<PAGE>

                                      INDEX

<TABLE>
<S>                                                                             <C>
ARTICLE I LEASED PREMISES........................................................1

ARTICLE II TERM..................................................................2

ARTICLE III USE..................................................................3

ARTICLE IV BASE RENT.............................................................4

ARTICLE V ADDITIONAL RENT........................................................4

ARTICLE VI SERVICES BY LESSOR....................................................5

ARTICLE VII PEACEFUL ENJOYMENT ..................................................6

ARTICLE VIII SECURITY AND RENTAL DEPOSITS........................................6

ARTICLE IX BUSINESS AND OTHER TAXES..............................................7

ARTICLE X REPAIRS BY LESSOR......................................................8

ARTICLE XI REIMBURSEMENT OF LESSOR...............................................8

ARTICLE XII ASSIGNMENT AND SUBLETTING............................................8

ARTICLE XIII REPAIRS, ALTERATIONS, ADDITIONS, AND IMPROVEMENTS...................9

ARTICLE XIV LESSOR'S LIEN.......................................................10

ARTICLE XV ACCESS TO PREMISES ..................................................10

ARTICLE XVI PROTECTION OF EQUIPMENT ............................................11

ARTICLE XVII SALE BY LESSOR.....................................................11

ARTICLE XVIII WEIGHT OF MACHINERY AND EQUIPMENT ................................11

ARTICLE XIX FIRE AND DESTRUCTION OF PREMISES ...................................11

ARTICLE XX CONDEMNATION ........................................................12
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                                                                            <C>
ARTICLE XXI LIABILITY OF LESSOR.................................................13

ARTICLE XXII ATTORNEY'S FEES....................................................13

ARTICLE XXIII DEFAULT BY LESSEE.................................................13

ARTICLE XXIV WAIVER.............................................................16

ARTICLE XXV CONSENT BY LESSOR...................................................17

ARTICLE XXVI INSURANCE  ........................................................17

ARTICLE XXVII HOLD HARMLESS ....................................................18

ARTICLE XXVIII LESSOR'S RESERVED RIGHTS.........................................19

ARTICLE XXIX ADDITIONAL PROVISIONS..............................................19

EXHIBIT A FLOOR PLAN ...........................................................25

EXHIBIT B WORK LETTER...........................................................26

EXHIBIT C RULES AND REGULATIONS ................................................27

EXHIBIT D PARKING...............................................................30

EXHIBIT E REAL ESTATE BROKER ...................................................31

EXHIBIT F EXTERIOR SIGNAGE......................................................32

EXHIBIT G OPTION TO RENEW.......................................................33

</TABLE>

                                       2
<PAGE>

                                      LEASE

     This lease agreement, made and entered into on the ____ day of June
2000, between SanTom Holdings, Limited Liability Company, hereinafter
referred to as "LESSOR" and College Bound Student Alliance, Inc., a Colorado
Corporation, hereinafter referred to as "LESSEE".

                                    ARTICLE I
                                 LEASED PREMISES

     1.01 Subject to and upon the terms, provisions and conditions hereinafter
set forth, and each in consideration of the duties, covenants and obligations of
the other hereunder, Lessor does hereby lease, demise and let to Lessee and
Lessee does hereby lease from Lessor that portion of the property (hereinafter
sometimes referred to as UNION BANK PLAZA or the "Building" located at 333 South
Allison Parkway, Lakewood, CO 80226 to wit:

                            Lot 1 and Lot 2, Block 1,
                        Belmar Plaza Subdivision Filing 1
                     County of Jefferson, State of Colorado

as reflected on the floor plan of such premises attached hereto and made a part
hereof as Exhibit "A", described as Suite 100(hereinafter referred to as the
"Leased Premises", "Demised Premises" or "Premises") together with certain
parking rights attached hereto and made a part hereof as Exhibit "D".

     1.02 The term "net rentable area" as used herein, shall refer to all areas
within the inside surface of the outer glass or finished column walls enclosing
the tenant-occupied portion of the floor and measured to the midpoint of the
walls separating other similar areas available for the use of all tenants on the
particular floor (hereinafter sometimes called "common areas"), but including a
proportionate part of said common areas located on such floor based on the ratio
that the net rentable area bears to the aggregate net rentable area on such
floor. No deductions from net rentable area are made for columns or projections
necessary to the Building. The net rentable area in the Leased Premises has been
calculated on the basis of the foregoing definition to contain:

     Suite 100: approximately 5,418 square feet of useable area and 6,136 square
feet of rentable area.

     1.03 Lessor shall deliver the Premises according to the Schedule and Work
Letter attached as Exhibit B.


                                       1
<PAGE>

                                   ARTICLE II
                                      TERM

     2.01 The lease shall be for a term of five years from August 1, 2000, the
commencement date to and including July 31, 2005, unless sooner terminated
pursuant to this Lease.

     If, as a result of the postponement or acceleration of the commencement
date, the commencement date falls on other than the first day of the month, rent
for any initial portion of the month and the final month of the term shall be
appropriately prorated.

     2.02 If Lessor, for any reason whatsoever, cannot deliver possession of the
Leased Premises to Lessee at the commencement of the term hereof, this Lease
shall not be void or voidable, nor shall Lessor be liable to Lessee for any loss
or damage resulting therefrom, but in that event the term of the Lease shall be
amended to commence on the date when the Lessor can deliver possession and the
expiration date shall be extended accordingly, unless possession cannot be
delivered within 60 days after the projected commencement date of the term for
reasons not within the control of Lessee, in which case Lessee shall have the
right to terminate this Lease upon written notice to Lessor without penalty to
either party. If permission is given to Lessee to occupy the premises prior to
the commencement date, such occupancy shall be subject to all of the provisions
of this Lease. The Parties hereto agree to execute and acknowledge a written
statement setting forth the date of commencement of this Lease and the
termination date, but this Lease shall not be affected in any manner should
either party fail or refuse to execute such statement.

     2.03 The Lessee, by taking possession of the premises shall be deemed to
have agreed that the premises are in satisfactory order, repair and condition,
except for latent defects and defects which are set forth in a written
communication received by Lessor within ten(10) days after Lessee's occupancy of
the Leased Premises, and Lessee shall provide Lessor, upon request, with a
written acknowledgement of acceptance.

     2.04 Should the Lessee remain in occupation of the premises after the
expiration of the Lease without having executed a new written Lease with the
Lessor, such holding over shall not constitute a renewal or extension of the
Lease.

In such event the Lessor may, at its option, elect or treat the Lessee as one
who has not renewed at the end of his term and the Lessor shall be entitled to
all remedies against the lessee provided by law in that situation, or the Lessor
may elect, at its option, to construe such holding over as a tenancy from month
to month, subject to all the terms and conditions of this Lease, except as to
its duration and as to the base rental which shall be 125% of the base rental in
effect at the expiration of the Lease.

                                       2
<PAGE>

     2.05 Rent shall be due and payable on the first day of each month, in
advance for the entire monthly period thereafter.


                                   ARTICLE III
                                       USE

     3.01 The Leased Premises are to be used and occupied by the Lessee for
general office purposes only. Lessee shall not use, or permit the premises or
any part thereof to be used, for any purpose or purposes other than the purposes
for which the premises are hereby leased. Lessee shall not commit or cause to be
committed, any public or private nuisance upon premises, or other act or thing
which may disturb the quiet enjoyment of any other tenant in the Building. The
normal use of the Premises for the purposes set forth herein shall not be deemed
a nuisance or a disturbance of any other tenant's quiet enjoyment of such
tenant's tenancy.

     3.02 Lessee shall not use the premises or permit anything to be done in or
about the premises which will in any way conflict with any law, statute,
ordinance, or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Lessee shall at its sole cost and expense
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements of any board of fire underwriters or other similar
body now or hereafter constituted relating to the condition, use or occupancy of
the premises, excluding structural changes not related to or affected by
Lessee's improvements or acts. If it is determined, at any time during the term
of this Lease, that the purposes for which the Lessee leased the Premises, as
set fourth in Article 3.01 above are illegal or conflict with any law, the
Lessee shall have the right to terminate this Lease.

