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                                                                   Exhibit 10.11


                                LEASE AGREEMENT

                            FOR PREMISES LOCATED AT

                                1900 PIKE ROAD,
                              LONGMONT, COLORADO


                                    BETWEEN

                               EARTHWATCH, INC.

                                   AS TENANT

                                      AND

                     PRATT LAND LIMITED LIABILITY COMPANY

                                  AS LANDLORD
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                               TABLE OF CONTENTS

                                     LEASE


1.   PREMISES LEASED; DESCRIPTION

2.   PRESENT CONDITION OF PROPERTY

3.   TERM
     3.1   Initial Term
     3.2   Tenant Improvement Construction
     3.3   Delivery of Possession

4.   RENT
     4.1   Base Rental
     4.2   Escalation of Base Rental
     4.3   Maintenance Expense for Grounds, Snow Removal, Exterior and HVAC
     4.4   Private Security Service
     4.5   Late Charges
     4.6   Security Deposit
     4.7   Proration of Rent for Partial Months

5.   TAXES - REAL PROPERTY - PAID BY TENANT - PROTEST

6.   TAXES - TENANT'S PERSONAL PROPERTY - PAID BY TENANT

7.   UTILITIES - TENANT TO OBTAIN AND PAY FOR

8.   HOLDING OVER

9.   MODIFICATIONS OR EXTENSIONS

10.  ALTERATION - CHANGES AND ADDITIONS - RESPONSIBILITY - NO HOLES IN ROOF - NO
     NEW EQUIPMENT ON ROOF

11.  MECHANICS LIENS

12.  UNIFORM SIGNS; NO "FOR RENT" SIGNS

13.  MAINTENANCE AND REPAIRS OF THE BUILDING; LANDLORD NOT LIABLE FOR DAMAGE TO
     CONTENTS

14.  CONDITION UPON SURRENDER - RETURN OF KEYS

15.  CARE OF GROUNDS; STORAGE OUTSIDE THE BUILDING; NO WASTE, NO NUISANCE;
     COMPLIANCE WITH LAWS; FUTURE RULES AND REGULATIONS

16.  LIABILITY FOR OVERLOAD

17.  NO USE OF PREMISES IN VIOLATION OF INSURANCE POLICIES

18.  INSURANCE
     18.1  All Risk Insurance
     18.2  General Liability Insurance
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     18.3    Tenant Improvements
     18.4    Other Insurance
     18.5    Waiver of Subrogation
     18.6    Other Provisions Regarding Tenant's Insurance
     18.7    Changes in Standard Policies

19.  FIRE REGULATIONS - TENANT RESPONSIBILITY

20.  REPLACEMENT OF BUILDING - CASUALTY DAMAGE

21.  ENVIRONMENTAL MATTERS
     21.1    Definitions
     21.1.1  Hazardous Material
     21.1.2  Environmental Requirements
     21.1.3  Environmental Damages
     21.2    Tenant's Obligation to Indemnify, Defend and Hold Harmless
     21.3    Tenant's Obligation to Remediate
     21.4    Notification
     21.5    Negative Covenants
     21.5.1  No Hazardous Material on Premises
     21.5.2  No Violations of Environmental Requirements
     21.5.3  No Environmental or Other Liens
     21.6    Landlord's Right to Inspect and to Audit Tenant's Records
     21.7    Landlord's Right to Remediate
     21.8    Landlord's Obligation to Remediate
     21.9    Landlord's Obligation to Indemnify, Defend and Hold Harmless
             Concerning Environmental Matters
     21.10   Survival of Environmental Obligabons

22.  ENTRY BY LANDLORD

23.  DEFAULT - REMEDIES BY LANDLORD
     23.1    Default Defined
     23.2    Landlord's Remedies in the Event of Default
     23.3    Tenant to Surrender Peaceably
     23.4    No Termination by Re-Entry
     23.5    Injunction
     23.6    Remedies Listed are Cumulative and Non-Exclusive
     23.7    Interest on Sums Past Due
     23.8    Attorneys' Fees
     23.9    Time to Cure Certain Non-Monetary Defaults
     23.10   Landlord Default

24.  LANDLORD'S SECURITY INTEREST IN TENANT'S PERSONAL PROPERTY;
     LANDLORD'S RIGHT TO REMOVE SAME

25.  LEGAL PROCEEDINGS AGAINST TENANT BY THIRD PARTIES; TENANT TO
     PAY LANDLORD'S FEES

26.  INDEMNIFICATION BY TENANT AND BY LANDLORD

27.  ASSIGNMENT OR SUBLETTING

28.  LANDLORD'S WARRANTY OF TITLE; QUIET ENJOYMENT

29.  ADDITIONAL DEVELOPMENT OF PROPERTY - RIGHTS OF LANDLORD

30.  GOVERNMENTAL ACQUISITION OF THE PREMISES
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31.  SUBORDINATION OF THE LEASEHOLD TO MORTGAGES

32.  MEMORANDUM OF LEASE - RECORDING

33.  NO WAIVER OF BREACH; ACCEPTANCE OF PARTIAL PAYMENTS OF RENT

34.  CONTROLLING LAW

35.  INUREMENTS

36.  TIME

37.  ADDRESSES; EMPLOYER IDENTIFICATION NUMBERS; METHOD OF GIVING NOTICE

38.  PARAGRAPH HEADINGS; GRAMMAR

EXHIBIT A: TENANT FINISH

EXHIBIT B: SITE PLAN
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                                     LEASE



     THIS LEASE, made and entered into this 5th day of April, 1995, by
and between PRATT LAND LIMITED LIABILITY COMPANY, a Colorado limited liability
company, hereinafter referred to as "Landlord," and EARTHWATCH, INC.,
hereinafter referred to as "Tenant,"

                                  WITNESSETH:

     In consideration of the covenants, terms, conditions, agreements, and
payments as hereinafter set forth, the parties hereto covenant and agree as
follows:

     1.     PREMISES LEASED: DESCRIPTION. Landlord hereby leases unto Tenant the
following described premises containing approximately 22,475 square feet of
building floor space measured to the outside of the walls, including overhangs,
canopies and loading docks, and to approximately 1/2 the thickness of common
walls; commonly known as Suites A and B of 1900 Pike Road, in the City of
Longmont, County of Boulder, State of Colorado, a more detailed description of
which is Lot 1, Replat A, Lots 2, 3, and 10, and the west 95' of Lots 4 and 9,
Longs Peak Industrial Park, County of Boulder, State of Colorado, a diagram of
which is attached as Exhibit A (hereinafter referred to as the "premises"); the
leasing of which is made according to the terms of this Agreement; together with
all appurtenances thereto, and all fixtures attached thereto, in present
condition, and together with nonexclusive reasonable access across any other
land owned by Landlord as may be required for use of the premises by Tenant,
with such access to be on such roadways, sidewalks, and other common areas of
which the premises are a part, or of any such adjacent lands owned by Landlord,
as Landlord may from time to time designate.

     2.    PRESENT CONDITION OF PROPERTY. Tenant has examined, and accepts the
building, improvements, and any fixtures on the premises, in present condition,
subject to the construction of Tenant Improvements as detailed on the plans and
specifications labeled Exhibit "B," attached hereto and made a part hereof by
reference. No representation, statement, or warranty, express or implied, has
been made by or on behalf of Landlord as to the condition of the premises, or as
to the use that may be made of same. In no event shall Landlord be liable for
any reasonably apparent defect in the premises or for any limitation on the use
of the premises not within the Landlord's control.

     3.     TERM.

            3.1     Initial Term. The term of this lease shall commence at 12:00
noon on March 15, 1995 (the "Commencement Date"), and unless terminated as
herein provided for, shall end at 12:00 noon on the 1st day of March, 2000. The
Commencement Date as set forth in this Paragraph 3.1 shall be subject to those
adjustments of the Commencement Date, if any, set forth in Paragraph 3.3 which
relate to the performance of construction on the premises.

            3.2     Tenant Improvement Construction. The Commencement Date of
this lease shall be delayed until the substantial completion of the tenant
improvements described on Exhibit "B" attached hereto and delivery of possession
to Tenant, if such occurs after the Commencement Date, as follows: If for any
reason Landlord does not substantially complete such construction prior to the
Commencement Date, such failure will not affect the validity of this lease, but
in such case Tenant shall not be obligated to pay rent until such construction
is substantially completed and possession of the premises is delivered to
Tenant. Provided, however, if Landlord shall not have substantially completed
and delivered possession of the premises within sixty (60) days after the
Commencement Date, Tenant may, at Tenant's option, upon notice in writing to
Landlord delivered within ten (10) days after the end of the 60-day period,
cancel this lease. Landlord shall have no liability to Tenant for failure to
substantially complete construction prior to any date or dates. Tenant's only
remedy shall be cancellation of the lease.

     Should construction of the tenant improvements be completed to such an
extent as to permit the issuance of a partial certificate of occupancy by the
governing authority, Tenant may but shall not be
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required to occupy the portion of the premises so permitted prior to (or after)
the Commencement Date and shall pay rent for the occupied portion, prorated in
proportion to the number of square feet of building space occupied, beginning on
date of delivery of possession. Rent adjustments shall be similarly prorated. In
no event shall Tenant take possession prior to satisfaction of the requirements
for Tenant's insurance set forth below.

     3.3    Delivery of Possession. Except as above provided with respect to
construction of Tenant Improvements, Tenant shall be entitled to possession of
the premises at noon on the Commencement Date, as defined in Paragraph 3.1.
Tenant may, with approval by Landlord in its sole discretion, have access to the
premises during tenant improvement construction for the purpose of moving in
Tenant-owned furniture, fixtures, equipment and inventory. This access and the
items so moved in shall not in any way impede the construction of the tenant
improvements, nor shall Landlord, its agent, employees, sub-contractors, or any
other person on the premises whether invited or not invited, be liable for the
protection, care or security of Tenant owned items. This paragraph shall not be
construed so as to permit Tenant to occupy the premises prior to the
satisfaction of all requirements for Tenant's insurance set forth below.

     4.     RENT.   Tenant shall pay to Landlord, at the address of Landlord as
 herein set forth, the following as rental for the premises:

            4.1     Base Rental.

            The base rental for the full term hereof shall be ONE MILLION ONE
HUNDRED SEVENTY FOUR THOUSAND THREE HUNDRED EIGHTEEN AND 77/100THS U.S. Dollars
($1,174,318.77), payable in monthly installments (basic monthly rental for
months one through three of SIX THOUSAND EIGHT HUNDRED SIXTY-SEVEN AND 67/100THS
U.S. Dollars ($6,867.67), months four through six of THIRTEEN THOUSAND SEVEN
HUNDRED THIRTY-FOUR AND 42/100THS U.S. Dollars ($13,734.42) and months seven
through sixty of TWENTY THOUSAND SIX HUNDRED TWO AND 08/100THS U.S. DOLLARS
($20,602.08) in advance on the first day of each month during the term hereof.

            4.2     Escalation of Base Rental.

            4.2.1   On the first anniversary of the commencement date of this
lease, and annually thereafter, the base rental payable by Tenant shall be
increased to an amount determined by multiplying the basic monthly rental by a
fraction, the denominator of which shall be the most recent Consumer Price Index
figure, as hereinafter defined, published prior to the Commencement Date, and
the numerator of which shall be the most recent Consumer Price Index figure
published prior to the particular anniversary date; provided, however, that in
no event shall the rent for any month after such anniversary be less than the
rent for the month immediately preceding such anniversary. As used herein, the
term "Consumer Price Index" shall mean the Consumer Price Index, All Urban
Consumers, All Items, Denver, Colorado (1982-84 = 100), or the successor of that
Index, as published by the Bureau of Labor Statistics, U.S. Department of Labor.
Should Landlord lack sufficient data to make the proper determination on the
date of any adjustment, Tenant shall continue to pay the monthly rent payable
immediately prior to the adjustment date. As soon as Landlord obtains the
necessary data, Landlord shall determine the rent payable from and after such
adjustment date and shall notify Tenant of the adjustment in writing. Should the
monthly rent for the period following the adjustment date exceed the amount
previously paid by Tenant for that period, Tenant shall forthwith pay the
difference to Landlord. Should the Consumer Price Index as above described cease
to be published, a reasonably comparable successor index shall be selected by
Landlord. If Tenant objects to the successor index, the dispute will be resolved
and a successor index designated by arbitration pursuant to the rules and
procedures of the American Arbitration Association.

            4.2.2   Notwithstanding the foregoing, the parties agree that the
increase in base rental for each year shall be not less than three percent (3%)
nor more than eight percent (8%) of the base rental for the previous year, each
year for such purposes to commence on the anniversary of the Commencement Date.

