Exhibit 10.12

HERCULES DEVELOPMENT GROUP, INC.
2121 30th Street
Boulder, Colorado  80301
Phone (303) 449-3434
Fax (303) 449-3555




                          PROPERTY MANAGEMENT AGREEMENT


In consideration of the covenants herein contained, Jeff Lee and N/A
(hereinafter called "Owner"), and Hercules Development Group, Inc., or its
assignee (hereinafter called "Agent"), agree as follows:

The Owner hereby represents to the Agent that the Owner holds legal title to the
following described property hereinafter called the "Premises." In the event the
legal  Owner is unable  to sign this  Property  Management  Agreement  the legal
representative  of the  Owner may sign on the  Owner's  behalf  after  producing
proper documentation.

EXCLUSIVE MANAGEMENT: The Owner hereby employs the Agent to rent, lease, operate
and manage the property known as:

PROPERTY ADDRESS 1625 Larimer Street, Unit #3108
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LEGAL DESCRIPTION
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CITY Denver                             STATE Colorado              ZIP 80209
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Upon the terms and conditions herein set forth, for the term of 1 year beginning
on the 1st day of January, 2000, and ending on the 31st day of December, 2000,
and thereafter for the periods which are automatically renewed identical to the
original period. Either party has the right to cancel this Agreement by giving
the other party 30 days written notice of intention to do so. In the event the
Owner terminates this Agreement the Agent shall be entitled to compensation at a
rate of five (5%) per cent of the rents on leases put into effect during the
term of this Agreement, with said compensation to be paid prior to the
termination of this Agreement.

MANAGEMENT ACCEPTANCE: The Agent accepts the employment and agrees to manage the
Premises for the period and upon the terms herein provided and agrees to furnish
services for renting, leasing, operating and managing the premises. To render
monthly statements of receipts not later than the last day of the month in which
the rent is collected. Statements and/or checks shall be sent to the name and
address below:

<PAGE>


NAME Jeff Lee
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ADDRESS 2230 Dexter Street
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CITY Denver                             STATE Colorado              ZIP 80207
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TELEPHONE (303) 321-1211
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THE OWNER AGREES: To give the Agent the following authority that may be
exercised in the name of the Owner and the expense thereof assumed by the Owner.
The Agent may advertise the premises for rent, display signs for rent,
investigate references of prospective tenants, sign leases for the terms not in
excess of one (1) year, renew or cancel existing leases and prepare new leases.
The Agent may, when in the best judgment of the Agent, terminate tenancies and
sign and serve such notices as are deemed necessary, select an attorney of the
Agent's choice to institute legal proceedings to recover possession of the
premises or recover monies owed to the Owner. When deemed expedient by the
Agent, the Agent may release suits or actions, settle with the Tenant,
compromise, or reinstate tenancies. ANY EXPENSE OF LITIGATION THAT IS NOT
RECOVERED FROM THE TENANT BECOMES AN OWNER EXPENSE TO BE PAID BY THE OWNER.

In the event that the Agent advances monies on behalf of the Owner's account, or
the Owner is indebted to the Agent for any reasons arising out of this
Agreement, the Owner agrees to promptly pay upon demand such indebtedness to the
Agent. Any such indebtedness not paid within twenty (20) days after notice shall
be charged interest at the maximum rate permitted by law and shall constitute
lien rights upon the property for services, materials and management fees.

RENTAL AUTHORIZATION: The Owner authorizes the Agent to rent the premises at a
monthly rate of $1,050.00 for not less than six (6) months. If the desired
monthly rental rate cannot be achieved the Agent is authorized to lower the
monthly rental rate to $______. Pets (yes) (no), if yes describe No .

UTILITIES: All gas, electric, and telephone charges incurred by the Tenant are
Tenant expenses. Water is paid by the Owner. Nominal charges are made by Public
Service to transfer service back into the Owner's name after a Tenant vacates.
This is an Owner Expense.

ASSOCIATION DUES: Any Association dues and/or Special Assessments are an Owner
expense to be paid by the Owner.