     3.03 Lessee shall not place any holes in any part of premises or place any
exterior or interior signs or interior drapes, blinds, or similar items visible
from the outside of the premises without the prior written approval of Lessor,
excluding wall hangings, art, and other customary furnishings. Lessee shall be
required to maintain an attractive reception-entry area inside the main glass
entry door at all times consistent with the quality of the building and
adjoining first floor tenants. Lessor shall be the sole judge of whether Lessee
meets the requirements of an attractive reception-entry area.

     3.04 Lessee shall not permit any employees, visitors or invitees of the
Lessee to violate any covenant or obligation of the Lessee hereunder.

     In the event any subletting is permitted pursuant to Section 12.01, Lessee
shall not sublet space to any Sublessee whose operations shall do, bring or keep
anything in, or about the premises which, with respect to any insurance covering
the Building on any part thereof is prohibited by such insurance, would cause
the cancellation of said insurance or would increase the rate of said insurance.

                                       3
<PAGE>

     If the rate of said insurance is increased as a direct result of said
operations of Lessee and or Sublessee, Lessee shall reimburse Lessor for a sum
equal to the difference between the original premium and the increased premium.


                                   ARTICLE IV
                                    BASE RENT

     4.01 This Lease is made for and in consideration of a base rental of Five
Hundred, Ninety Four Thousand, Five Hundred Seventy-Eight and 40/100 US Dollars
($594,578.40) plus additional rent as provided herein, which rental the Lessee
binds and obligates itself to pay to the Lessor at its office or at such other
place or to such person as may be specified from time to time by Lessor, without
any demand for rent being necessary, and without any offset, deduction or
abatement in equal INITIAL consecutive MONTHLY installments of Nine Thousand,
Four Hundred and Fifty-Nine and 67/100 US Dollars ($9,459.67). Rent paid shall
be based on the initial base rate of $18.50 per rentable square foot based upon
the actual measurements defined by Landlord's architects and thereafter upon the
following schedule:

<TABLE>
<CAPTION>
          LEASE YEARS                  RATE       ANNUAL RENTAL     MONTHLY AMT.
          -----------                  ----       -------------     ------------
<S>       <C>                          <C>        <C>               <C>
          08/01/2000 to 07/31/2003     $18.50     $113,516          $9,459.67
          08/01/2003 to 07/31/2005     $20.70     $127,015.20       $10,584.60

</TABLE>

                                    ARTICLE V
                                 ADDITIONAL RENT

     5.01 Lessee is responsible to Lessor for Operating Expenses, defined
herein, in excess of the base year 2000 operating expenses. Should in any
calendar year period, beginning January 1, 2001, the actual Operating Expenses
of Lessor exceed the base year amount, then such difference shall be charged
directly to Lessee based upon the amount by which the total Building Operating
Expenses exceed the base year amount. Said monies shall be entitled "Additional
Rent" and shall be charged one month in advance and shall be charged on the
first day of such month in each year, together with the payment of Base Rental
described herein in 4.01. Building rentable square feet total 35,772. Lessee
occupies 6,136 rentable square feet. Lessee's pro-rata share is 17.153 percent.

     5.02 (a) The term "Operating Expenses" as utilized in this Lease
agreement shall include all costs of repairs, maintenance and replacement in
the operation of the Building and Common Areas, heating, air conditioning,
elevator, janitorial supplies, cleaning and other services, landscape
maintenance, parking area maintenance, general maintenance and repairs,
hazard and liability insurance, water, sewer, electricity, and other
utilities servicing the Building, and payment of ad valorem taxes assessed
upon the land and Building and on personal property used in the operation and
maintenance of the Building, Property Management, Legal and Accounting fees
that are incurred for the direct benefit of the property and the Lessee.

                                       4
<PAGE>

          (b) Prior to the commencement of each following calendar year, Lessor
shall estimate Lessee's expected increase, if any, in Operating Expenses over
the period, in equal monthly installments, in advance, on the first day of each
month during the calendar year.

In the event said estimate is delivered to Lessee after the first day of January
of such calendar year, said increase, so estimated shall be payable as
additional rent, in equal monthly installments, in advance, on the first day of
each month over the balance of such calendar year, with the number of
installments being equal to the number of full calendar months remaining in such
year. Upon completion of each calendar year during the term of this lease or any
renewal or extension thereof, Lessor shall cause its accountants to determine
the actual amount of the Operating Expenses paid in such calendar year and upon
request will deliver a written certification of the amounts thereof to Lessee
within sixty (60) days after the end of the calendar year.

If Lessee has underpaid its pro rata share of Operating Expenses for the year,
Lessee shall pay the balance of its share of same within (10) days after receipt
of such statement. If Lessee has overpaid its pro rata share of Operating
Expenses for such year, Lessor shall credit such excess against the most current
monthly installment or installments due Lessor for its estimate of Lessee's
share of Operating Expenses for the then current calendar lease year. Upon
reasonable notice to Lessor, Lessee shall have the right to review the Lessor's
books and records relating to the computation of additional rent pursuant to
this article and shall have the right to cause an audit to be made of such
computation at Lessee's expense. Any errors in such computation shall be
promptly corrected. The obligations of Lessee under the provisions of this
paragraph with respect to additional rent for the last year of the term of the
Lease shall survive the expiration or any sooner termination of the term of the
Lease. If at the end of the Lease, Lessee has overpaid it's pro-rata share of
operating expenses, Lessee will receive a refund of such overpaid amount.

          (c) Lessee shall be responsible to Lessor for extra heating and
cooling Operating Expenses arising from Lessee's use of the premises beyond the
normal hours of operation of the building defined in Paragraph 6.01 B. (1).


                                   ARTICLE VI
                               SERVICES BY LESSOR

     6.01 Lessor covenants and agrees with Lessee:

          A.   To furnish hot and cold water for lavatory and kitchen purposes
               and electric current for lighting for the Leased Premises,
               including any kitchen appliances and for ordinary office
               equipment, necessary for the conduct of business,

                                       5
<PAGE>

               provided that Lessee shall not use any electrical equipment which
               in Lessor's opinion will overload the wiring insulation or
               interfere with the use thereof by Lessor or any other tenant.

               An initial Schedule of Equipment provided by Lessee is attached
               herein and incorporated by reference hereto and is acceptable to
               Lessor.

          B.   To furnish Lessee, while occupying the premises:

          (1)  Air conditioning and heating for the demised area for use from
7:00 a.m. to 7:00 p.m. Monday through Friday and 7:00 a.m. to 1:00 p.m. on
Saturdays, excluding legal holidays. Lessor will furnish general day to day
janitorial service every business day, which shall generally include:

               (a)  Vacuuming
               (b)  Dusting and Polishing
               (c)  Emptying Waste Baskets
               (d)  Cleaning Ash Trays
               (e)  Other general cleaning activities as necessary for general
                    office use.

          (2)  Lessor reserves the right with three (3) days' notice to Lessee
or without notice in case of an emergency, to interrupt, suspend or stop the
supply of any utility or service for not more than twenty four hours at any one
time and not more than once in any six month period to make any necessary repair
or alteration to the Leased Premises or the Building, and no such action shall
be construed as an eviction, nor subject Lessor to any liability to Lessee.


                                   ARTICLE VII
                               PEACEFUL ENJOYMENT

     7.01 That Lessee shall, and may peacefully have, hold and enjoy the Leased
Premises and Lessor warrants and agrees to defend Lessee in peaceful possession
and quiet enjoyment, subject to the other terms hereof, provided that Lessee
pays the rental herein recited and performs all of Lessee's covenants and
agreements herein contained.


                                  ARTICLE VIII
                          SECURITY AND RENTAL DEPOSITS

     8.01 Lessee shall deposit with Lessor upon execution hereof the sum of
$28,379.00 US Dollars as security for Lessee's faithful performance of Lessee's
obligations hereunder. $9,459.67 shall represent base rent for the initial month
of the lease term, August 2000. $9,459.67 shall represent base rent for the
thirteenth month of the lease term, August 2001, and shall be applied

                                       6
<PAGE>

to same on August 1, 2001, unless Lessee shall sooner be in default. $9,459.66
shall represent a security and damage deposit to be held by Landlord in an non
interest bearing account for the entire term of the Lease. If Lessee fails to
pay rent or other charges due hereunder, or otherwise defaults with respect to
any provisions of this Lease, Lessor may without notice to Lessee use, apply or
retain all or any portion of said deposits for the payment of any rent or other
charge in default or for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.

