  other  structures  on or over  all or any  part of the  same,  erecting
     scaffolds and other aids to the  construction and installation of the same,
     and installing,  maintaining, using, repairing, and replacing pipes, ducts,
     conduits  and wires  leading  through,  to or from the Premises and serving
     other parts of the Project in locations  which do not materially  interfere
     with Tenant's use of the Premises;

(j)  Subject to the rights to Tenant in the  Lease,  Tenant  shall have no right
     whatsoever to the exterior walls or the roof of the Premises or any portion
     of the Project outside the Premises,  except as otherwise  provided in this
     Lease; and

(k)  Tenant shall make no use of the  Premises or the Project  which would cause
     the premiums on the insurance carried by Landlord,  if any, to be increased
     or which would cause such insurance to be canceled.