INSURANCE: The Owner agrees to insure the Premises, at Owner's expense,
according to the recommended guidelines of the insurance industry. Liability
insurance will be carried adequate to protect both the Owner and the Agent and
will name the Agent as co-insured.

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<PAGE>


STATUTES & COVENANTS: If the Owner refuses to comply with any Federal, State,
County, Municipal, or other governmental Statute or Association Covenant, the
Agent, upon giving written notice to the Owner, may terminate this agreement
within seven (7) days.

TRANSFERS: It is agreed that premature vacating of the Premises by the Tenant
does not constitute a liability to the Tenant in the event of military transfer,
corporate transfer, or military or corporate discharge.

REPAIRS & CLEAN-UP: The Agent is granted full power and authority by the Owner
to contract for any repairs or clean-up (costs not to exceed Three Hundred
Dollars ($300.00) per item) which in the judgement of the Agent is necessary to
maintain the premises in rentable condition. The costs of such clean-up or
repair shall be paid out of the Owner's funds. This amount may be exceeded in
the event an emergency exists that requires immediate action to protect the
Premises or to maintain services to Tenants as called for in the lease.

EMPLOYEES: The Agent is authorized to hire, discharge and supervise employees
and labor required for the maintenance of the Premises. It is agreed that
employees shall be deemed the employees of the Owner and not of the Agent. The
Agent shall not be held liable for the acts of employees so long as reasonable
care has been exercised in their appointment and retention.

SECURITY DEPOSITS: The Agent shall have exclusive control of security deposits
and pet deposits and shall have the right to keep said deposits in an interest
bearing trust account with accrued interest paid to the Agent to offset costs of
bookkeeping and account operating expenses. Security deposits shall be returned
to the Tenant upon vacation of the premises, at the discretion of the Agent, and
after the Agent determines if any monies are to be retained due to outstanding
Tenant debts or damage to the premises, normal wear and tear expected. Monies
retained from the Tenant will be credited to the Owner's funds.

ADVERTISING COSTS: In the event it becomes necessary to pay for advertising to
obtain a Tenant, such costs are paid for from the Owner's funds.

AGENT COMPENSATION: A Tenant procurement fee of fifty per cent (50%) of the
first month's rent shall be charged for the acquisition of each new Tenant. This
fee is not charged when re-leasing to an existing Tenant. The management fee is
five per cent (5%) of the monthly rent after the first month. No fee is charged
when the premises are vacant. The minimum monthly management fee is fifty
dollars ($50.00) per property when the Premises are occupied.

LATE CHARGES AND RETURNED CHECK CHARGES: Due to the extra effort and time
required in collecting late rent and processing returned checks the Agent will
retain any monies charged to the Tenant for these purposes.

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<PAGE>


SAVE HARMLESS: The Owner agrees to save the Agent harmless from all suits in
connection with the management of the herein described property and from
liability form injury suffered by any employee or other person. The Agent shall
not be personally liable for any acts it may do in good faith and exercising its
best judgement. The Owner agrees to promptly defend any action, proceeding,
charge or prosecution instituted against the Agent or the Agent and Owner
jointly related to this agreement.

IT IS HEREBY AGREED THAT THE AGENT IS NOT REQUIRED TO ADVANCE ANY OF ITS OWN
FUNDS FOR MANAGEMENT OF THE HEREIN MENTIONED PROPERTY.

ADDITIONAL TERMS AND CONDITIONS
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    THIS IS A LEGAL DOCUMENT. IF NOT FULLY UNDERSTOOD CONSULT YOUR ATTORNEY.

This Agreement shall be binding upon the successors and assigns of the Agent,
and upon the heirs, administrators, executors, successors and assigns of the
Owner.

IN WITNESS WHEREOF the parties hereto have affixed or caused to be affixed their
respective signatures this 2nd day of December, 1999.

                                        HERCULES DEVELOPMENT GROUP, INC.


/s/ Jeff Lee                            By: /s/ J. Peter Garthwaite
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   Owner                                                Agent


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   Owner


Social Security Number or Federal I.D. Number ###-##-####
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Owner's FWD Address:       2230 Dexter Street
                           -----------------------------------------------------
                           Denver, Colorado 80207

Owner's Telephone Number:  (303) 321-1211
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