If Lessor so uses or applies all or any portion of said deposits, Lessee shall
within ten (10) days after written demand therefor deposit cash with Lessor in
an amount sufficient to restore said deposit to the full amount hereinabove
stated. Lessor shall not be required to keep said deposit separate from its
general accounts or to pay interest on said deposit.

If Lessee performs all of Lessee's obligations hereunder, said deposit or so
much thereof as had not theretofore been applied by Lessor, shall be returned,
without payment of interest or other increment for its use, to Lessee (or, at
Lessor's option, to the last assignee, if any, of the Lessee's interest
hereunder) within sixty (60) days after the expiration or earlier termination of
the Lease.


                                   ARTICLE IX
                            BUSINESS AND OTHER TAXES

     9.01 The Lessee shall pay as and when due all taxes, rates, duties,
charges, assessments, fees, licenses or other similar rates and taxes which may
be levied or imposed upon the Lessee's goods, chattels, and equipment in the
Leased Premises or upon the business carried on therein, and also all other
rates and taxes which are or may be payable by the Lessee as occupant thereof.
If the mode of collecting such taxes be so altered as to make the Lessor liable
therefor instead of the Lessee, or if one account is rendered for such taxes
covering the whole Building wherein the Leased Premises are located, or a
portion thereof greater than that occupied by the Lessee, the Lessor will pay
such accounts and the Lessee will repay the Lessor as additional rent on demand
the amount of the benefit derived by the Lessee from such charge, or the
Lessee's proportional share of the total account rendered.

     9.02 Should the Lessee fail to pay when due any taxes, rates, duties,
charges, assessments, fees, licenses or other similar rates and taxes which it
is required or has herein covenanted to pay and which could constitute a lien,
charge or encumbrance upon the Lands, the Building or the Leased premises, the
Lessor, after the expiration of ten (10) days' notice to the Lessee within which
such default has not been cured, may pay all or any of the same unless the
Lessee's failure to pay such amount(s) are due to a good faith dispute as to the
Lessee's obligation to pay such amount(s), and all of such payments so made
shall constitute additional rent forthwith payable by the Lessee to the Lessor.

                                       7
<PAGE>


                                    ARTICLE X
                                REPAIRS BY LESSOR

     10.1 Lessor's sole obligation to make repairs shall be to keep in good
order, condition and repair the structural portions of the Building and those
portions of the Building which are not occupied or leased by any tenant.
Provided, however, that Lessor shall not have such obligation if the repair is
required as a result of any negligent or intentional act or omission of the
Lessee, its agents, employees, representatives, customers or invitees, in which
event the Lessee shall repair the damage at its sole expense.

The Lessor shall have the duty to repair any defect in the Premises that is
not the fault of Lessee. Any repairs made by Lessor pursuant to this Section
shall be Operating Expenses as defined in Article V.


                                   ARTICLE XI
                             REIMBURSEMENT OF LESSOR

     11.01 Lessee agrees at its own cost and expense to reimburse Lessor for any
damage or injury done to the Building, or any part thereof, by Lessee or
Lessee's agents, employees, invitees or visitors except for ordinary wear and
tear in light of the purposes for which the Premises are Leased.


                                   ARTICLE XII
                            ASSIGNMENT AND SUBLETTING

     12.01 The Lessee covenants and agrees not to assign, sublet, license or
grant a concession or part with possession of the Leased Premises without first
obtaining the prior written consent of the Lessor, which shall not be
unreasonably withheld or delayed without specific cause.

     12.02 In the event of any permitted assignment, subletting, license,
concession or parting with possession, the Lessor shall reserve its right to
approve any further assignment, license, concession or parting with possession
and may require the assignee, sublessee, licensee, concessionaire or person
taking possession to conserve, perform, and comply with the Lessee's obligations
contained or referred to in this Lease. Any change in the control of ownership,
if the Lessee is a corporation or other entity, by operation of law, appointment
of a trustee, or otherwise, shall be deemed an assignment under this Article
XII.

     12.03 Upon receipt, review and written approval of a legally binding
sublease, Lessor hereby consents to the sublease of a portion of the premises to
Chartwell International, Inc. and the use of said corporation's name on
directory and suite signage. The Chartwell International, Inc. sublease shall be
subject to all of the terms, conditions and obligations of this Lease. The
Chartwell sublease shall be provided to Lessor within five business days of the
execution of this Lease or this paragraph shall become null and void.

                                       8
<PAGE>

                                  ARTICLE XIII
                REPAIRS, ALTERATIONS, ADDITIONS, AND IMPROVEMENTS

     13.01 Lessee shall make no alterations, additions or improvements to the
Leased Premises without the prior written consent of Lessor, and any such
consent given by Lessor shall be subject to the terms and conditions of this
Article XIII.

     13.02 All alterations, decorations, partitions, installations, carpeting,
additions or improvements upon the Leased Premises, made by either party,
affixed to the realty or for which Lessee has received a credit, shall become
the property of Lessor and shall remain upon, and be surrendered with, the
Leased Premises, as a part thereof, at the end of the term or renewal term, as
the case may be.

Any extraordinary additions or improvements made by Lessee upon the Leased
Premises after the commencement of this Lease as Lessor shall designate in
writing shall be removed by Lessee and Lessee shall restore the Leased Premises
to the original condition, normal wear and tear excepted, at Lessee's own cost
and expense, at or prior to the expiration of the term.

     13.03 The Lessee will indemnify and save harmless the Lessor of and from
all loss damage and all fines, costs, suits, claims, demands and actions of any
kind of nature which the Lessor shall or may become liable for or incur or
suffer by reason of any mechanic's or other liens for any alterations or repairs
made by the Lessee to the Leased Premises. The Lessee shall forthwith upon
demand of the Lessor remove or cause to be removed or bond over (and institute
and diligently prosecute any action pertinent thereto) any mechanic's or other
liens aforesaid noted or filed against or otherwise constituting an encumbrance
on any title of the Lessor.

     13.04 Lessor reserves the right at any time to make or permit changes or
revisions in its plan for the Building, including supplements and alterations to
common areas, subject to Lessee's right to peaceful enjoyment under Article VII.

     13.05 Except for ordinary wear and tear and as otherwise provided for in
this Lease, Lessee shall be solely responsible to keep in good condition the
Leased Premises and every part therein including, without limiting the
generality of the foregoing, all Lessor equipment within the Leased Premises,
fixtures, thermostats, interior walls and interior surfaces of exterior walls,
ceilings, windows, doors and plate glass (except exterior windows unless damage
is caused by Lessee). located within the Leased Premises. All such repairs shall
be at least of the same quality,

                                       9
<PAGE>

design and class as that of the original work. In the event that the Lessee
fails to keep the Leased Premises in good order, condition and repair, then as
soon as possible after written demand (which shall not be required in the case
of an emergency), Lessor may restore the Leased Premises to such good order and
condition and make such repairs without liability to Lessee for any loss or
damage that may accrue to Lessee's property or business by reason thereof, and
upon completion thereof Lessee shall pay to Lessor upon demand and as Additional
Rent the costs of performing any such work.


                                   ARTICLE XIV
                                  LESSOR'S LIEN

     14.01 Lessee hereby grants to Lessor a lien upon and security interest in
all furniture, fixtures, equipment, inventory, merchandise and other personal
property belonging to Lessee and located in, on or about the Leased Premises at
any time while this Lease is in effect, to secure payment of all charges due and
to become due under this Lease and to further secure the faithful performance of
all of the other obligations of the Lease required to be performed by Lessee.
Said lien shall be prior to any other lien on such property except a lien in
favor of the seller or lessor of such property to secure the unpaid purchase
price or lease payments thereof.

This lien and security interest may be foreclosed in the same manner as a
financing statement under the Colorado Uniform Commercial Code. In lieu of
filing this Lease or in addition thereto, Lessor may require Lessee at any time
to execute a financing statement, security agreement or any other similar
documents required by Colorado law to perfect this lien and security interest.