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            4.2.3 Landlord may in its sole discretion, waive the escalation
provided for in Paragraph 4.2.1 or Paragraph 4.2.2 for any particular year,
years, or part of a year. No such waiver shall preclude Landlord from applying
the escalation to any subsequent year or part of a year, and from making the
subsequent application as if all subsequent escalations had been duly made to
the maximum permissible extent.

            4.3 Maintenance Expense for Grounds, Snow Removal, Exterior and
HVAC. Tenant shall pay its pro rata share based on the square footage occupied
of the cost of having Landlord maintain the HVAC systems and the exterior of the
premises including parking lots, green areas, sidewalks, entrances, and
corridors (but not the exterior surfaces of the building, other than glass).
Cost of maintaining such areas shall include, but shall not be limited to,
repairs, preventative maintenance, HVAC filters and compressors, sealing,
striping, lawn mowing, snow removal (Tenant is responsible for snow removal of
less than 2"), gardening, shrub care and replacements, lawn watering, parking
area maintenance, electricity for lighting, sign maintenance, depreciation of
equipment used for the foregoing purposes and other costs related to the
premises or common areas specifically excluding any capital expenditures
excepting HVAC. Landlord shall perform such maintenance and charge the cost
thereof to Tenant, which shall be paid as additional rent within 30 days after
delivery of Landlord's invoice. Landlord shall keep reasonable records of such
cost, which shall be available for Tenant's inspection during normal business
hours. Certain items of such maintenance (such as landscape maintenance and snow
removal) are performed by Landlord on numerous areas owned and/or maintained by
Landlord, in addition to the premises, and the cost thereof cannot be precisely
ascribed to the premises. As to such services which are performed on areas in
addition to the premises, the cost for all areas so serviced shall be allocated
to the premises in proportion to the square feet of building floor space in the
premises compared to the square feet of building floor space in the entire area
to which such services are provided.

     For the first year of the lease, Landlord agrees that the total of the
maintenance fees referred to in this paragraph will not exceed $0.95 per square
foot annually. Said expenses shall not increase more than an average annual rate
of eight percent during the term of the lease.

            4.4 Private Security Service. Landlord may, in its sole discretion,
engage a private security service, as an independent contractor, to patrol an
area which includes the premises. If Landlord does so employ a private security
service, the cost thereof shall be treated in the same manner as Maintenance
Expense and paid by Tenant as Additional Rent under the same provisions as are
applicable to Maintenance Expense.

     Landlord shall have absolutely no obligation to engage a private security
service and shall not be liable for any damages or loss which might have been
averted had a private security service been engaged. If Landlord does engage a
private security service, Landlord shall not be liable for any damages or loss
which may result from actions, inactions, non-performance or quality of
performance by the security service. If the Tenant desires a higher level of
security services than Landlord provides, or wishes to obtain an agreement that
there will be liability for actions, inactions, non-performance or quality of
performance by a security service, Tenant may itself engage such security
service as Tenant chooses, at Tenant's sole expense.

     Nothing herein shall limit any action by Tenant against any person or
entity providing private security service, provided that Landlord shall not be
party to, or liable for any judgment entered in such an action, as a defendant,
cross defendant, third-party defendant, or otherwise.

            4.5 Late Charges. Tenant will pay a late charge equal to five
percent of any monthly rental payment or other payment not paid when due, which
payment shall be in addition to any interest elsewhere provided for.

            4.6 Security Deposit. Landlord acknowledges receipt of the sum of
FORTY-ONE THOUSAND TWO HUNDRED FOUR AND NO/100THS U.S. Dollars ($41,204.00) paid
by Tenant upon the execution hereof, to be retained by Landlord as security for
the performance of all of the terms and conditions of this lease Agreement to be
performed by Tenant, including payment of all rental due under the terms hereof.
Landlord shall not owe Tenant any interest on the deposit. At Landlord's
election,

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deductions may be made by Landlord from the amount so retained for the
reasonable cost of repairs to the premises which should have been performed by
Tenant, for any rental payment or other sum delinquent under the terms hereof,
and for any sum used by Landlord in any manner to cure any default in the
performance of Tenant under the terms of this lease. In the event deductions are
so made during the rental term, upon notice by Landlord, Tenant shall redeposit
such amounts so expended so as to maintain the security deposit in a minimum
amount of one months base rent as herein provided for, within 10 days after
receipt of such written demand from Landlord. Nothing herein contained shall
limit the liability of Tenant as to any repairs or maintenance of the premises;
and nothing herein shall limit the obligation of Tenant promptly to pay all sums
otherwise due under this lease and to comply with all the terms and conditions
hereof. The security deposit, less any sums withheld by Landlord pursuant to the
terms hereof, shall be repaid to Tenant within sixty days after the date of
termination of the lease.

                    4.7     Proration of Rent for Partial Months. If the lease
term begins on other than the first day of a month, base rent and additional
rent from such date until the first day of the next succeeding calendar month
shall be prorated on the basis of the actual number of days in such calendar
month and shall be payable in advance. If the lease term terminates on other
than the last day of the calendar month, rent from the first day of such
calendar month until such termination date shall be prorated on the basis of the
actual number of days in such month, and shall be payable in advance.

     5. TAXES - REAL PROPERTY - PAID BY TENANT - PROTEST. Tenant shall pay as
additional rent, all real estate taxes and assessments, as shall, from and after
the date hereof, be assessed upon the premises and any appurtenances or
improvements thereto. Tenant shall pay one-twelfth (1/12) of such estimated
additional rent, in advance, with each monthly rental payment. Landlord shall
reasonably estimate such taxes and advise Tenant in writing of the amount to be
paid each month. Such payments shall be separately accounted for by Landlord,
(and may be deposited with any holder of a mortgage or deed of trust on the
premises) and shall be used to make prompt payment of such taxes as they come
due. If the estimated payments made by Tenant are not sufficient to fully pay
such taxes as they come due, Tenant shall pay to Landlord any amount necessary
to make up the deficiency within thirty (30) days of notice from Landlord. If
the estimated payments made by the Tenant are in excess of the tax obligation,
Landlord shall credit the excess to the Tenant's account within thirty (30)
business days of learning the Tenant has overpaid the taxes. Landlord shall have
no obligation to pay any interest to Tenant on such additional rent, but
Landlord shall give Tenant an annual accounting showing credit for such payments
made by Tenant, and debits for payments made by Landlord or Landlord's lender.
If Tenant fails to make any required payment to Landlord, Landlord may, but
shall not be required to, pay any such tax and shall become entitled to
repayment from Tenant without demand, together with interest thereon as
elsewhere provided. The real estate taxes and assessments for the year in which
the term of this lease shall begin, as well as for the year in which the lease
shall end, shall be apportioned so that Tenant shall pay only the portions that
correspond with the portions of such years as are within such lease term. In the
event that the premises are assessed for tax purposes as a part of a larger
parcel, the tax on the entire parcel shall be prorated in proportion to the
number of square feet of building floor space on each portion of the entire
parcel.

     Upon written request from Tenant, Landlord shall protest the tax assessment
on the premises, to the extent that Landlord, in good faith, believes that such
protest is justifiable and likely to be successful. In the event of any such
protest Tenant shall nevertheless pay to Landlord the taxes as assessed, and
Tenant shall be entitled to the appropriate share of any refund. Tenant shall
not protest any real property tax assessment on the premises.

     6. TAXES - TENANT'S PERSONAL PROPERTY - PAID BY TENANT. Tenant shall be
responsible for and timely pay any and all personal property taxes assessed
against any furniture, fixtures, equipment and items of a similar nature
installed and/or located in or about the premises by Tenant.

     7. UTILITIES - TENANT TO OBTAIN AND PAY FOR. Landlord shall not be required
to furnish to Tenant any utility services of any kind, such as but not limited
to, water, hot water, heat, gas, electricity, light, telephone, cable TV and
power. Tenant shall obtain and pay all charges for gas, electricity, light,
heat, power, water (and lawn watering), and telephone, cable TV or other
communication services or other utilities used, rendered, or supplied, upon or
in connection with the premises. Tenant

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irrevocably appoints Landlord as Tenant's attorney-in-fact solely for the
purpose of terminating Tenant's account with any provider of such utilities, if
the premises are abandoned by Tenant or if the lease is terminated.

     8.     HOLDING OVER. If, after expiration of the term of this lease, Tenant
shall remain in possession of the premises and continue to pay rent without a
written agreement as to such possession, then Tenant shall be deemed a month-to-
month Tenant and the rental rate during such holdover tenancy shall be
equivalent to one and one-half times the monthly rental paid for the last month
of tenancy under this lease. Such month-to-month tenancy may be terminated by
the Landlord at noon on any day which is more than twenty-nine (29) days after
date of delivery of Landlord's written notice of termination to Tenant.

     9.     MODIFICATIONS OR EXTENSIONS. No holding over by Tenant shall operate
to renew or extend this lease without the written consent of Landlord. No
modification of this lease shall be binding unless endorsed hereon or otherwise
written and signed by the respective parties.

     10.    ALTERATION - CHANGES AND ADDITIONS - RESPONSIBILITY - NO HOLES IN
ROOF - NO NEW EQUIPMENT ON ROOF. Subject to Landlord's consent that any
alterations requested by Tenant do not negatively affect the integrity of the
leased premises, in Landlord's sole discretion, Tenant may, during the term of
this lease, at Tenant's expense, erect inside partitions, add to existing
electric power service, add telephone outlets or other communication services,
add light fixtures, install additional heating and/or air conditioning or make
such other changes or alterations as Tenant may desire, provided that prior to
commencement of any such work, Tenant shall submit to Landlord a set of fully
detailed working drawings and specifications for the proposed alteration,
prepared by a licensed architect or engineer. If Tenant so requests, Landlord
will have the drawings and specifications prepared for Tenant, at Tenant's
expense, utilizing Landlord's in-house staff. Tenant will pay Landlord's
customary hourly charges for such services, as additional rent, to be paid
within 10 days after delivery of invoice. In particular, but not as a
limitation, the working drawings must fully detail changes to mechanical, wiring
and electrical, lighting, plumbing and HVAC systems to Landlord's satisfaction.
Landlord may refuse to consent to the alterations because of the inadequacy of
the drawings and specifications. Tenant may not commence the alterations until
Landlord's written consent has been given. Any additions or alterations
requested by Tenant of the telecommunication or data transmission equipment,
facilities, lines or outlets on the premises shall be performed only with
Landlord's consent, and only by Landlord or Landlord's contractor. Such
additions and alterations shall be at Tenant's expense. At the termination of
this lease, Tenant shall be responsible for all expenses necessary to return the
telecommunication and data transmission equipment, facilities, lines and outlets
on the premises to their condition before such additions or alterations were
made. If the drawings and specifications are adequate, to Landlord's sole
satisfaction, then Landlord will not unreasonably withhold its consent to the
alterations, except that Landlord may withhold its consent to new or altered
openings (holes) in the roof, or placement of additional equipment on the roof,
as follows. Landlord may withhold its consent to new openings in the roof of
placement of additional equipment on the roof unless Landlord, in its sole
discretion, is satisfied that the risk of increased leakage or risk of more
frequent repairs or maintenance of the roof is acceptable to Landlord. Any new
or altered opening in the roof, or placement of additional equipment thereon,
shall be considered an alteration which requires the prior written consent of
Landlord. If within thirty (30) days after such plans and specifications are
submitted by Tenant to Landlord for such approval, Landlord shall have not given
Tenant notice of disapproval, stating the reason for such disapproval, such
plans and specifications shall be considered approved by Landlord. As a
condition of approval for such alterations, Landlord shall have the right to
require Tenant to furnish adequate bond or other security acceptable to Landlord
for performance of and payment for the work to be performed. At the end of this
lease, all such fixtures, equipment, additions and/or alterations (except trade
fixtures installed by Tenant) shall be and remain the property of Landlord,
provided, however, Landlord shall have the option to require Tenant to remove
any or all such fixtures, equipment, additions, and/or alterations and restore
the premises to the condition existing immediately prior to such change and/or
installation, normal wear and tear excepted, all at Tenant's cost and expense.
All work done by Tenant shall conform to appropriate city, county and state
building codes and health standards and OSHA standards and Tenant shall be
responsible for obtaining and paying for building permits.

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<PAGE>

     If any such work done by Tenant causes damage to the structural portion,
exterior finish or roof of the premises, then the costs of repair of such
damage, and of all further maintenance and repairs to such structural portion,
exterior finish or roof during the term of the lease shall thereafter be the
responsibility of Tenant.