In the event Lessee fails or refuses to do so within ten (10) days after written
demand, Lessee does hereby make, constitute and irrevocably appoint Lessor as
Lessee's attorney in fact in Lessee's name, place and stead to do so, and/or
Lessor may declare this Lease to be in default.


                                   ARTICLE XV
                               ACCESS TO PREMISES

     15.01 Lessee agrees to permit Lessor or its agents or representatives to
enter into and upon any part of the Leased Premises after business hours to
inspect same, clean or make repairs, alterations or additions thereto, as Lessor
may deem necessary or desirable, and Lessee shall not be entitled to any
abatement or reduction of rent by reason thereof provided the operations of
Lessee are not interrupted. Should such repairs, alterations or additions
thereto require a period of three (3) business days or more to complete, Lessor
shall notify Lessee in advance of such work, unless in Lessor's opinion such
work is the result of an emergency. Lessor shall attempt to make said repairs so
as to minimize interference to Lessee's operation.


                                       10
<PAGE>

                                   ARTICLE XVI
                             PROTECTION OF EQUIPMENT

     16.01 The Lessee shall use all the heating and air conditioning apparatus,
water, gas and drainpipes, water closets, sinks and accessories thereof in or
about the Leased Premises and keep same free from all obstructions that might
prevent their free working and give to the Lessor prompt written notice of any
accident to or defects in same or any of their accessories. Any damage resulting
from misuse shall be the sole responsibility of the Lessee.


                                  ARTICLE XVII
                                 SALE BY LESSOR

     17.01 In the event of a sale or conveyance by Lessor of the Building, the
same shall operate to release Lessor from any future liability as to any of the
covenants or conditions, expressed or implied, herein contained in favor of
Lessee, and in such event Lessee agrees to look solely to the successor in
interest of Lessor in and to this Lease.

This Lease shall not be affected by any such sale and Lessee agrees to attorn to
the purchaser or assignee, notwithstanding anything to the contrary contained in
this Lease,so long as Lessee fulfills its obligations under this Lease, Lessee's
possession of the Leased Premises and Lessee's other rights under this Lease
shall not be disturbed or impaired by any sale, by any holder of a mortgage or
deed of trust, or by any person claiming by, through, or under Lessor.
Notwithstanding anything herein to the contrary, the Lessor shall not be
released from any obligation the Lessor has with respect to the Lessee's
security deposit unless said deposit has been transferred to a new Lessor and
the Lessee is so advised in writing.


                                  ARTICLE XVIII
                        WEIGHT OF MACHINERY AND EQUIPMENT

     18.01 The floors of the demised premises have been constructed to sustain
loads customary to normal office operations. Lessee agrees that it will not
bring in or permit the placing within the demised premises of equipment or
property in excess of normal loads without Lessor's approval, and will be fully
liable for any damages to said Building or losses sustained by Lessor by reason
of any overloading by Lessee. The live load rating for the second and third
floor is 50 lb PSF with allowance for an additional 20 lbs PSF for partitions.


                                   ARTICLE XIX
                        FIRE AND DESTRUCTION OF PREMISES

     19.01 If, during the term of this Lease, the Building or Leased Premises
are destroyed by fire, or other cause, or partly destroyed or damaged so that
the Lessor shall decide not to restore or rebuild same, whether or not the
Leased Premises are damaged, the Lessor may, within ninety

                                       11
<PAGE>

(90) days after such fire or other cause, give notice in writing to the Lessee
of such decision, whereupon this Lease shall expire forthwith and the Lessee
shall immediately surrender the Leased Premises and all interest therein to the
Lessor and shall pay rent only up to the time of such damage or destruction. In
no case shall the Lessor be liable to the Lessee for any loss or damage
occasioned by such fire or other cause, unless Lessor or its agents acted in a
grossly negligent manner.

     Notwithstanding anything herein to the contrary, in the event of the
destruction or damage to the Leased Premises by fire or other cause, the Lessee
shall have the right to terminate this Lease. In the event of damage to, as
opposed to destruction of, the Leased Premises, the Lessee shall determine, in
the Lessee's reasonable judgment, whether or not such damage is serious. If, in
the Lessee's reasonable judgment, such damage is serious, the Lessee shall have
the right to terminate this Lease. If the damage is, in the Lessee's reasonable
judgment, not serious, the Lessor shall have a reasonable time to repair such
damage at the Lessor's sole cost and expense and to the reasonable satisfaction
of the Lessee. If the Lessor does not so repair such damage, the Lessee shall
have the right to terminate this Lease. The Lessee shall also have the right to
terminate this Lease if reasonable access to the Leased Premises is destroyed,
damaged or interfered with and the Lessor does not promptly repair and restore
reasonable access to the Leased Premises


                                   ARTICLE XX
                                  CONDEMNATION

     20.01 If the whole of the Building or the premises shall be lawfully
condemned or taken in any manner for public or quasi-public use or purpose, this
Lease, at the option of either the Lessor or Lessee exercised by either party
giving notice to the other of such termination within 60 days after such taking
or conveyance, and the term and estate hereby granted shall forthwith cease and
terminate as of the date of taking of possession for such use or purpose. If
only a portion of the Building or of the premises shall be so condemned or
taken, then Lessor may at its option, terminate this Lease and the term and
estate hereby granted as of the date of the taking of possession for such use or
purpose by notifying Lessee in writing of such termination.

Upon any such taking or condemnation and the continuing in force of this Lease
as to any part of the premises, the rent shall be diminished by an amount
representing the part of said rent properly applicable to the portion of the
premises which may be so condemned or taken and Lessor shall, at its expense,
proceed with reasonable diligence to repair alter and restore the remaining part
of the Building and the premises to substantially their former condition to the
extent that the same may be feasible, provided that in no event shall Lessor be
required to expend therefor any amount in excess of the amount received by
Lessor as compensation for the taking. Notwithstanding anything herein to the
contrary, in the event any part or portion of the Premises are condemned, the
Lessee shall have the right to terminate this Lease upon such condemnation.

Lessor shall be entitled to receive the entire award in any condemnation
proceeding, including any award for value of any unexpired term of this Lease,
and of the condemnation, except any separate award reimbursing Lessee for moving
or relocation expenses, or specifically allocated to Lessee's property or
improvements to the Leased Premises which were originally paid for by Lessee.


                                       12
<PAGE>

                                   ARTICLE XXI
                               LIABILITY OF LESSOR

     21.01 The Lessor is a Limited Liability Company.

     21.02 Except as otherwise provided for in this Lease, the Lessor shall not
be liable for any damage, loss, theft, injury, or destruction arising in or upon
the Leased Premises or the Building, to any property or person nor for any
personal injuries sustained by the Lessee, its servants, agents, employees, or
invitees, which may result at any time from any reason or cause except to the
extent caused by the negligence, misconduct, acts or omissions of the Lessor,
its servants, agents, employees or invitees.

     21.03 The Lessor shall not be responsible for any damages resulting from
delays in the construction and/or finishing of the Leased Premises and/or the
interruption or modification of any service or facility provided by it in the
Building caused or required by strikes, riots, labor controversies, accidents,
fuel shortages, acts of God, war, court order, fire or other casualty, force
majeure.

     21.04 Lessor shall in no event be liable to Lessee by reason of loss of
profits, business interruption or other consequential damages except caused by
the misconduct, neglect, acts or omissions of Lessor, its agents or employees.


                                  ARTICLE XXII
                                 ATTORNEY'S FEES

     22.01 In the event of any dispute arising out or on account of this Lease,
the prevailing party in such dispute shall be entitled to collect from the other
party its costs and reasonable attorney's fees.


                                 ARTICLE XXIII
                               DEFAULT BY LESSEE

     23.01 The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Lessee:

          (a)  The vacating or abandonment of the Premises by Lessee unless
Lessee continues to timely make monthly payments required under this Lease.

          (b)  The failure by Lessee to make any payment of Base Rent,
Additional Rent or any other payment required to be made by Lessee hereunder, as
and when due.

                                       13
<PAGE>

           (c)  The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee, other than as described in paragraph (b) above.

           (d)  (i) The making by Lessee of any general assignment, or general
arrangement for the benefit of creditors; (ii) the filing by or against Lessee
of a petition to have Lessee adjudged a bankrupt, or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless in
the case of a petition filed against Lessee, the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment , execution or other judicial seizure of
substantially all of Lessee's assets located at Premises or of Lessee's interest
in this Lease where such seizure is not discharged within thirty (30) days.

     23.02 (a) In the event of any default or breach by Lessee under paragraph
23.01 (a) or 23.01 (b), where such default shall continue for a period of three
(3) days after written notice thereof from Lessor to Lessee (which notice may be
given as provided under applicable law), and in the event of any other default
or breach by Lessee, subject to the terms and conditions concerning such other
defaults or breaches set forth herein below, Lessor shall have the right at any
time thereafter, with or without notice or demand and without limiting Lessor in
the exercise of any right or remedy, which Lessor may otherwise have by reason
of such default or breach, to terminate this Lease at its option or to reenter
and at its option to attempt to relet without terminating this Lease and remove
all persons and property from the Premises, using any force as may reasonably be
necessary to accomplish said purposes, all without service of notice or resort
to legal process and without being deemed guilty of trespass or forcible entry
or becoming liable for any loss or damage which may be occasioned thereby. In
the event of any other default or breach by Lessee other than under paragraph
23.01 (a) or 23.01 (b), Lessee shall not be in default unless Lessee fails to
perform obligations required of Lessee within thirty (30) days after written
notice by Lessor to Lessee specifying the manner in which Lessee has failed to
perform such obligation; provided however, that if the nature of Lessee's
obligation is such that more than thirty (30) days are required for performance
as determined by Lessee, then Lessee shall not be in default if Lessee commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion; provided further that Lessee's obligation to
perform any act under this Lease shall be excused for any period of time during
which Lessee is prevented from performing because of any circumstance beyond
Lessee's control.

           (b)  If Lessee shall fail to remove any effects which it is entitled
to remove from the Premises upon the termination of this Lease, or any extension
or renewal hereof, or upon a reentry by Lessor for any cause whatsoever, or upon
Lessee's ceasing to possess the Premises for any reason, the Lessor, at its
option, may remove the same and store or dispose of the said effects without
liability for loss or damage thereto, and Lessee agrees to pay to Lessor on
demand any and all expenses incurred in such removal, including the cost of
removal of signs from the windows, making the Premises including sidewalks or
alleyways adjacent thereto, if any, free from all dirt, litter, debris and
obstruction, and including Court costs, attorney's fees, storage and

                                       14
<PAGE>

insurance charges on such effects for any length of time the same shall be in
Lessor's possession; or the Lessor, at its option, without notice, may sell such
effects, or any of them, in a commercially reasonable manner, and apply the
proceeds of such sale to any amounts due under this Lease from the Lessee to the
Lessor, and to the expenses incidental to the removing, cleaning the Premises,
selling said effects, and any other expense, rendering the surplus, if any, to
the Lessee; provided, however, in the event the proceeds of such sale or sales
are insufficient to reimburse the Lessor, Lessee shall pay such deficiency upon
demand.

          (c)  Should Lessor elect to reenter, as herein provided, or should it
take possession pursuant to legal proceedings, or pursuant to any notice
provided for by law, it may make such reasonable alterations and repairs as may
be necessary in order to relet the Premises or any part thereof, and may relet
the Premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this Lease) and at such rental or rentals and upon
such other terms and conditions as Lessor may determine to be advisable; upon
each such reletting all rentals received by the Lessor from such reletting shall
be applied, first, to the payment of any indebtedness other than Base Rent due
hereunder from Lessee to Lessor; second, to the payment of any reasonable costs
and expenses of such reletting, including brokerage fees and attorney's fees and
the cost of such alterations and repairs; third, to the payment of Base Rent due
and unpaid hereunder, and the residue, if any, shall be held by Lessor and
applied in payment of additional rent and future rent as the same may become due
and payable hereunder; provided that Lessee shall have no right to claim any
interest in all or any portion of said residue and if the rent and other charges
paid or to be paid to Lessor by any new Lessee pursuant to any reletting exceed
the monetary obligations of Lessee, Lessee shall have no right to claim any
interest in all or any portion of said excess. If such rental received from such
reletting during any month be less than that to be paid during the month by
Lessee hereunder, Lessee shall pay any such deficiency to Lessor, and such
deficiency shall be calculated and paid monthly. Lessor shall in no event be
liable in any way whatsoever for failure to relet the Premises for any reason,
or in the event the Premises are relet, for failure to collect the rent thereof
under such reletting. Lessor shall use reasonable efforts to relet premises. No
such reentry or taking possession of the Premises by Lessor, nor any acts
pursuant thereto, shall be construed as an election on its part to terminate
this Lease unless a written notice of such intention be given to Lessee.

          (d)  Notwithstanding any such reletting without termination, Lessor
may at any time thereafter elect to terminate this Lease for such previous
breach. Should Lessor at any time terminate this Lease for any such breach, in
addition to any other remedies it may have, it may recover from Lessee all
damages it may incur by reason of such breach, including the cost of recovering
the Premises, reasonable attorney's fees, and including the worth at the time of
such termination of the excess, if any, of the amount of rent and charges
equivalent to rent reserved in this Lease for the remainder of the stated term
over the then reasonable rental value of the Premises for the remainder of the
stated term, all of which amounts shall be immediately due and payable from
Lessee to Lessor; provided, however, that if the then reasonable rental value of
the Premises exceeds the value of the rent and other charges equivalent to rent
reserved in this Lease as aforesaid, Lessee shall have no right to claim any
interest in all or any portion of such excess. In determining the rent which
would be payable by Lessee hereunder, subsequent to default, the annual rent for
each year of the unexpired term shall be equal to the average annual Base Rent
and Additional Rent paid or payable by Lessee from the commencement date of this
Lease to the time

                                       15
<PAGE>

of default, or during the preceding three (3) full calendar years, whichever is
shorter.

           (e)  Each of the remedies set forth hereinabove in this paragraph
23.02 shall not be exclusive, but rather shall be considered cumulative with any
other legal or equitable remedy now or hereafter available to Lessor under the
laws or judicial decisions of the state in which the Premises are located.

     23.03 Lessor shall not be in default unless Lessor fails to perform
obligations required of Lessor within thirty (30) days after written notice by
Lessee to Lessor and to the holder of any first mortgage or deed of trust
covering the Premises, specifying the manner in which Lessor has failed to
perform such obligation; provided however, that if the nature of Lessor's
obligation is such that more than thirty (30) days are required for performance
as determined by Lessor, then Lessor shall not be in default if Lessor commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion; provided further that Lessor's obligation to
perform any act under this Lease shall be excused for any period of time during
which Lessor is prevented from performing because of any circumstance beyond
Lessor's control.

     23.04 Lessee hereby acknowledges that late payment by Lessee to Lessor of
rent and other sums due hereunder will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges may be imposed on Lessor by the terms
of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of Base Rent, Additional Rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after said
amount is due, then Lessee shall immediately pay to Lessor a late charge of four
hundred and seventy-three ($473.00) U.S. Dollars plus eighteen percent (18%) per
annum interest on the late payment and late charge for each and every day after
ten days until said payment is made. The parties hereby agree that such a charge
represents a fair and reasonable estimate of the cost Lessor will incur by
reason of late payment by Lessee. Acceptance of such late charge by Lessor shall
constitute a waiver of Lessee's default with respect to such overdue amount no
more than once in any calendar year. If late payment occurs more than once in a
calendar year, the acceptance of such late charge by Lessor shall not constitute
a waiver of Lessee's default with respect to such overdue amount, or prevent
Lessor from exercising any of the other rights and remedies granted hereunder.


                                  ARTICLE XXIV
                                     WAIVER

     24.01 Failure of Lessor to declare any default immediately upon occurrence
thereof, or delay in taking any action in connection therewith, shall not waive
such default, but Lessor shall have the right to declare any such default at any
time prior to cure of said default, and take such action as might be lawful or
authorized hereunder, either in law or equity. No waiver by Lessor of any
provision of this Lease shall be deemed to be a waiver of any other provision
hereof or of any subsequent breach by Lessee of the same or any other provision.