     Neither Landlord's right of entry, nor any actual inspection by Landlord,
nor Landlord's actual knowledge of any alteration accomplished or in progress
shall constitute a waiver of Landlord's rights concerning alterations by Tenant.

     11.    MECHANIC'S LIENS. Tenant shall pay all costs for construction done
by it or caused to be done by it on the premises as permitted by this lease.
Tenant shall keep the building, other improvements and land of which the
premises are a part free and clear of all mechanic's liens resulting from
construction by or for Tenant. Tenant shall have the right to contest the
correctness or validity of any such lien if, immediately on demand by Landlord,
Tenant deposits with Landlord and/or any appropriate court or title insurance
company a bond or sum of money sufficient to allow issuance of title insurance
against the lien and/or to comply with the statutory requirements for discharge
of the lien found in (S) 38-22-130 and (S) 131, Colorado Revised Statutes, or
any successor statutory provision. Landlord shall have the right to require
Tenant's contractor(s), subcontractors and materialmen to furnish to both Tenant
and Landlord adequate lien waivers on work or materials paid for, in connection
with all periodic or final payments, by endorsement on checks, making of joint
checks, or otherwise, and Landlord shall have the right to review invoices prior
to payment. Landlord reserves the right to post notices on the premises that
Landlord is not responsible for payment of work performed and that Landlord's
interest is not subject to any lien.

     12.    UNIFORM SIGNS; NO "FOR RENT" SIGNS. It is Landlord's intent to
maintain uniformity of signs throughout the area where signs may be controlled
by Landlord. Tenant shall place no signs on the premises (except inside Tenant's
portion of the building on the premises) without prior written consent of
Landlord, which consent shall not be unreasonably withheld.

     Tenant may not put any signs on the premises indicating that the same are
for rent, or available for assignment or sublease, and may put no signs of real
estate brokers on the premises.

     13.    MAINTENANCE AND REPAIRS OF THE BUILDING; LANDLORD NOT LIABLE FOR
DAMAGE TO CONTENTS. Landlord shall be responsible for the prompt maintenance and
repairs of the structural portions, the roof and the exterior finish of the
building (other than glass) on the premises at the sole cost and expense of
Landlord; provided, however, that if any such maintenance or repairs are
necessitated solely by the acts of Tenant or its employees, agents, contractors,
sub-contractors, licensees, invitees or guests, Tenant shall reimburse Landlord
for the reasonable cost of same, as additional rent, to be paid within 30 days
after delivery of invoice. All other maintenance, repairs and replacements shall
be performed by Tenant, at its own expense, including all necessary maintenance,
repairs and replacements to pipes, plumbing systems, electrical systems, window
or other glass, doors, fixtures, interior decorations, and all other appliances
and appurtenances. Such repairs and replacements, interior and exterior,
ordinary as well as extraordinary, shall be made promptly, as and when
necessary, so that the premises are maintained in first class condition. All
such maintenance, repairs and replacements shall be in quality and class at
least equal to the original work. On default of Tenant in making such
maintenance, repairs or replacements, Landlord may, but shall not be required
to, make such repairs and replacements for Tenant's account, and the expense
shall constitute and be collectable as additional rent, together with interest
thereon as hereinafter provided.

     Notwithstanding the Landlord's obligations elsewhere set forth in this
lease, under no circumstances shall Landlord be liable for damage to the
contents of the building or consequential damages to Tenant resulting from roof
or window leaks or failure, or leakage of any water pipe or gas pipe, failure of
any communications system or alarm, failure or leakage or discharge by any
sprinkler system or other fire suppression system, power surges, power shortages
or outage, sewer failure or sewage backup, or failure or malfunction of any
heating or cooling system unless such damage arises from Landlord's gross
negligence or Landlord's breach of this Lease. The term "contents" shall
include, but shall not be

                                       6
<PAGE>

limited to, improvements made by Tenant, and data bases and other information
stored or contained in computers. hard or floppy disks, tapes, computer chips
and other memory or storage devices. The term "consequential damages" shall
include, but not be limited to, Tenant's inability to perform any contract on
which Tenant is bound, loss of sales, loss of profit, or loss of business
reputation or goodwill.

     14.    CONDITION UPON SURRENDER - RETURN OF KEYS. Tenant shall vacate the
premises in the same condition as when received, ordinary wear and tear
excepted, and shall remove all of Tenant's property, so that Landlord can
repossess the premises not later than noon on the day upon which this lease or
any extension hereof ends, whether upon notice, holdover or otherwise. The
Landlord shall have the same rights to enforce this covenant by ejectment and
for damages or otherwise as for the breach of any other conditions or covenant
of this lease. Upon termination of the lease, Tenant shall deliver to Landlord
keys which operate all locks on the exterior or interior of the premises,
including, without limitation, keys to locks on cupboards and closets. Tenant
shall retrieve all keys to the premises which Tenant has delivered to employees
or others, and include same with the keys delivered to Landlord.

     15.    CARE OF GROUNDS; STORAGE OUTSIDE THE BUILDING; NO WASTE; NO
NUISANCE; COMPLIANCE WITH LAWS; FUTURE RULES AND REGULATIONS. Tenant shall use
the premises for office, research and development, and other uses appurtenant
thereto, and occupancy is limited to 99 employees. Except as otherwise provided
herein, Tenant will maintain the grounds which are part of the premises, keeping
them free from accumulation of trash or debris and will be responsible for snow
removal up to two inches of snow. Tenant shall conform to all present and future
laws and ordinances of any governmental authority having jurisdiction over the
premises, and will make no use in violation of same. No outside storage shall be
allowed unless first approved by Landlord in writing and then only in such areas
as are designated as storage areas by Landlord. Tenant shall not commit or
suffer any waste on the premises. Tenant shall not permit any nuisance to be
maintained on the premises nor permit any disorderly conduct, noise or other
activity having a tendency to annoy or to disturb occupants of any other part of
the property of which the premises are a part and/or of any adjoining property.

     As part of a common scheme for orderly development, use and protection, of
its various properties and those properties adjacent to the premises, Landlord
may impose upon Tenant reasonable rules and regulations concerning parking and
vehicle traffic; locations at which deliveries are to be made and access
thereto; trash disposal; use of common areas such as recreation areas,
corridors, and sidewalks; signs and directories; use of communication wires or
cables which are used in common but which may be inadequate fully to serve all
the demands placed upon them; provided that such rules and regulations shall be
uniform in their application and shall not violate the express terms of this
lease elsewhere set forth.

     16.    LIABILITY FOR OVERLOAD. Tenant shall be liable for the cost of any
damage to the premises or the building or the sidewalks and pavements adjoining
the same which results from the movement of heavy articles or heavy vehicles or
utility cuts made by or on behalf of Tenant. Tenant shall not overload the
floors or any other part of the premises.

     17.    NO USE OF PREMISES IN VIOLATION OF INSURANCE POLICIES. Tenant shall
make no use of the premises which would void or make voidable any insurance upon
the premises.

     18.    INSURANCE.

            18.1    All Risk Insurance. Landlord shall keep the building and
improvements insured throughout the term of this lease against losses covered by
an "All Risk" policy, as defined in the insurance industry, which shall also
cover 1) loss of rental and 2) deposit of Hazardous Materials on the premises by
those acts of third parties which constitute vandalism. The deductible amount
shall not exceed $10,000. Landlord shall pay any premium on such policy and
Tenant shall reimburse Landlord for one hundred percent (100%) of the insurance
premium paid by Landlord. Such insurance premiums owed by Tenant shall be
considered additional rent and shall be due within ten (10) days after Landlord
has

                                       7
<PAGE>


delivered an invoice for the same. Landlord may purchase a single policy
covering buildings and grounds in addition to the premises. In that event, the
premium shall be allocated among the various covered buildings and the premises
in proportion to the number of square feet of building floor space in each area.

            18.2    General Liability Insurance. Tenant agrees to carry
comprehensive general liability insurance in the minimum total amount of ONE
MILLION Dollars ($1,000,000.00) for each occurrence of bodily injury and ONE
MILLION Dollars ($1,000,000.00) for each occurrence of property damage. Tenant
shall supply to Landlord certificates of insurance as provided in Paragraph
18.6. In the event Tenant fails to secure such insurance or to give evidence to
Landlord of such insurance by depositing with Landlord certificates as provided
below, Landlord may purchase such insurance in Tenant's name and charge Tenant
the premiums therefor. Bills for the premiums therefor shall be deemed and paid
as additional rent due within 10 days after delivery of invoice. The Landlord
shall be an additional named insured on the policy.

            18.3    Tenant improvements. Tenant agrees to carry insurance
covering all of Tenant's leasehold improvements, alterations, additions or
improvements, trade fixtures, merchandise and personal property from time to
time in, on or upon the premises, in an amount not less than one hundred percent
(100%) of the full replacement cost of such items from time to time during the
term of this lease, providing protection against any peril included within an
"All-Risk" policy. Any policy proceeds shall be used for the repair or
replacement of the property damaged or destroyed unless this lease shall cease
and terminate due to destruction of the premises as provided below.

            18.4    Other Insurance. Tenant agrees to carry insurance against
such other hazards and in such amounts as the holder of any mortgage or deed of
trust to which the lease is subordinate may require from time to time.

            18.5    Waiver of Subrogation. Landlord and Tenant grant to each
other on behalf of any insurer providing fire and extended insurance coverage to
either of them covering the premises, improvements thereon, and contents
thereof, a waiver of any right of subrogation or recovery of any payments of
loss under such insurance, such waiver to be effective so long as each is
empowered to grant such waiver under the terms of its insurance policy, and to
give all necessary notice of such waiver to its insurance carriers.

            18.6    Other Provisions Regarding Tenant's Insurance. All insurance
required of Tenant in this lease shall be effected under enforceable policies
issued by insurers of recognized good financial condition licensed to do
business in this State. At least fifteen (15) days prior to the expiration date
of any such policy, a certificate evidencing a new or renewal policy shall be
delivered by Tenant to Landlord. Within fifteen (15) days after the premium on
any policy shall become due and payable, Landlord shall be furnished with
satisfactory evidence of its payment. To the extent obtainable, all policies
shall contain an agreement that notwithstanding any act or negligence of Tenant
which might otherwise result in forfeiture of such insurance, such policies
shall not be canceled except upon ten (10) days prior written notice to
Landlord, and that the coverage afforded thereby shall not be affected by the
performance of any work in or about the premises.

     If Tenant provides any insurance required of Tenant by this lease in the
form of a blanket policy, Tenant shall furnish satisfactory proof that such
blanket policy complies in all respects with the provisions of this lease, and
that the coverage thereunder is at least equal to the coverage which would be
provided under a separate policy covering only the premises.

            18.7    Changes In Standard Policies. If the definition of insurance
industry policy language relating to "All-Risk" insurance or other term changes,
the insurance requirements hereunder shall be modified to conform to the
existing insurance industry language; however, the dollar amount of the
coverages required under this lease shall not be less than those existing at the
time of the effective beginning date of this lease.

                                       8

<PAGE>

     19.  FIRE REGULATIONS - TENANT RESPONSIBILITY. It shall be Tenant's sole
 and exclusive responsibility to meet all fire regulations of any governmental
 unit having jurisdiction over the premises to the extent such regulations
 affect Tenant's operations, at Tenant's sole expense.

     20.  REPLACEMENT OF BUILDING - CASUALTY DAMAGE. If the premises are damaged
 or destroyed by fire or other cause at any time after the date of commencement
 of this lease, Landlord shall proceed with due diligence to repair or restore
 the same to the same condition as existed before such damage or destruction,
 and as soon as possible thereafter will give possession to the Tenant of the
 premises without diminution or change of location. Provided, however, that in
 case of total destruction of the premises by fire, or in case the premises are
 so badly damaged that, in the opinion of the Landlord, it is not feasible to
 repair or rebuild the same, then, Landlord shall have the right to terminate
 this lease instead of rebuilding the improvements; provided, however, that
 Landlord shall give Tenant written notice of Landlord's intention to terminate,
 said notice to be served not later than thirty (30) days after the occurrence
 of the damage to the property. In the event the premises are rendered
 temporarily untenantable because of fire or other casualty, base monthly rent
 shall abate on the untenantable area until the premises are restored to their
 former condition, abatement to be based on the square feet of building floor
 space in the untenantable area compared to the total square feet of building
 floor space on the premises.