                                       16
<PAGE>

The subsequent acceptance of rent hereunder by Lessor (whether paid by Lessee or
a third party) shall not be deemed to be a waiver of any preceding breach of
Lessee of any term, covenant or condition of this Lease, other than the failure
of Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of the acceptance of such rent.
Lessor's consent to or approval of any act by Lessee requiring Lessor's consent
or approval shall not be deemed to render unnecessary the obtaining of Lessor's
consent to or approval of any subsequent act of Lessee, whether or not similar
to the act so consented to or approved.


                                   ARTICLE XXV
                                CONSENT BY LESSOR

     25.01 Wherever in this Lease the Lessor must consent to some action of the
Lessee, the Lessor shall not unreasonably withhold its consent. Likewise,
wherever in this Lease a determination is based upon the Lessor's opinion or
determination, such opinion or determination must be reasonable.


                                  ARTICLE XXVI
                                    INSURANCE

     26.01 Lessor shall obtain and keep in force during the term of this Lease
fire and extended coverage on the Building, (including building standard
leasehold improvements). Lessor may also, but shall not be required to, procure
any other insurance policies respecting the Leased Premises or Building which
Lessor chooses to purchase.

     26.02 Lessee shall, at its expense, obtain and keep in force during the
term of this Lease a policy of bodily injury and property damages insurance,
insuring Lessor and Lessee against any liability arising out of the ownership,
use, occupancy or maintenance of the premises and all areas appurtenant thereto.
Such insurance shall be in an amount not less than Five Hundred Thousand
($500,000) per person, Five Hundred Thousand Dollars ($500,000) per occurrence
for bodily injury and Five Hundred Thousand Dollars ($500,000) for property
damage, or One Million Five Hundred Thousand Dollars ($1,500,000) combined
single limit for said items. The limits of said insurance shall not, however,
limit the liability of Lessee hereunder. Lessee shall also obtain and keep in
force during the term of this Lease, at Lessee's expense, "all risk" or "special
coverage form" insurance upon the property of every description and kind owned
by the Lessee and located in the Building or for which Lessee is legally liable
or installed by or on behalf of the Lessee, including without limitation,
furniture, fittings, installations, alterations, additions, partitions, fixtures
and anything in the nature of leasehold improvements in an amount not less than
80% of the full replacement cost thereof in excess of building standard. Such
insurance shall insure the Lessee and the Lessor.

If Lessee shall fail to procure and maintain the insurance required hereunder,
Lessor may but shall not be required to procure and maintain the same, and any
amount so paid by Lessor for such

                                       17
<PAGE>

insurance shall be Additional Rent which shall be due on demand.

Insurance required by Lessee hereunder shall be in companies rated A+ AAA or
better in "Best's Insurance Guide". Lessee shall deliver to Lessor prior to
taking possession of the Premises copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Lessor. No such policy shall be cancelable or
subject to reduction of coverage or other modification except after ten (10)
days' prior written notice to Lessor. Lessee shall, within ten (10) days prior
to the expiration of such policies, furnish Lessor with renewals thereof, or
Lessor may order such insurance and charge the cost thereof to Lessee, which
amount shall be Additional Rent and shall be payable by Lessee on the next
succeeding date on which a Base Rental payment is due. Lessee shall not do or
permit to be done anything which shall invalidate the insurance policies
referred to in Section 26.02. Lessee shall forthwith, upon Lessor's demand,
reimburse Lessor for any additional premiums attributable to any act or omission
or operation of Lessee causing an increase in the cost of insurance.

     26.04 Waiver of Subrogation--As long as their respective insurers so
permit, Lessee and Lessor each waives any and all rights of recovery against the
other, or against the officers, employees, agents and representatives of the
other for loss or damage to such waiving party or its property or the property
of others under its control, where such loss or damage is insured against under
any insurance policy in force at the time of such loss or damage. Lessee and
Lessor shall, upon obtaining the policies of insurance required hereunder, give
notice to the insurance carriers that the foregoing mutual waiver of subrogation
is contained in this Lease and obtain policies of insurance, if obtainable,
which shall include a waiver by the insurer of all right of subrogation against
Lessor or Lessee in connection with any loss or damage thereby insured against.


                                  ARTICLE XXVII
                                  HOLD HARMLESS

     27.01 Lessor shall not be liable to Lessee, or to Lessee's agents,
servants, employees, customers or invitees for any damages to person or property
caused by any act or omission other than neglect or misconduct on the part of
Lessor, and Lessee agrees to hold Lessor harmless from all claims for any such
damages.

     Lessee shall not be liable to Lessor, or to Lessor's agents, servants,
employees, customers or invitees for any damages to person or property caused by
any act or omission other than neglect or misconduct on the part of Lessee, and
Lessor agrees to hold Lessee harmless from all claims for any such damages.

     27.02 The Lessee shall indemnify and save harmless the Lessor of and from
all liabilities, fines, suits, claims, demands and actions of any kind or nature
to which the Lessor shall or may become liable for or suffer by reason of any
breach, violation or non-performance by the Lessee of any covenant, term or
provision hereof.

                                       18
<PAGE>

     The Lessor shall indemnify and save harmless the Lessee of and from all
liabilities, fines, suits, claims, demands and actions of any kind or nature to
which the Lessee shall or may become liable for or suffer by reason of any
breach, violation or non-performance by the Lessor of any covenant, term or
provision hereof. Such indemnification(s) in respect of any such breach,
violation or non-performance, damage to property, injury or death occurring
during the term of the Lease shall survive any termination or other expiration
of this Lease, anything in this Lease to the contrary notwithstanding.


                                 ARTICLE XXVIII
                            LESSOR'S RESERVED RIGHTS

     28.01 Without notice and without liability to Lessee, Lessor shall have the
right to:

           (a)  Change the name or street address of the Building with at least
60 days prior notice to Lessee.

           (b)  Install and maintain signs on the exterior of the Building.


           (c)  Exhibit the premises to others upon reasonable prior notice,
during the last 90 days of the Lessee's term, should Lessee decide not to renew
for an additional term.

           (d)  Make reasonable rules and regulations as, in the judgment of
Lessor, may from time to time be needed for the safety of the Lessees, the care
and cleanliness of the Building and preservation of good order, therein. Lessee
shall be notified in writing when each such rule and regulation is promulgated.


                                  ARTICLE XXIX
                              ADDITIONAL PROVISIONS

     29.01 This Lease contains the entire agreement and understanding between
Lessor and Lessee. There are no oral understandings, terms or conditions, and
neither party has relied upon any representations, express or implied, not
contained in this Lease. No assent or consent to changes in or waiver of any
part of this Lease shall be deemed or taken as made, unless the same be done in
writing and agreed to by both Lessor and Lessee, and attached to or endorsed
hereon by the Lessor and Lessee, and no subsequent modifications shall be
binding unless in writing and signed by both parties.

No covenant or term of the present Lease stipulated in favor of the Lessor shall
be waived, except by express written consent of the Lessor, whose forbearance or
indulgence in any regard whatsoever shall not constitute a waiver of the
covenant, term or condition to be performed by the Lessee; and until complete
performance by the Lessee of the said covenant, term or condition, the Lessor
shall be entitled to invoke any remedies available under this Lease or by law
despite such forbearance or indulgence. Likewise, Lessee shall be entitled to
invoke any remedy available under this Lease or by law as a result of a default
by Lessor.

                                       19
<PAGE>

     29.02 If any holder of any mortgage or mortgages or any charge resulting
from any other method of financing or refinancing now or hereafter in force
against the Lands and Buildings of which the Leased Premises are a part shall at
any time require any change not of a substantial nature, the Lessee agrees to
cooperate, provided that such cooperation shall not increase rent or provide
additional obligation to Lessee.

     29.03 The word Lessee shall be deemed and taken to mean each and every
person or party mentioned as a Lessee herein be they the same one or more; and
if there shall be one or more persons or parties, any notice required or
permitted by the terms of this Lease may be given by or to any one thereof and
shall have the same force and effect as if given by or to all thereof. The use
of the neuter, singular pronoun to refer to the Lessor or the Lessee shall be
deemed a proper reference even though the Lessor or the Lessee may be
individual, partnership, corporation or group of two or more individuals or
corporations. The necessary grammatical changes required to make the provisions
of this Lease apply in the plural sense where there is more than one Lessor or
Lessee, and to either corporations, associations, partnerships or individuals,
males or females, shall in all instances be assumed as though in each case fully
expressed.