     21.  ENVIRONMENTAL MATTERS.

            21.1    Definitions.

                    21.1.1   Hazardous Material. Hazardous Material means any
                    substance:

            (a)     the presence of which requires investigation, notice or
remediation under any federal, state or local statute, regulation, ordinance,
order, action, policy or common law; or

            (b)     which is or becomes defined as a "hazardous material,"
"hazardous waste," "hazardous substance," "regulated substance," "pollutant" or
"contaminant" under any federal, state or local statute, regulation, rule or
ordinance or amendments thereto including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. (S)9601 et
seq.), Toxic Substances Control Act (15 U.S.C. (S)2601 et seq.), the Colorado
Underground Storage Tank Act (Colo. Rev. Stat (S)25-18-101 et seq.), and/or the
Resource Conservation and Recovery Act (42 U.S.C. (S)6901 et seq.); or

            (c)     which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, the State of Colorado or any
political subdivision thereof; or

            (d)     the presence of which on the premises causes or threatens to
cause a nuisance upon the premises or to adjacent properties or poses or
threatens to pose a hazard to the health or safety of persons on or about the
premises; or

            (e)     which contains gasoline, diesel fuel or other petroleum
hydrocarbons; or

            (f)     which contains polychlorinated biphenyls (PCBs), asbestos or
urea formaldehyde foam insulation; or

            (g)     radon gas.

            21.1.2  Environmental Requirements. Environmental Requirements means
all applicable present and future statutes, regulations, rules, ordinances,
codes, licenses, permits, orders, approvals, plans, authorizations, concessions,
franchises, and similar items, of all governmental agencies, departments,
commissions, boards, bureaus, or instrumentalities of the United States, states
and political

                                       9
<PAGE>

subdivisions thereof and all applicable judicial, administrative, and regulatory
decrees, judgments, and orders relating to the protection of human health or the
environment, including, without limitation:

            (a)     All requirements, including but not limited to those
pertaining to reporting, licensing, permitting, investigation, and remediation
of emissions, discharges, releases, or threatened releases of Hazardous
Materials, chemical substances, pollutants, contaminants, or hazardous or toxic
substances, materials or wastes whether solid, liquid, or gaseous in nature,
into the air, surface water, groundwater, or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of chemical substances, pollutants, contaminants, or
hazardous or toxic substances, materials, or wastes, whether solid, liquid, or
gaseous in nature; and

            (b)     All requirements pertaining to the protection of the health
and safety of employees or the public.

            21.1.3  Environmental Damages. Environmental Damages means all
claims, judgments, damages, losses, penalties, fines, liabilities (including
strict liability), encumbrances, liens, costs, and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement or judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorneys' fees and disbursements and consultants' and
witnesses' fees, any of which are incurred at any time as a result of the
existence of Hazardous Material upon, about, beneath the premises or migrating
or threatening to migrate to or from the premises, or the existence of a
violation of Environmental Requirements pertaining to the premises, including
without limitation:

            (a)     Damages for personal injury, or injury to property or
natural resources occurring upon or off of the premises, foreseeable or
unforeseeable, including, without limitation, lost profits, consequential
damages, the cost of demolition and rebuilding of any improvements on real
property, interest and penalties including but not limited to claims brought by
or on behalf of employees of Tenant;

            (b)     Fees incurred for the services of attorneys, consultants,
contractors, experts, laboratories and all other costs incurred in connection
with the investigation or remediation of such Hazardous Materials or violation
of Environmental Requirements including, but not limited to, the preparation of
any feasibility studies or reports or the performance of any cleanup,
remediation, removal, response, abatement, containment, closure, restoration or
monitoring work required by any federal, state or local governmental agency or
political subdivision or court, or reasonably necessary to make full economic
use of the premises and any other property in a manner consistent with its
current use or otherwise expended in connection with such conditions, and
including without limitation any attorneys' fees, costs and expenses incurred in
enforcing this agreement or collecting any sums due hereunder;

            (c)     Liability to any third person or governmental agency to
indemnify such person or agency for costs expended in connection with the items
referenced herein; and

            (d)     Diminution in the value of the premises and adjoining
property, and damages for the loss of business and restriction on the use of or
adverse impact on the marketing of rentable or usable space or of any amenity of
the premises and adjoining property.

            21.2    Tenant's Obligation to Indemnify, Defend and Hold Harmless.
Tenant, its successors, assigns and guarantors, agree to indemnify, defend,
reimburse and hold harmless the following persons from and against any and all
Environmental Damages arising from activities of Tenant or its employees,
agents, contractors, subcontractors, or guests, licensees, or invitees which (1)
result in the presence of Hazardous Materials upon, about or beneath the
premises or migrating to or from the premises, or (2) result in the violation of
any Environmental Requirements pertaining to the premises and the activities
thereon:

                                      10
<PAGE>

            21.2.1  Landlord:

            21.2.2  any other person who acquires an interest in the premises in
any manner, including but not limited to purchase at a foreclosure sale or
otherwise; and

            21.2.3  the directors, officers, shareholders, employees, partners,
agents, contractors, subcontractors, experts, licensees, affiliates, lessees,
mortgagees, trustees, heirs, devisees, successors, assigns, guests and invitees
of such persons.

            This obligation shall include, but not be limited to, the burden and
expense of the indemnified parties in defending all claims, suits and
administrative proceedings, including attorneys' fees and expert witness and
consulting fees, even if such claims, suits or proceedings are groundless, false
or fraudulent, and conducting all negotiations of any description, and paying
and discharging, when and as the same become due, any and all judgments,
penalties or other sums due against such indemnified persons, and all such
expenses incurred in enforcing the obligation to indemnify. Tenant, at its sole
expense, may employ additional counsel of its choice to associate with counsel
representing the indemnified parties.

            21.3    Tenant's Obligation to Remediate. Notwithstanding the
obligation of Tenant to indemnify Landlord pursuant to this agreement, Tenant
shall, upon demand of Landlord, and at its sole cost and expense, promptly take
all reasonable and necessary actions to remediate the premises which are
reasonably necessary to mitigate Environmental Damages or to allow full economic
use of the premises, or are required by Environmental Requirements, which
remediation is necessitated by the 1) introduction of a Hazardous Material upon,
about or beneath the premises or 2) a violation of Environmental Requirements,
either of which is caused by the actions of Tenant, its employees, agents,
contractors, subcontractors, guests, invitees or licensees. Such actions shall
include, but not be limited to, the investigation of the environmental condition
of the premises, the preparation of any feasibility studies, reports or remedial
plans, and the performance of any cleanup, remediation, containment, operation,
maintenance, monitoring or restoration work, whether on or off of the premises.
Tenant shall take all actions necessary to restore the premises in accordance
with applicable environmental regulations to the condition existing prior to the
introduction of Hazardous Material upon, about or beneath the premises,
notwithstanding any lesser standard of remediation allowable under applicable
law or governmental policies. All such work shall be performed by one or more
contractors, selected by Tenant and approved in advance and in writing by
Landlord. Tenant shall proceed continuously and diligently with such
investigatory and remedial actions, provided that in all cases such actions
shall be in accordance with all applicable requirements of governmental
entities. Any such actions shall be performed in a good, safe and workmanlike
manner and shall minimize any impact on the business conducted at the premises.
Tenant shall pay all costs in connection with such investigatory and remedial
activities, including but not limited to all power and utility costs, and any
and all taxes or fees that may be applicable to such activities. Tenant shall
promptly provide to Landlord copies of testing results and reports that are
generated in connection with the above activities, and copies of any
correspondence with any governmental entity related to such activities. Promptly
upon completion of such investigation and remediation, Tenant shall permanently
seal or cap all monitoring wells and test holes to industrial standards in
compliance with applicable federal, state and local laws and regulations, remove
all associated equipment, and restore the premises to the maximum extent
possible, which shall include, without limitation, the repair of any surface
damage, including paving, caused by such investigation or remediation hereunder.
Provided, however, that Tenant shall not be obligated to remediate environmental
damages which result from seepage of Hazardous Materials onto the premises from
adjacent property unless the presence on the adjacent property was caused by
Tenant or its employees, agents, contractors, subcontractors, guests, invitees
or licensees.

            21.4    Notification. If Tenant shall become aware of or receive
notice or other communication concerning any actual, alleged, suspected or
threatened violation of Environmental Requirements, or liability of Tenant for
Environmental Damages in connection with the premises or past or present
activities of any person thereon, or that any representation set forth in this
agreement is not or is no longer accurate, including but not limited to notice
or other communication concerning any actual or threatened investigation,
inquiry, lawsuit, claim, citation, directive, summons, proceeding, complaint,
notice, order, writ, or injunction, relating to same, then Tenant shall deliver
to Landlord, within ten days of

                                       11
<PAGE>

<PAGE>

the receipt of such notice or communication by Landlord, a written description
of said violation, liability, correcting information, or actual or threatened
event or condition, together with copies of any such notice or communication.
Receipt of such notice shall not be deemed to create any obligation on the part
of Landlord to defend or otherwise respond to any such notification or
communication.

            21.5    Negative Covenants.

            21.5.1  No Hazardous Material on Premises. Except in strict
compliance with all Environmental Requirements, Tenant shall not cause, permit
or suffer any Hazardous Material to be brought upon, treated, kept, stored,
disposed of, discharged, released, produced, manufactured, generated, refined or
used upon, about or beneath the premises by Tenant, its agents, employees,
contractors, subcontractors, guests, licensees or invitees, or any other person.
Tenant shall deliver to Landlord copies of all documents which Tenant provides
to any governmental body in connection with compliance with Environmental
Requirements with respect to the premises, such delivery to be contemporaneous
with provision of the documents to the governmental agency.

            21.5.2  No Violations of Environmental Requirements. Tenant shall
not cause, permit or suffer the existence or the commission by Tenant, its
agents, employees, contractors, subcontractors or guests, licensees or invitees,
or by any other person of a violation of any Environmental Requirements upon,
about or beneath the premises or any portion thereof.

            21.5.3  No Environmental or Other Liens. Tenant shall not create or
suffer or permit to exist with respect to the premises, any lien, security
interest or other charge or encumbrance of any kind, including without
limitation, any lien imposed pursuant to section 107(f) of the Superfund
Amendments and Reauthorization Act of 1986 (42 U.S.C. section 9607(l) or any
similar state statute to the extent that such lien arises out of the actions of
Tenant, its agents, employees, contractors, subcontractors or guests, licensees
or invitees.

            21.6    Landlord's Right to Inspect and to Audit Tenant's Records.
Landlord shall have the right in its sole and absolute discretion, but not the
duty, to enter and conduct an inspection of the premises and to inspect and
audit Tenant's records concerning Hazardous Materials at any reasonable time to
determine whether Tenant is complying with the terms of the lease, including but
not limited to the compliance of the premises and the activities thereon with
Environmental Requirements and the existence of Environmental Damages as a
result of the condition of the premises or surrounding properties and activities
thereon. If Landlord has reasonable cause to believe Tenant is in default with
respect to any of the provisions of this lease related to Hazardous Materials,
Environmental Requirements or Environmental Damages, then Landlord shall have
the right, but not the duty, to retain at the sole expense of Tenant an
independent professional consultant to enter the premises to conduct such an
inspection and to inspect and audit any public records or reports prepared by
or for Tenant concerning such compliance. Tenant hereby grants to Landlord the
right to enter the premises and to perform such tests on the premises as are
reasonably necessary in the opinion of Landlord to assist in such audits and
investigations. Landlord shall use reasonable efforts to minimize interference
with the business of Tenant by such tests inspections and audits, but Landlord
shall not be liable for any interference caused thereby.

            21.7    Landlord's Right to Remediate. Should Tenant fail to perform
or observe any of its obligations or agreements pertaining to Hazardous
Materials or Environmental Requirements, then Landlord shall have the right, but
not the duty, without limitation upon any of the rights of Landlord pursuant to
this agreement, to enter the premises personally or through its agents,
consultants or contractors and perform the same. Tenant agrees to indemnify
Landlord for the costs thereof and liabilities therefrom as set forth in
Paragraph 21.2.

            21.8    Landlord's Obilgation to Remediate. Landlord agrees to
remediate all Environmental Damages 1) caused by Landlord, its agents,
employees, contractors, subcontractors, guests, licensees or invitees, or 2) not
so caused but arising prior to Commencement Date hereof and not caused by
Tenant, its agents, employees, contractors, subcontractors, guests, licensees or
invitees.