In the case where this Lease is executed by more than one person or party, all
covenants, conditions and agreements herein contained shall be construed an
taken as against all existing parties as joint and several.

     29.04 Any notices herein provided or permitted to be given by Lessee to the
Lessor shall be sufficiently given if mailed by certified mail, postage prepaid,
addressed to the Lessor in care of:

                               SanTom Holdings LLC
                        333 S. Allison Parkway, Suite 205
                             Lakewood, CO 80226-3115

In every instance where it is necessary or desirable for the Lessor to serve any
notice or demand upon the Lessee it will be sufficient to deliver or cause to be
delivered to the Lessee at the Leased Premises a written or printed copy thereof
and to forward a written or printed copy thereof by certified mail, postage
prepaid, addressed to the Lessee at:

                      College Bound Student Alliance, Inc.
                        333 S. Allison Parkway, Suite 100
                               Lakewood, CO. 80226

All notices or demands to the Lessee/Lessor shall be signed by the Lessor/Lessee
or its agent or agents on its behalf and will be conclusively deemed to have
been given on the day on which such notice is delivered, or on the date of the
first attempted delivery by the United States Postal Service.

                                       20
<PAGE>

Either party may at any time in the manner provided above give notice in writing
to the other of any change of address of the party giving notice and from and
after the giving of such notice and address therein specified shall be deemed to
be the address of such party for the giving of notices hereunder.

     29.05 Relocation Clause Deleted!

     29.06 If any clause or provision herein contained shall be adjudged
invalid, the same shall not effect the validity of any other clause or provision
of this Lease, nor constitute any other cause of action in favor of either party
as against the other.

     29.07 This Lease and all rights of the Lessee hereunder is and are
subordinate and subject to all mortgages or deeds of trust or liens resulting
from any method of financing which may now or at any time hereafter be in force
against the land on which the Building is located (the "Lands") and the
Building, and this Lease and the rights of the Lessee hereunder will be
subordinate to all advances made or to be made upon the security of such
mortgages, deeds of trust or liens. Such holders of mortgages or Liens shall
grant to Lessee a covenant of Quiet Enjoyment. This Lease and the rights of the
Lessee hereunder shall also be subject and subordinate to any renewal,
modification, consolidation, replacement and extension of any such mortgage,
deed of trust or lien. Upon written request of the Lessor, the Lessee shall
forthwith produce further evidence of such subordination by written instrument
in such reasonable form as the Lessor may require. In the event of a bona fide
sale or the bona fide raising of funds upon the Lands, and/or the Building by
the Lessor, this Lease and the rentals hereunder may be assigned by the Lessor
to such bona fide purchaser or lender or trustee for such lender, subject to
attornment and Lessee's continued rights of quiet possession.

Upon assignment of this Lease or of the rentals and other charges payable
hereunder to a bona fide lender or trustee for such lender and upon notice of
such assignment being forwarded to the Lessee, the Lessee agrees within ten (10)
days to sign and return to the Lessor such acknowledgement of assignment in the
form required by the Lessor.

     29.08 The Lessee agrees that it shall at any time and from time to time,
upon not less than ten (10) days prior written notice, execute, and deliver to
the Lessor a statement in writing in such form as the Lessor requires certifying
that this Lease is unmodified and in full force and effect (or, if modified,
stating the modification and the same is in full force and effect, as modified),
the amount of the annual rent then being paid hereunder, the date to which the
same (by installments or otherwise) and other charges hereunder have been paid,
and whether or not there is any existing default on the part of the Lessor.

The failure to timely deliver said statement shall conclusively mean that except
as stated otherwise by Lessor, this Lease is unmodified and in full force and
effect, there are no defaults on the part of Lessor, and that there have been no
rental prepayments for a period of more than one month.


                                       21
<PAGE>

     29.09 The Lessor may perform all or any of its obligations hereunder by or
through such managing or other agencies as it may from time to time determine,
and the Lessee shall, as from time to time directed by the Lessor in writing,
pay to any such Agent any monies payable hereunder to the Lessor.

     29.10 The captions in this Lease form no part of this Lease and shall be
deemed to have been inserted for convenience only.

     29.11 All Schedules and Exhibits attached to and forming part of this
Lease, if any, shall be read as part of this Lease.

     29.12 The terms of this Lease shall be governed by and interpreted in
accordance with the laws of the State of Colorado. The courts of the State of
Colorado shall have exclusive jurisdiction of any legal action for the
enforcement or interpretation of this Lease. Venue for such an action shall be
the County of Jefferson, State of Colorado.

     29.13 Save as herein otherwise provided, this Lease will be binding upon
and inure to the benefit of the Lessor and the Lessee, and their respective
heirs, executors, administrators, successors and assigns.

     29.14 Time shall be of the essence of this Lease, save as herein otherwise
specified.

     29.15 The liability of multiple parties to this Lease shall be joint and
several, notwithstanding any provisions of Colorado law to the contrary.

     29.16 Any intention to create a joint venture or partnership between the
parties hereto is expressly disclaimed.

     29.17 All of the provisions of this Lease are to be construed as covenants
and agreements as though the words imparting such covenants and agreements were
used in separate clause hereof.

     29.18 Lessee represents that it has negotiated an equity line of credit on
behalf of the Corporation with Swartz Private Equity, LLC, a Georgia limited
liability company with certain conditions. Lessee shall be required, as an
obligation of this Lease, to inform Lessor in writing within ten business days
of the funding of any portion of the line of credit. Lessee shall also be
required to inform Lessor in writing within ten business days of the
cancellation of the equity line of credit for any reason whatsoever. Failure to
comply with this provision shall be an event of default.

                                       22
<PAGE>

     IN WITNESS WHEREOF, the parties hereto execute this Lease as of the day and
year first above written.


     LESSOR: SanTom Holdings, Limited Liability Company

     By:
        -------------------------------
        Thomas R. Hiland, Manager


     LESSEE: College Bound Student Alliance, Inc.

     By:
        -------------------------------
        Jerome M. Lapin, Chief Executive Officer

     By:
        -------------------------------
        Dr. Janice A. Jones, Corporate Secretary and Director



     STATE OF COLORADO   )
                         ) ss.
     COUNTY OF JEFFERSON )

     On this _____ day of June, 2000, personally appeared before me, Thomas R.
Hiland, to me known to be the Manager of SanTom Holdings Limited Liability
Company , the Lessor that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said Limited Liability Company for the uses and purposes therein mentioned and
on oath stated that they are authorized to execute said instrument.

     IN WITNESS HEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.


                                 -----------------------------------------------
                                 Notary Public in and for the State of Colorado,
                                 residing at __________________________________.

                                 My commission expires: _______________________.


                                       23
<PAGE>


     STATE OF COLORADO   )
                         ) ss.
     COUNTY OF ________  )


     On this _____ day of June, 2000, personally appeared before me, Jerome M.
Lapin, to me known to be the Chief Executive Officer of College Bound Student
Alliance, Inc. a Colorado Corporation that executed the within and foregoing
instrument as Lessee and acknowledged the said instrument to be the free and
voluntary act and deed of said Corporation for the uses and purposes therein
mentioned and on oath stated that they are authorized to execute said
instrument.

     IN WITNESS HEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.


                                 -----------------------------------------------
                                 Notary Public in and for the State of Colorado,
                                 residing at __________________________________.

                                 My commission expires: _______________________.


     STATE OF COLORADO   )
                         ) ss.
     COUNTY OF _________ )


     On this _____ day of June, 2000, personally appeared before me, Dr. Janice
A. Jones, to me known to be the Corporate Secretary of College Bound Student
Alliance, Inc. a Colorado Corporation that executed the within and foregoing
instrument as Lessee and acknowledged the said instrument to be the free and
voluntary act and deed of said Corporation for the uses and purposes therein
mentioned and on oath stated that they are authorized to execute said
instrument.

     IN WITNESS HEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.


                                 -----------------------------------------------
                                 Notary Public in and for the State of Colorado,
                                 residing at __________________________________.

                                 My commission expires: _______________________.