                                      12

<PAGE>

            21.9    Landlord's Obligation to Indemnify, Defend and Hold Harmless
Concerning Environmental Matters. Landlord, its successors, assigns and
guarantors, agree to indemnify, defend, reimburse and hold harmless the
following persons from and against any and all Environmental Damages arising
from activities of Landlord or its employees, agents, contractors,
subcontractors or guests, licensees, invitees; or which occurred prior to the
Commencement Date (and were not caused by Tenant, its agents, employees,
contractors, subcontractors, guests, licensees or invitees) which (1) result in
the presence of Hazardous Materials upon, about or beneath the premises or
migrating to or from the premises, or (2) result in the violation of any
Environmental Requirements pertaining to the premises and the activities
thereon:

            21.9.1  Tenant:

            21.9.2  the directors, officers, shareholders, employees, partners,
agents, contractors, subcontractors, experts, licensees, affiliates, lessees,
mortgagees, trustees, heirs, devisees, successors, assigns and invitees of
Tenant.

            This obligation shall include, but not be limited to, the burden and
expense of the indemnified parties in defending all claims, suits and
administrative proceedings, including attorneys' fees and expert witness and
consulting fees, even if such claims, suits or proceedings are groundless, false
or fraudulent, and conducting all negotiations of any description, and paying
and discharging, when and as the same become due, any and all judgments,
penalties or other sums due against such indemnified persons, and all such
expenses incurred in enforcing the obligation to indemnify. Landlord, at its
sole expense, may employ additional counsel of its choice to associate with
counsel representing Tenant.

            21.10   Survival of Environmental Obligations. The obligations of
Landlord and Tenant as set forth in Paragraph 21 and all of its subparagraphs
shall survive termination of this lease.

     22.  ENTRY BY LANDLORD. Landlord, or its authorized representative, and/or
any lender or prospective lender, shall have the right to enter the premises
during the lease term at all reasonable times during usual business hours for
purposes of inspection, and/or the performance of any maintenance, repairs or
replacement therein. Landlord shall give Tenant such advance notice of entry as
is reasonable in light of the purpose for the entry. Landlord shall have the
right to enter the premises and show the same to a prospective tenant during the
last 180 days of this lease or any extended term, unless the term shall have
been extended by mutual written agreement or delivery of notice of exercise of
any option to extend.

     23.  DEFAULT - REMEDIES OF LANDLORD.

            23.1    Default Defined. Any one or more of the following events
(each of which is herein sometimes called "event of default") shall constitute a
default:

            23.1.1  Tenant defaults in the due and punctual payment of any rent,
taxes, tax deposits, insurance premiums, maintenance fees or other sums required
to be paid by Tenant under this lease when and as the same shall become due and
payable and such default shall continue for five (5) days;

            23.1.2  Tenant abandons the premises;

            23.1.3  Tenant defaults in the performance of or compliance with any
of the covenants, agreements, terms and conditions contained in this lease other
than those referred to in the foregoing Paragraph 23.1.1, and such default shall
continue for a period of 30 days after written notice thereof from Landlord to
Tenant, and shall not be cured as permitted by Paragraph 23.9;

            23.1.4  Tenant files a voluntary petition in bankruptcy or is
adjudicated a bankrupt or insolvent, or takes the benefit of any relevant
legislation that may be in force for bankrupt or insolvent debtors or files any
petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under any
present or future federal, state or

                                      13
<PAGE>

other statute, law or regulation, or proceedings are taken by Tenant under any
relevant Bankruptcy Act in force in any jurisdiction available to Tenant, or
Tenant seeks or consents to or acquiesces in the appointment of any trustee,
receiver or liquidator of Tenant or of all or any substantial part of its
properties or of the premises, or makes any general assignment for the benefit
of creditors;

            23.1.5  A petition is filed against Tenant seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future federal, state or other statute,
law or regulation, and shall remain undismissed for an aggregate of 120 days, or
if any trustee, receiver or liquidator of Tenant or of all or any substantial
part of its properties or of the premises is appointed without the consent or
acquiescence of Tenant and such appointment remains unvacated for an aggregate
of 20 days.

            23.2    Landlord's Remedies in the Event of Default. In the event of
any event of default, Landlord shall have the option, without further notice to
Tenant or further demand for performance exercise any one or more of the
following remedies (and any other remedy available at law or in equity):

                    23.2.1    If Tenant has been late in payment of rent or
other sums due on four or more occasions during any period of one year,
Landlord, without terminating this lease, may 1) require that all future
payments be made by bank cashier's check, and/or 2) require an additional
security deposit in the amount of the then-current base rent for two months,
and/or 3) require that rent for each month be paid on or before the 15th day of
the preceding month. Such requirement shall be imposed by Landlord's written
notice delivered to Tenant. The additional security deposit shall be paid within
10 days after delivery of the notice. The Landlord may or may not exercise the
remedies provided in this Paragraph 23.2.1, in its sole discretion. The exercise
of the remedies provided in this Paragraph 23.2.1 shall not be required prior to
the exercise of any other available remedy.

                    23.2.2    Without obligation to seek a new tenant, to
institute suit against Tenant to collect each installment of rent or other sum
as it becomes due or to enforce any other obligation under this lease even
though the premises be left vacant.

                    23.2.3    As a matter of right, to procure the appointment
of a receiver for the premises by any court of competent jurisdiction upon ex
parte application and without notice, notice being hereby expressly waived. All
rents, issues and profits, income and revenue from the premises shall be applied
by such receiver to the payment of the rent, together with any other obligations
of the Tenant under this lease.

                    23.2.4    To re-enter and take possession of the premises
and all personal property therein and to remove Tenant and Tenant's agents and
employees therefrom, and either:

                              1) terminate this lease and sue Tenant for damages
for breach of the obligations of Tenant to Landlord under this lease; or

                              2) without terminating this lease, relet, assign
or sublet the premises and personal property, as the agent and for the account
of Tenant in the name of Landlord or otherwise, upon the terms and conditions
Landlord deems fit with the new Tenant for such period (which may be greater or
less than the period which would otherwise have constituted the balance of the
term of this lease) as Landlord may deem best and collect any rent due upon any
such reletting. In this event, the rents received on any such reletting shall be
applied first to the expenses of reletting and collecting, including, without
limitation, all repossession costs, reasonable attorneys' fees, and real estate
brokers' commissions, alteration costs and expenses of preparing said premises
for reletting, and thereafter toward payment of the rental and of any other
amounts payable by Tenant to Landlord. If the sum realized shall not be
sufficient to pay the rent and other charges due from Tenant, then within five
days after demand, Tenant will pay to Landlord any deficiency as it accrues.
Landlord may sue therefor as each deficiency shall arise if Tenant shall fail to
pay such deficiency within the time limited.

            23.3    Tenant to Surrender Peaceably. In the event Landlord elects
to re-enter or take possession of the premises, Tenant shall quit and peaceably
surrender the premises to Landlord, and

                                      14
<PAGE>

Landlord may enter upon and re-enter the premises and possess and repossess
itself thereof, by force, summary proceedings, ejectment or otherwise, and may
dispossess and remove Tenant and may have, hold and enjoy the premises and the
right to receive all rental income of and from the same.

            23.4    No Termination by Re-Entry. No re-entry or taking of
possession by Landlord shall be construed as an election on Landlord's part to
terminate or accept surrender of this lease unless Landlord's written notice of
such intention is delivered to Tenant.

            23.5    Injunction. In the event of any breach by Tenant of any of
the agreements, terms, conditions or covenants contained in this lease,
Landlord, in addition to any and all other rights, shall be entitled to enjoin
such breach and shall have the right to invoke any right and remedy allowed at
law or in equity or by statute or otherwise for such breach as though re-entry,
summary proceedings, and other remedies were not provided for in this lease.

            23.6    Remedies Listed are Cumulative and Non-Exclusive. The
enumeration of the foregoing remedies does not exclude any other remedy, but all
remedies are cumulative and shall be in addition to every other remedy now or
hereafter existing at law or in equity, including, but not limited to, the
remedies provided in Paragraph 24 concerning Landlord's security interest in
Tenant's personalty and Landlord's right to remove same.

            23.7    Interest on Sums Past Due. In addition to the late charge
which is elsewhere established, all rent and all other amounts due from Tenant
hereunder shall bear interest at the rate of the national prime rate plus five
(5) percent per annum, provided that this shall in no way limit, lessen or
affect any claim for damages by Landlord for any breach or default by Tenant.

            23.8    Attorneys' Fees. Reasonable attorneys' fees, expert witness
fees, consulting fees and other expenses incurred by either party by reason of
the breach by either party in complying with any of the agreements, terms,
conditions or covenants of this lease shall constitute additional sums to be
paid to the prevailing party on demand.

            23.9    Time to Cure Certain Non-Monetary Defaults. In the event of
any default other than failure to pay a sum of money, for which notice has been
given as provided herein, which because of its nature can be cured but not
within the period of grace heretofore allowed, then such default shall be deemed
remedied, if the correction thereof shall have been commenced within said grace
period or periods and shall, when commenced, be diligently prosecuted to
completion.

            23.10   Landlord Default If Landlord is in default under any of its
obligations and the default continues for thirty (30) days after written notice
from Tenant (subject to extension pursuant to 23.9), Tenant may pursue all
remedies at law or in equity. Tenant may, but shall not be required to, correct
such default for the Landlord's account , and the expense shall be promptly paid
within ten (10) days by Landlord; however, in no event shall Tenant have the
right to rental abatement, offset of expenses against rental, or the right to
terminate this lease, subject to Tenant's legal or equitable remedies.

     Tenant may not offset any sum due or assertedly due from Landlord to Tenant
against any sum due from Tenant to Landlord.

     Tenant agrees that if Tenant obtains a judgment against Landlord arising
out of Landlord's obligations under this lease, such judgment may be satisfied
only by execution and sale of Landlord's interest in the premises leased hereby
or applicable insurance proceeds. Tenant may not seek execution against other
property of Landlord, nor pursue any judgment, execution or other remedy against
the partners or other owners of Landlord or any of their property. Immediately
upon receipt of Landlord's written request, Tenant will release any property
(other than the premises leased hereby) from the lien of any judgment obtained
by Tenant against Landlord arising out of Landlord's obligations under this
lease.

     24.    LANDLORD'S SECURITY INTEREST IN TENANTS PERSONAL PROPERTY:
LANDLORD'S RIGHT TO REMOVE SAME. As security for its obligations under this
lease, Tenant grants

                                      15
<PAGE>

to Landlord a security interest in all the personal property and fixtures of
Tenant now or subsequently located upon the premises (the collateral). The
security interest shall attach to the collateral at such time (but not before)
when Tenant fails to pay to Landlord any fixed sum of money due to Landlord
pursuant to this lease and only after Landlord has given Tenant notice of the
default and the default has remained uncured for thirty (30) days. Concurrently
with signature hereof (or at such later time when Landlord may demand same),
Tenant will sign and deliver to landlord financing statements properly
evidencing the security interest in the personal property located in or about
the Premises, in customary short form suitable for filing with the. Secretary of
State of the State of Colorado and with the Boulder County Clerk and Recorder.
The financing statements shall not be filed prior to the date when the security
interest attaches to the collateral. In the event of default by Tenant, and
after attachment of the security interest to the collateral, Landlord may
exercise all rights and remedies available to the holders of security interests
under the Uniform Commercial Code as in effect in the State of Colorado.

     Landlord shall not be obligated to exercise any such remedy, however, and
at Landlord's sole election, Landlord may forego exercise of its rights under
the security agreement and proceed to remove, or have the appropriate
governmental agencies remove, all of Tenant's property from the premises and
leave same on any public street or landfill at Tenant's sole risk. The cost of
any such removal shall be paid by Tenant to Landlord upon demand.

     25.    LEGAL PROCEEDINGS AGAINST TENANT BY THIRD PARTIES: TENANT TO PAY
LANDLORD'S FEES. In the event of any proceeding at law or in equity wherein
Landlord, without being in default as to its covenants under the terms hereof,
shall be made a party to any litigation by reason of Tenant's interest in the
premises, or, in the event Landlord shall be required to commence any legal
proceedings relating to the premises and Tenant's occupancy thereof and
Tenant's relation thereto, Landlord shall be allowed and Tenant shall be liable
for and shall pay all reasonable costs and expenses incurred by Landlord,
including reasonable attorneys' fees, expert witness fees and consultant's fees.

     26.    INDEMNIFICATION BY TENANT AND BY LANDLORD. The Tenant shall
indemnify and save harmless Landlord of and from liability for damages or claims
against Landlord, including costs, attorneys' fees and expenses of Landlord in
defending against the same, on account of injuries to any person or property, if
the injuries are caused by the negligence or willful misconduct of Tenant, its
agents, servants or employees, or of any other person entering upon the premises
under express or implied invitation of Tenant or if such injuries are the result
of the violation by Tenant, its agents, servants, or employees, of laws,
ordinances, other governmental regulations, or of the terms of this lease.

     The Landlord shall indemnify and save harmless Tenant of and from liability
for damages or claims against Tenant, including costs, attorneys' fees and
expenses of Tenant in defending against the same, on account of injuries to any
person or property, if the injuries are caused by the negligence or willful
misconduct of Landlord, its agents, servants or employees, or of any other
person entering upon the premises under express or implied invitation of
Landlord or where such injuries are the result of the violation by Landlord, its
agents, servants or employees, of laws, ordinances, other governmental
regulations, or of the terms of this lease.

     Landlord provides recreation facilities for the use of employees of Tenant
and other occupants within the property developed by Landlord, which property
presently includes LONG'S PEAK INDUSTRIAL PARK, FIRST, SECOND and THIRD FILINGS,
and portions of ST. VRAIN CENTRE, both in the City of Longmont and County of
Boulder, Colorado, and will include such additional property in the immediate
vicinity thereof as may be developed by Landlord. The term "recreation
facilities" includes, at present, a fitness trail with 34 exercise stations,
volleyball courts, basketball courts, and a park, and will include such
additional facilities as Landlord may provide.

     Tenant shall indemnify and save harmless Landlord of and from Liability for
damages or claims against Landlord, including costs, attorneys' fees and
expenses of Landlord in defending against the same, on account of any injury to
(or death of) an employee of Tenant arising out of use of the recreation
facilities.

                                      16
<PAGE>

     27.    ASSIGNMENT OR SUBLETTING. Tenant shall not assign, mortgage, or
encumber this lease, nor sublet or permit the premises or any part thereof to be
used by others, without the prior written consent of Landlord in each instance.

     In connection with an assignment, sublease or encumbrance Landlord may
require the submittal of detailed financial information about the prospective
subtenant or assignee, to be reviewed by Landlord, and may require a guarantee
of the obligations of the prospective subtenant or assignee, and may require
detailed financial information about the guarantor, to be reviewed by Landlord;
and there may be alterations to this lease and alterations to the building which
are necessary to consummate the transaction. The Landlord may require Tenant or
the prospective assignee or sub-tenant to pay for the alterations to the
building, and may require that Landlord perform same. In addition, Landlord may
charge a fee of two percent of base rent for the first five years of the lease,
due in full upon Landlord's consent, as payment to Landlord for such
investigations, lease alterations and similar matters. No two percent fee will
be charged in connection with an assignment or sublease to an assignee or
subtenant who is "affiliated" with Tenant. "Affiliated" means under common
voting control, directly or indirectly.

     A sale or transfer of control of a majority of the votes which may be cast
to elect Tenant's board of directors or other governing body shall be deemed to
be an assignment of this lease, requiring Landlord's consent if the sale or
transfer is essentially accomplished in a single transaction.

     If this lease is assigned, or if the premises or any part thereof is
sublet, or occupied by anyone other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, sub-tenant, or occupant and apply the
net amount collected against all rent herein reserved. No such assignment,
subletting, occupancy, or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, sub-tenant, or occupant as tenant, or a
release of Tenant from further performance by Tenant of the covenants in this
lease. The consent by Landlord to an assignment or subletting shall not be
construed to relieve Tenant (or any subsequent tenant) from obtaining the
consent in writing of Landlord to any further assignment or subletting.

     28.    LANDLORD'S WARRANTY OF TITLE: QUIET ENJOYMENT . Landlord covenants
it has good right to lease the premises in the manner described herein and that
Tenant shall peaceably and quietly have, hold, occupy, and enjoy the premises
during the term of the lease; except as provided in Paragraph 31 concerning
subordination to mortgage lenders.

     29.    ADDITIONAL DEVELOPMENT OF PROPERTY - RIGHTS OF LANDLORD. Landlord
does reserve, during the term of this lease, the right to go upon and deal with
the premises or part thereof for the purpose of implementing a common
development plan for the project of which the premises are a part, and to
install non-exclusive sidewalks, paths, roadways and other street improvements
for use by vehicles, pedestrians, and for parking; to undertake such drainage
programs to handle underground and surface drainage water and to make any other
changes and/or improvements as Landlord shall deem advisable in the exercise of
its sole discretion; provided, however, any such action by Landlord shall not
unreasonably interfere with the rights of Tenant hereunder.

     30.    GOVERNMENTAL ACQUISITION OF THE PREMISES. The parties agree that
Landlord shall have sole and exclusive authority to negotiate and settle all
matters pertaining to the acquisition of all or part of the premises by a
governmental agency by eminent domain or threat thereof (condemnation), and to
convey all or any part of the premises under threat of condemnation, and the
lease shall terminate as to any area so conveyed. It is agreed that any
compensation for land and/or buildings to be taken whether resulting from
negotiation and agreement or condemnation Proceedings, shall be the exclusive
property of Landlord, and that there shall be no sharing whatsoever between
Landlord and Tenant of any such sum. Such taking of property shall not be
considered as a breach of this lease by Landlord, nor give rise to any claims in
Tenant for damages or compensation from Landlord. Tenant may separately claim
and recover from the condemning authority the value of any personal property
owned by Tenant which is taken, and any relocation expenses owed to Tenant by
the condemning authority. If the taken portion of the premises consists only of
areas where no building is constructed, and the land area of the premises is
reduced by less than ten percent, and the parking area available for use by
Tenant is reduced by less than five percent, and there is no material change in
Tenant's access to the premises,

                                       17
<PAGE>

then there shall be no change in the terms of the lease. If no building area is
taken but the foregoing limits on parking area reductions are exceeded, then
Tenant may terminate the lease unless Landlord provides sufficient reasonably
adjacent parking area so that the total available parking area is reduced by
less than five percent. It any portion of the building on the premises is taken,
then Landlord, at its election, may replace the square footage taken with space
in the same building, or may provide land and building area essentially the same
as the premises in a reasonably adjacent location, within 10 days after the
conveyance or taking, under the same terms and conditions as contained in this
lease, and this lease shall be in full force and effect as to the new premises.
If Landlord does not so provide reasonable space, then Tenant shall have two
options. First, Tenant may terminate the lease by written notice delivered to
Landlord within 60 days after the conveyance or taking. Second, Tenant may
retain the remaining portion of the premises, under all the terms and conditions
hereof, but the base rental shall be reduced in proportion to the number of
square feet of building floor space taken compared to the number of square feet
of building floor space on the premises prior to the taking.

     31.    SUBORDINATION OF THE LEASEHOLD TO MORTGAGES. This lease shall be
subject and subordinate in priority at all times to the lien of any existing
and/or hereafter executed mortgages and trust deeds encumbering the premises.
Although no instrument or act on the part of Tenant shall be necessary to
effectuate such subordination, Tenant will execute and deliver such reasonable
instruments subordinating this lease to the lien of any such mortgages or trust
deeds as may be desired by the mortgagee or holder of such trust deeds. Tenant
hereby appoints Landlord as his attorney in fact, irrevocably, to execute and
deliver any such instrument for Tenant. Tenant further agrees at any time and
from time to time upon not less than ten (10) days prior written request by
Landlord, to execute, acknowledge, and deliver to Landlord an estoppel affidavit
in form acceptable to Landlord and the holder of any existing or contemplated
mortgage or deed of trust encumbering the premises. Tenant's failure to deliver
such statement within such time shall be conclusive upon Tenant (1) that this
lease is in full force and effect, without modification except as may be
represented by Landlord; (2) that there are no uncured defaults in Landlord's
performance; and (3) that not more than one (1) month's rent has been paid in
advance. Further, upon request, Tenant shall supply to Landlord a corporate
resolution certifying that the party signing this statement on behalf of Tenant
is properly authorized to do so, if Tenant is a corporation. Tenant agrees to
provide Landlord within ten business days of Landlord's request, Tenant's most
recently completed financial statements and such other financial information as
reasonably requested by Landlord in order to verify Tenants financial condition
to satisfy requirements of Landlord's existing or contemplated lender or
mortgagee.

     Tenant agrees with lender and Landlord that if there is a foreclosure of
any such mortgage or deed of trust and pursuant to such foreclosure, the Public
Trustee or other appropriate officer executes and delivers a deed conveying the
premises to the lender or its designee, or in the event Landlord conveys the
premises to the lender or its designee in lieu of foreclosure upon receipt of
written notice from Landlord, Tenant will attorn to such grantee of the
premises, rather than to Landlord, to perform all of Tenant's obligations under
the lease, and Tenant shall have no right to terminate the lease by reason of
the foreclosure or deed given in lieu thereof.

     Landlord will use its best efforts to include in the terms of any mortgage
or deed of trust on the premises a provision that if Tenant is not in default
under the terms of this lease and Tenant is then in possession of the premises,
Tenant's rights of quiet enjoyment arising out of the lease shall not be
affected or disturbed by lender in the event of a default by Landlord and any
sale of the premises through foreclosure of any deed of trust or otherwise.

     32.    MEMORANDUM OF LEASE - RECORDING. This lease shall not be recorded in
the office of the County Clerk and Recorder of Boulder County, except by
Landlord as a financing statement. In order to effect public recordation, the
parties hereto may, at the time this lease is executed, agree to execute a
Memorandum of lease incorporating therein by reference the terms of this lease,
but deleting therefrom any expressed statement or mention of the amount of rent
herein reserved, which instrument may be recorded by either party in the office
of the Clerk and Recorder of Boulder County.

                                       18
<PAGE>

     33.    NO WAIVER OF BREACH; ACCEPTANCE OF PARTIAL PAYMENTS OF RENT. No
assent, or waiver expressed or implied, or failure to enforce, as to any breach
of any one or more of the covenants or agreements herein shall be deemed or
taken to be a waiver of any succeeding or additional breach.

     Payment by Tenant or receipt by Landlord of an amount less than the rent or
other payment provided for herein shall not be deemed to be other than a payment
on account of the earliest rent then due, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment of rent be deemed
an accord and satisfaction, and Landlord may accept such check or other payment
without prejudice to Landlord's right to recover the balance of all rent then
due, and/or to pursue any or all other remedies provided for in this lease, in
law, and/or in equity including, but not limited to, eviction of Tenant.
Specifically, but not as a limitation, acceptance of a partial payment of rent
shall not be a wavier of any default by Tenant.

     34.    CONTROLLING LAW. The lease, and all terms hereunder shall be
governed by the laws of the State of Colorado, exclusive of its conflicts of
laws rules.

     35.    INUREMENTS. The covenants and agreements herein contained shall bind
and inure to the benefit of Landlord and Tenant and their respective successors.
This lease shall be signed by the parties in duplicate, each of which shall be a
complete and effective original lease.

     36.    TIME. Time is of the essence in this lease in each and all of its
provisions in which performance is a factor.

     37.    ADDRESSES; EMPLOYER IDENTIFICATION NUMBERS; METHOD OF GIVING NOTICE.
The street address of Landlord is 1960 Industrial Circle, Longmont, CO 80501.
The mailing address of Landlord is P. 0. Box 1937, Longmont, CO 80502-1937. All
payments, notices and communications which are sent to Landlord via United
States mail shall be addressed to the mailing address. Only payments, notices
and communications which are hand delivered or delivered by private courier
service shall be addressed to the street address.

Tenant's street address is 1900 Pike Road, Longmont, Colorado, 80501. Tenant's
mailing address is 1900 Pike Road, Longmont, Colorado, 80501. Any notice to
Tenant may be delivered to the above addresses or to the premises,

     Landlord's current fax number is (303) 776-4946. Tenant's current fax
number is________. Any written notice required hereby may be delivered by fax,
U.S. mail, private courier service, or hand delivery. Notice shall be effective
at time of delivery to the address or fax number shown.

     Either party may change its street or mailing address, or fax number, for
purposes hereof, by written notice delivered to the other. The federal employer
identification number of Landlord is 84 0954 078. The federal identification
number of Tenant is 31-1420852.

     38.    PARAGRAPH HEADINGS; GRAMMAR. All paragraph headings are made for the
purposes of ease of location of terms and shall not affect or vary the terms
hereof. Throughout this lease, wherever the words, "Landlord" and "Tenant" are
used they shall include and imply to the singular, plural, persons both male and
female, and all sorts of entities and in reading said lease, the necessary
grammatical changes required to make the provisions hereof mean and apply as
aforesaid shall be made in the same manner as though originally included in said
lease.