                                       24
<PAGE>



                                    EXHIBIT A

                                   FLOOR PLAN







                                       25
<PAGE>

                                    EXHIBIT B

                                   WORK LETTER


Landlord shall deliver the leased premises in a broom-clean condition. Existing
carpet to remain shall be steam cleaned and all interior glass surfaces shall be
cleaned prior to occupancy. Landlord will repaint all wall surfaces with Kwal
Howell shell white or similar, replace the carpet and pad at the entrance in an
area approximately 28 feet by 24 feet with Lee's Orchid (burgundy color), and
construct a conference room approximately 15-feet by 17 feet including a single
entry matching door in the area so marked on Exhibit A. Landlord shall cause the
removal of the lower countertop in the kitchen, so Lessee can install a portable
dishwasher at it's expense, and the relocation of the countertop and file bases
in the office to be occupied by Dave Westfall in the northeast corner to the
southwest corner office. No other alterations will be done.

Landlord will endeavor to have all of the above completed by July 17, 2000 and
shall give Lessee the right of early entry on said date, at no additional charge
for the purposes of installing telephone and computer cable. Lessee shall not
commence moving furniture, equipment and related items into the suite until
receiving the prior written approval of Lessor.


                                       26
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS


Tenant shall comply with, and shall not permit any violation by its employees or
agents of, the following regulations which may be reasonably amended by Landlord
from time to time in the manner set forth in Article 28 of lease.


     A.   Wherever the word "Tenant" or "Landlord" occurs, it is understood and
agreed that it shall mean their associates, employees, agents, clerks, servants
and visitors.

     B.   The common or public areas of the Building and grounds shall not be
obstructed or used for any purpose other than coming to and from the Premises.
Tenant shall not park in the assigned spaces reserved for the specific use of
other tenants. Parking areas shall be used only for transient parking by
tenants, their employees, customers and visitors and shall not be used to store
vehicles or for parking large commercial or recreational vehicles.

     C.   Landlord has the right to control access to the Building outside the
normal business hours of the Building and, during such period, to refuse
admittance to any person or persons without satisfactory identification or a
pass issued by the Landlord.

     D.   Landlord shall have the right to enter upon the Premises at reasonable
hours for the purpose of inspecting the same in accordance with Article 15 of
the Lease. Landlord's employees will not perform any work outside their regular
duties unless under special instruction of Landlord.

     E.   Landlord shall have the right to enter the Premises at hours
reasonably convenient to Tenant and in accordance with Section 28.01(c) of the
Lease for the purpose of exhibiting the same to prospective lessees within a
ninety (90) day period prior to the expiration of the Lease.

     F.   No person shall disturb other occupants of this or other adjoining
buildings or premises by making loud or disturbing noises or creating noxious
odors.

     G.   Soliciting, peddling and canvassing is prohibited in the Building and
Tenant shall cooperate to prevent the same. No vending machine shall be operated
in the Building by Tenant without prior written consent of Landlord.

     H.   All deliveries and removals of furniture, equipment or other bulky
items must take place after notification to Landlord, during such hours and in
such a manner determined by Landlord. Tenant shall be responsible for all damage
to the Building resulting from the delivery or removal of all articles into or
out of the Building or the Premises or in elevators in excess of the limits
which shall be established by Landlord.

                                       27
<PAGE>

     I.   Tenant shall not use any equipment emitting noxious fumes unless it is
properly vented at Tenant's expense.

     J.   Building standard window coverings shall be used in windows designated
by Landlord. No other window treatment or objects shall be attached to, hung in
or used in connection with any window or door of the Premises without the
written consent of the Landlord.

     K.   No sign or other representation shall be placed on the interior or
exterior of the Building. Landlord will provide building standard tenant
identification in the Building directory and at suite entrance.

     L.   No additional locks shall be placed on any door in the Building
without Landlord's prior written consent. A Tenant shall not make or permit any
duplicate keys to be made.

     M.   No flammable, combustible or explosive fluid, material, chemical or
substance shall be brought into or kept in or about the Building or the
Premises. No bicycles, vehicles or animals (except guide dogs for the sight or
hearing impaired) of any kind shall be brought into or kept in or about the
Building or the Premises.

     N.   The electrical system and lighting fixtures in the Building and the
Premises shall not be altered or disturbed, except as permitted by the
provisions of the Lease, without the prior written consent of the Landlord
specifying the manner in which it may be done and by persons authorized by
Landlord.

     O.   The toilets and other plumbing shall not be used for any other purpose
than those for which they are designed. No sweepings, rubbish or other similar
substances shall be deposited therein.

     P.   Tenant shall follow any night alarm procedure, if any, when entering
and exiting the Building. Tenant shall contact Landlord for further information.

     Q.   Tenant shall not do or permit anything to be done in said Premises, or
bring or keep anything therein, which will in any way increase the rate of fire
insurance on the Building, or on property kept therein, or obstruct or interfere
with the right of other tenants or in any way injure them or conflict with the
laws relating to fire, or with any regulations of the fire department, or with
any insurance policy upon the Building or any part thereof, or conflict with any
of the rules or ordinances of the County Department of Health or the City of
Lakewood.

                                       28
<PAGE>

     R.   All of the interior building premises are maintained as a smoke-free
environment. No designated smoking room is provided for the convenience of
smokers and none is contemplated. Landlord shall not prohibit Tenant from
smoking on outside patios or walkways provided that smokers do not discard
cigarette butts or tobacco waste on the floor or walkway surfaces.

     S.   Lessee is required to provide chair pads underneath all desk and
workstation chairs to protect the carpet from damage caused by chair rollers.


                                       29
<PAGE>

                                    EXHIBIT D

                                     PARKING


Lessor irrevocably grants to Lessee the use of one free parking stall for each
286 rentable square feet of Premises on the existing and reconfigured parking
lot. Lessee shall have no fewer than twenty-two (22 parking stalls, if needed.
Such parking rights shall survive any changes in ownership, whether by sale,
foreclosure or other transfer.

Lessee has been advised that a reconfiguration of the main entrance drive and
parking layout is underway and should be completed in August 2000. No guarantee
is made by Lessor that said reconfiguration shall be complete by the
commencement date of this Lease. However, Lessee shall at all times have access
to a minimum of 22-parking spaces during the reconfiguration.


                                       30
<PAGE>

                                    EXHIBIT E

                               REAL ESTATE BROKER


     Lessee and Lessor agree that the Lessee shall not be obligated for any real
estate broker commission arising from this lease transaction. Lessor shall be
responsible for a leasing brokerage fee to The Staubach Company - Front Range,
LLC under separate agreement.



                                       31
<PAGE>

                                    EXHIBIT F

                                EXTERIOR SIGNAGE


     Lessee shall have the right to place an exterior sign of no more than
100-square feet on either the North exposure or West exposure of the building.
Said right shall be subject to the prior written approval of the Lessor of the
size, location and style of the proposed signage and subject to the conditions
of the City of Lakewood Sign Code. The Lessee shall be responsible for all costs
associated with the exterior sign. In the event Lessee fails to exercise this
right on or before July 31, 2001, said right shall expire. In the event Lessee
elects to install signage of less than 100-square feet in area, the unused
square footage shall revert to Lessor at such time as Lessee installs the
smaller sign.


                                       32
<PAGE>

                                    EXHIBIT G

                                 OPTION TO RENEW


     Lessee shall have an Option To Renew this Lease Agreement for one five year
term provided Lessee is not in default at the time of the exercise of the
Option. To exercise this Option, Lessee shall notify Lessor in writing at least
180-days prior to the expiration date of the then current term of Lessee's
intent to exercise the Option. The renewal option Base Rent for all space then
under lease by the Lessee shall be the then Fair Market rental rate for office
space of comparable size, quality and location in class "A" office buildings in
the metropolitan Denver area, West Suburban Sub-Market, but no less than the
base rental rate then in effect. Lessor shall provide it's written opinion of
the Option Base rental rate within 30-days of Lessee's notification of intent to
exercise the Option. If Lessee and Lessor fail to agree on the Option period
rental rate within 10-days of delivery of rental rate to Lessee, the Option
shall expire. All other terms and conditions of this Lease shall remain in full
force and effect, unless otherwise modified in writing.



                                       33