     39.    ADDITIONAL PROVISIONS.

                    39.1     FLEXIBILITY CLAUSE. In the event Tenant's
requirement for space increases or decreases during the term of this lease,
including any extended term thereof, Tenant may notify Landlord of its adjusted
space requirement, in which event Landlord shall, within 120 days after such
notice, increase or decrease the square footage available to Tenant so as to
reasonably meet the Tenants new needs (as is reasonably devisable by Landlord),
either using the premises or other comparable space

                                       19
<PAGE>

of Landlord reasonably acceptable by Tenant. Tenant may not decrease space in
existing premises leased from the Landlord and lease space in Boulder County
owned by a third party, unless the Landlord cannot accommodate the Tenant's
overall space requirements. In such event, Landlord and Tenant shall amend this
lease accordingly, or enter into a new lease upon rental rates and other terms
which are similar to those of this Lease and reasonably acceptable to both
parties and terminate this lease. Tenant may exercise the right described in
this paragraph multiple times, but not more than once in any twelve month
period. Not withstanding language to the contrary that might be found elsewhere
in this lease, the Tenant will be allowed to exercise the right described in
this paragraph without incurring of cost or other penalties sometimes associated
with early terminations, Tenant will be expected to return the premises to
Landlord pursuant to the terms and conditions of Paragraph 14 of this Lease
Agreement.

            39.2    EXPANSION. Tenant shall have the option to expand into the
expansion area One, as detailed on attached Exhibit A, of approximately 3,965
square feet. At the time the Tenant physically occupies expansion area One, the
Tenant shall agree to pay additional Base Rent on expansion area One at the
lease rate then in effect and the Operating Expenses applicable thereto.
Subsequent or concurrent to exercising the expansion option on expansion area
one, the Tenant shall have the right to occupy expansion area Two containing
approximately 3,600 square feet as shown on Exhibit A. At the time the Tenant
physically occupies expansion area Two, the Tenant shall agree to pay additional
Base Rent on expansion area Two at the lease rate then in effect and the
Operating Expenses applicable thereto.

            39.3    TERMINATION RIGHT. If in the event, the Tenant ceases
business operations, the Tenant shall have the right to terminate the Lease by
providing the Landlord sixty (60) days written notice and meeting all the lease
terms and obligations up to the date of termination.

            39.4    ADDITIONAL DAMAGES. Tenant shall not be responsible for any
of Landlord's damages which could not have been forseen by someone experienced
and knowledgeable in the construction, leasing and sale of commercial real
estate at the time of the breach.


     IN WITNESS WHEREOF, the Parties have executed this lease as of the date
hereof.

LANDLORD:                      PRATT LAND LIMITED LIABILITY COMPANY
                               A Colorado Limited Liability Company

                               By /s/  Susan M. Pratt
                                  ------------------------------
                                  Susan M. Pratt, Manager


TENANT:                        EARTHWATCH, INC.

                               By /s/  Richard N. Herring
                                  ---------------------------------
                                  Dr. Richard N. Herring, President


                                      20
<PAGE>

STATE OF COLORADO  )
                   )ss.
COUNTY OF BOULDER  )

The foregoing instrument was acknowledged before me this 5th day of April,
1995 by Susan Pratt, Manager, Pratt Land Limited Liability Company.

Witness my hand and official seal.

My commission expires:  May 3, 1997
                        -----------

                                   /s/ Elizabeth H. Olson
                                   ----------------------
                                   Notary Public




STATE OF COLORADO  )
                   )ss.
COUNTY OF BOULDER  )

The foregoing instrument was acknowledged before me this ____ day of March, 1995
by Dr. Richard N. Herring, President, EarthWatch, Inc.

Witness my hand and official seal.

My commission expires: ____________

                                   _______________________
                                   Notary Public

                                      21
<PAGE>

                                   EXHIBIT A

                                ["FLOOR PLAN"]

<PAGE>

                                   EXHIBIT B

                                ["FLOOR PLAN"]

<PAGE>

LEASE EXHIBIT A

<PAGE>

["FLOOR PLAN"]

LEASE EXHIBIT A

<PAGE>

                          ADDENDUM TO LEASE AGREEMENT

     This Addendum is made this 29th day of February, 1996, by and between Pratt
Land, LLC, a Colorado limited liability company, (hereinafter referred to as
"Landlord") and Earthwatch, Incorporated, (hereinafter referred to as "Tenant").

     WITNESSETH:

     WHEREAS, the parties hereto entered into that certain Lease Agreement
(hereinafter referred to as "Lease") dated the 5th day of April, 1995, for
property commonly known as: Suites A & B of 1900 Pike Road, in the City of
Longmont, County of Boulder, State of Colorado.

     NOW THEREFORE, in consideration of good and valuable consideration,
including the mutual covenants hereinafter set forth, the parties hereto agree
to amend the above-described Lease as follows:

     1.     Expansion of Premises. Pursuant to Paragraph 39.2 of the Lease, as
of February 8, 1996 Tenant expanded into areas One and Two containing
approximately 7,565 square feet (hereinafter referred to as "Expansion
Premises"). Tenant agrees to pay additional Base Rent and the Operating Expenses
applicable to Expansion Area. With the Expansion Premises Landlord hereby leases
unto Tenant 30,040 square feet.

     2.     Adjustment of Base Rent. Pursuant to Paragraph 39.2, Expansion, and
Paragraph 4, Rent, of the Lease, the monthly Base Rent shall be increased to
Twenty Seven Thousand Five Hundred Thirty-six and 66/100ths Dollars ($27,536.66)
in advance on the first day of the month during the term hereof.

     3.     Confirmation of Lease Agreement. Except as amended herein, the Lease
shall remain in full force and effect as originally executed.

     IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
this date first written above.


LANDLORD:                               TENANT:

PRATT LAND, LLC                         EARTHWATCH, INC.

By: /s/ Susan M. Pratt                  By: /s/ Richard N. Herring
    ---------------------------             -------------------------------
    Susan M. Pratt, Manager                 Dr. Richard N. Herring,
                                            President

<PAGE>

                          ADDENDUM TO LEASE AGREEMENT

     This Addendum is made this       day of June 1996, by and between Pratt
Land, LLC, a Colorado limited liability company, (hereinafter referred to as
"Landlord") and EarthWatch, Incorporated (hereinafter referred to as "Tenant").

     WITNESSETH:

     WHEREAS, the parties hereto entered into that certain Lease Agreement
(hereinafter referred to as "Lease") dated the 5th day of April, 1995, for
property commonly known as: Suites A & B of 1900 Pike Road, in the City of
Longmont, County of Boulder, State of Colorado.

     WHEREAS, the parties amended said Lease by Addendum to Lease Agreement
dated the 29th day of February, 1996, to allow for Tenant's occupancy of the
Expansion Premises (7,565 square feet), bringing the total space leased to
30,040 square feet.

     NOW THEREFORE, in consideration of good and valuable consideration,
including the mutual covenants hereinafter set forth, the parties hereto agree
to further amend the above-described Lease as follows:

     1.     Expansion of Premises. Tenant shall additionally expand into Suite D
containing approximately 15,374 square feet. Tenant agrees to pay additional
Base Rent and Operating Expenses applicable to Suite D, commencing upon Tenant's
occupancy of same. Including Suite D, Landlord hereby leases unto Tenant a total
of 45,414 square feet.

     2.     Adjustment of Base Rent. The monthly Base Rent shall be increased by
Eleven Thousand Five Hundred Thirty and 50/100ths Dollars ($11,530.50). The
total current monthly Base Rent, subject to future escalations, will be Forty
Thousand One Hundred Thirteen and 55/100ths Dollars ($40,113.55).

     3.     Financial Incentive. Tenant shall pay the sum of Twenty Five
Thousand Dollars ($25,000.00) to Landlord, on or before 1 July 1996, as an
incentive to cause the current tenant of Suite D to vacate.

     4.     Confirmation of Lease Agreement. Except as amended herein, the Lease
shall remain in full force and effect as originally executed.

     IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
this date first written above.


LANDLORD:                                TENANT:
PRATTLAND, LLC                           EARTHWATCH, INC.

By: /s/ Martin W. McElwain               By: /s/ Richard N. Herring
    ----------------------------             --------------------------
      Martin W. McElwain                      Dr. Richard N. Herring,
      Marketing Manager                        President
<PAGE>

                          ADDENDUM TO LEASE AGREEMENT



            This Addendum is made this 20th day of April, 1998, by and between
Pratt Land, LLC, (hereinafter referred to as "Landlord") and EarthWatch,
Incorporated (hereinafter referred to as "Tenant").


            WITNESSETH:

            WHEREAS, the parties hereto entered into that certain Lease
Agreement (hereinafter referred to as "Lease") dated the 5th day of April, 1995,
for property commonly known as: Suites A & B of 1900 Pike Road, in the City of
Longmont, County of Boulder, State of Colorado.

            WHEREAS, the parties amended said Lease by Addendum to Lease
Agreement dated the 29th day of February, 1996, to allow for Tenant's occupancy
of the Expansion Premises (7,565 square feet), bringing the total space leased
to 30,040 square feet.

            WHEREAS, the parties amended said Lease by Addendum to Lease
Agreement dated the 12th day of June, 1996, to allow for Tenant's occupancy of
Suite D (15,374 square feet), bringing the total space leased to 45,414 square
feet.

            NOW THEREFORE, in consideration of good and valuable consideration,
including the mutual covenants hereinafter set forth, the parties hereto agree
to further amend the above-described Lease as follows:

            1.      Vacation of Premises (Partial). Tenant shall vacate a
portion of Suite D containing approximately 14,635 square feet, as shown on the
attached Exhibit A, for the period from the 15th day of April 1998 to the 30th
day of April 1999. For this period, the total space leased will be 30,779
square feet. Tenant shall have no liability, obligation or right regarding the
vacated premises for this period; however, all liabilities, obligations and
rights per the Lease as amended shall resume on the 1st day of May, 1999.

            2.      Adjustment of Base Rent The monthly Base Rent shall be
decreased by Thirteen Thousand Eight Hundred Thirty Four and 23/100ths Dollars
($13,834.23). The total current monthly Base Rent, subject to future
escalations, will be Twenty Nine Thousand Ninety Four and 90/100ths Dollars
($29,094.90).
<PAGE>

     3.     Alterations. Certain alterations are required to prepare the vacated
space for a new tenant, such as filling-in the demising wall in 4 places,
cutting-in a door at 3 places, replacing doors that have special cypher
locksets, repairing minor damage, and separating the communications terminations
in the MDF Room. Landlord shall perform this work on a time-and-material basis,
and Tenant shall reimburse Landlord within 30 days of invoice. Should
alterations be necessary to restore the space at the end of the vacated period,
Tenant shall also be responsible for the cost of these additional alterations.

     4.     Confirmation of Lease Agreement. Except as amended herein, the Lease
shall remain in full force and effect as originally executed.

     IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
this date first written above.


LANDLORD:                                      TENANT:
PRATT LAND LIMITED LIABILITY COMPANY           EARTHWATCH, INC.
By: /S/ MARTIN W. McELWAIN                     By: /S/ BARBARA KELLER
Martin W. McElwain
Manager
<PAGE>

                          ADDENDUM TO LEASE AGREEMENT
                          ---------------------------


     This Addendum is made this 30 day of August, 1999, by and between Pratt
Land Limited Liability Company, (hereinafter referred to as "Landlord") and
EarthWatch, Incorporated (hereinafter referred to as "Tenant").

     WHEREAS, the parties hereto entered into that certain Lease Agreement
(hereinafter referred to as "Lease") dated the 5th day of April, 1995, for
property commonly known as: Suites A & B of 1900 Pike Road, in the City of
Longmont, County of Boulder, State of Colorado.

     WHEREAS, the parties amended said Lease by Addendum to Lease Agreement
dated the 29th day of February, 1996, to allow for Tenant's occupancy of the
Expansion Premises (7,565 square feet), bringing the total space leased to
30,040 square feet.

     WHEREAS, the parties amended said Lease by Addendum to Lease Agreement
dated the 12th day of June, 1996, to allow for Tenant's occupancy of Suite D
(15,374 square feet), bringing the total space leased to 45,414 square feet.

     NOW THEREFORE, in consideration of good and valuable consideration,
including the mutual covenants hereinafter set forth, the parties hereto agree
to further amend the above-described Lease as follows:

     1. Premises Leased. Effective as of the 1st day of November, 1999, Landlord
will lease to Tenant and Tenant will lease from Landlord, the Additional
Premises as shown on the attached Exhibit A, being a portion of the adjacent
Suite E totaling 9,860 square feet. The total space leased by Tenant from
Landlord shall then be 55,274 square feet. All terms and conditions of the Lease
and other Addenda shall apply to the Additional Premises.

     3.1  Term. The Term of the Lease shall be extended to the 28th day of
February, 2005.

     3.4  Option to Extend. Provided Tenant is not in default of this Lease
Agreement, Tenant shall be given the option to renew this Lease for one (1)
additional term of five (5) years. Such option shall be exercisable only by
delivery of Tenant's written notice of extension to Landlord not less than 180
days prior to the expiration of the then-existing Lease term. In the event of
such exercise, this Lease shall be deemed to be extended for the additional
period pursuant to all the terms and conditions set forth herein, except that
the Base Rent shall be adjusted by mutual agreement to current market
conditions. In the event of exercise of said Option, any funds held by Landlord
pursuant hereto shall continue to be so held subject to the terms and conditions
relating to same.
<PAGE>

     3.5  First Right of Refusal. Provided Tenant is not in default of this
Lease Agreement, Tenant shall have a continuing first right of refusal to lease
additional space in the building, at the then-current rates, terms and
conditions of this Lease. The then-current rate shall be interpreted to mean the
same Base Rental rate per square foot that Tenant is paying on the Premises at
the time the right of refusal is exercised, which shall be subject to future
escalations on the 15th of March of each year, but specifically shall not
include the amount being paid as Additional Rent for Amortization of Tenant
Improvements. However, should Tenant desire tenant improvements in the
additional space being the subject of the right of refusal referenced herein,
Landlord and Tenant shall negotiate in good faith a monthly amount, to be paid
as additional rent, to amortize any tenant improvements which Landlord agrees to
pay for. Tenant shall continue to have the option of performing tenant
improvements, at its own sole expense, subject to the submittal and approval
process set forth in Paragraph 10 of the Lease.

     During the Term of this Lease or any extension as provided in Paragraph 3.4
herein, should another space in the building be vacated by the current or future
tenant, then Landlord shall give Tenant written notice thereof. If Tenant
desires to exercise their right of refusal and lease the space being offered,
then Tenant shall deliver written notice of same to Landlord within 15 days
after delivery of Landlord's notice, and shall sign a lease amendment within 10
additional days.

      4.1. Adjustment of Base Rent.

          a.) Effective as of the 1st day of November, 1999, the monthly Base
Rental shall be increased by the sum of Eight Thousand Six Hundred Twenty Seven
and 50/100ths Dollars ($8,627.50), which equals $10.50 per square foot on the
Additional Premises of 9,860 square feet. The total monthly Base Rental will be
Fifty Two Thousand Eight Hundred Thirty and 46/100ths Dollars ($52,830.46) for
the period from 11/1/99 to 3/15/00.

          b.) Effective as of the 1st day of November, 1999, Tenant shall pay
Additional Rent for Amortization of Tenant Improvements in the monthly amount of
One Thousand Five Hundred Sixty One and 17/100 Dollars ($1,561.17), which equals
$1.90 per square foot on the Additional Premises of 9,860 square feet.

          c.) Effective as of the 15th day of March, 2000, the monthly Base
Rental shall be changed to the sum of Forty Eight Thousand Three Hundred Sixty
Four and 75/100ths Dollars ($48,364.75), which equals $10.50 per square foot on
the total Premises of 55,274 square feet. The Base Rental shall continue to be
subject to future escalations, per Section 4.2 of the Lease, beginning on the
15th day of March, 2001.

          d.) Effective as of the 15th day of March, 2000, the Additional Rent
for Amortization of Tenant Improvements shall be changed to the sum of Eight
Thousand Seven Hundred Fifty One and 72/100 Dollars ($8,751.72), which equals
$1.90 per square foot on the total Premises of 55,274 square feet. The
Additional Rent for Amortization of
<PAGE>

Tenant Improvements shall continue to be subject to future escalations, per
Section 4.2 of the Lease, beginning on the 15th day of March, 2001.

     Maintenance, Taxes, Utilities & Insurance Expense. Tenant shall pay
additional rent on the Additional Premises for those items addressed in
Paragraphs 4.3, 5.0, 7.0 and 18.1 of the Lease.

     10. Alterations. Landlord herein grants to Tenant permission, subject to
the submittal and approval process set forth in the Lease, for Tenant to remove,
at Tenant's sole expense, interior low cubicle walls in the Premises. Landlord
agrees it will not look to Tenant to replace said low cubicle walls upon
termination of the Lease. If Tenant elects to remove said low cubicle walls, but
elects not to replace the carpet and base in the affected area, then Landlord
shall have the right to require Tenant to share, equally with Landlord, in the
cost of carpet and base replacement upon termination of the Lease.

     27. Assignment or Subletting. Delete the last three sentences of the second
paragraph, beginning "In addition, Landlord may charge a fee of two percent...",
and substitute the following:
"Should Tenant desire the services of a real estate broker to market the
Premises as available for sub-lease, Tenant shall employ Landlord. If Landlord
acting as broker shall produce a prospective sub-tenant who is willing and able
to lease the space on the terms advertised, then Tenant shall pay Landlord a
brokerage fee of three percent (3%) of the Base Rental value of the sub-lease,
in addition to any fee due a cooperating broker representing the sub-tenant. If
Tenant desires to utilize the services of another licensed real estate broker,
said broker shall co-op with Landlord and share Landlord's brokerage
commission."

     39.1  Flexibility Clause. This Section shall hereinafter be null and void.

     39.2  Expansion. This Section shall hereinafter be null and void.

     39.3  Termination Right. This Section shall hereinafter be null and void.

     39.5  Brokerage. Tenant represents and warrants that it has dealt only with
The Staubach Company (the "Broker") in the negotiation of this Lease. Landlord
shall make payment of the brokerage fee due to the Broker pursuant to and in
accordance with Landlord's separate agreement with the Broker. Tenant hereby
agrees to indemnify and hold Landlord harmless of and from any and all loss,
costs, damages or expenses (including, without limitation, all attorneys' fees
and disbursements) by reason of any claim of or liability to any other broker or
person claiming through Tenant and arising out of or in connection with the
negotiation, execution and delivery of this Lease. Additionally, Tenant
acknowledges and agrees that Landlord shall have no obligation for payment of
any brokerage fee or similar compensation to any person with whom Tenant has
dealt or may in the future deal with respect to leasing of any additional or
expansion space in the Building or renewals or extensions of this Lease.
<PAGE>

     39.6  Allowance for Tenant Improvements. Landlord shall perform the
construction of Tenant Improvements, detailed as follows, at Landlord's expense
up to a maximum Allowance of Three Hundred Thousand Dollars ($300,000.00). Costs
shall be estimated by Landlord at its standard bid rates, including Landlord's
standard mark-up; cost estimates for items 3 through 6 below shall be submitted
to Tenant for his inspection and approval. Any costs for Tenant Improvements
above the Allowance, and any costs for additional tenant improvements performed
by Landlord, shall be paid by Tenant to Landlord within 30 days of Landlord's
presentation of a written invoice. Should the estimated cost of the Tenant
Improvements amount to less than the maximum Allowance of $300,000.00, then
Landlord shall credit Tenant's account with the difference.

     The Allowance shall be applied to the following Tenant Improvements:
<TABLE>
<S>                                                                     <C>
1. Pratt bid of 3/19/99, copy enclosed as Exhibit B, based upon plans
   by W.E.Kieding dated 5/10/99                                         $114,717
2. Pratt bid of 8/2/99, copy enclosed as Exhibit C                        80,953
3. Budget for raised flooring for computer room                           10,000
4. Budget for added electric work in Computer Room and MCC                30,000
5. Budget for dry pipe fire sprinkler system                              50,000
6. Budget for added HVAC for UPS                                          10,000
7. Contingency                                                             4,330
                                                                        --------
      TOTAL                                                             $300,000
</TABLE>

     39.7  Additional Tenant Improvements. Landlord shall perform the following
construction of Tenant Improvements in the Additional Premises, detailed on the
attached Exhibit A, at Landlord's expense:
1. Demolish and remove all low (5' high) walls, as well as other walls as shown.
2. Construct new wall with door and sidelight as shown.
3. Remove existing carpet and base, and provide new carpet and base.
4. Repaint walls and trim as necessary.
5. Provide electrical outlets, utilizing existing cabling, in Tenant's furniture
   systems.
6. Provide new CAT-5 cabling from wall outlets or Tenant's furniture systems, to
   local IDF closet, plus fiber cabling back to Tenant's central MDF closet.

     In addition, Landlord shall provide, at Landlord's expense, for loading and
unloading of truck deliveries to the rear of the Tenant's Premises, by:
     a. removing a section of handrail and installing a dock leveler in the
     concrete retaining wall.
     b. providing additional concrete sidewalk.
     c. removing single door with sidelight, and installing a pair of doors.

     If Tenant shall in the future gain unrestricted access to a standard
interior loading dock in the building, Landlord shall have the option, at
Landlord's sole expense, of removing all or part of this exterior loading
construction.
<PAGE>

     Confirmation of Lease Agreement. Except as amended herein, the Lease shall
remain in full force and effect as originally executed.

     IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
this date first written above.

LANDLORD:                                 TENANT:
---------                                 -------
PRATT LAND LIMITED LIABILITY COMPANY      EARTHWATCH, INC.

   /s/ Martin W. McElwain                    /s/ Shawn R. Thompson
By:___________________________            By:__________________________
Martin W. McElwain                        Shawn R. Thompson
Manager                                   Director of Contracts
                                          8/30/99
<PAGE>

                                   Exhibit A


                                 [Floor Plan.]
<PAGE>

                                   EXHIBIT B
                                   ---------



                                                            19-May-99
                        PRATT MANAGEMENT COMPANY, L.L.C.
                              2101 KEN PRATT BLVD.
                            LONGMONT, COLORADO 80501
                               PHONE 303-776-4496
                                FAX 303-776-4946
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                           Description                                 Amount
--------------------------------------------------------------------------------
<S>                                                                 <C>
 Demolition                                                         $  2,500.00
--------------------------------------------------------------------------------
 New Interior Walls                                                 $ 43,200.00
--------------------------------------------------------------------------------
 New Interior Windows                                               $    800.00
--------------------------------------------------------------------------------
 New Interior Doors                                                 $  1,710.00
--------------------------------------------------------------------------------
 Relocate Existing Doors                                            $    500.00
--------------------------------------------------------------------------------
 New Door Hardware                                                  $  1,000.00
--------------------------------------------------------------------------------
 New Ceiling Tile In Computer Room                                  $    425.00
--------------------------------------------------------------------------------
 New Carpet In Production Area                                      $  5,376.00
--------------------------------------------------------------------------------
 New Paint In Production Area                                       $    840.00
--------------------------------------------------------------------------------
 Fire Sprinkler Modifications In Office Area And Production Area    $  2,500.00
--------------------------------------------------------------------------------
 Electrical Office Area And Production Area                         $ 11,597.00
--------------------------------------------------------------------------------
 Modify Existing HVAC in Production Area                            $ 14,930.00
--------------------------------------------------------------------------------
 Relocate Existing Rock Sign- Exterior Of Space                     $    650.00
--------------------------------------------------------------------------------
 Supervision                                                        $  6,240.00
--------------------------------------------------------------------------------
 Coordination                                                       $  2,080.00
--------------------------------------------------------------------------------
 Building Permits                                                   $  3,617.92
--------------------------------------------------------------------------------
 Overhead/Profit                                                    $ 11,287.91
--------------------------------------------------------------------------------
 Building Contingency 5%                                            $  5,462.69
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 TOTAL                                                              $114,716.52
--------------------------------------------------------------------------------
</TABLE>

                 ITEMS NOT INCLUDED IN THIS CONCEPTUAL BUDGET
 LEIBERT UNIT AND INSTALLATION
 COMPUTER ROOM FLOORING
 COMPUTER ROOM ELECTRICAL
 DRY PIPE SPRINKLER SYSTEM IN COMPUTER ROOM
 SCIF ROOM
 PHONE AND DATA
 UPS SYSTEM
 SECURITY FENCE AND LIGHTING AND ELECTRICAL AT SATELLITE DISH
<PAGE>

                                   EXHIBIT C
                                   ---------


[LOGO]  Pratt Management Co., LLC                            -------------
        2101 Ken Pratt Blvd., Suite 200                          99084
        Longmont, CO 80501                                   -------------
        Phone: (303) 776-4496  Fax: (303) 776-4946            Proposal #:
                                                         ---------------------
                                                                8/2/99
                                                         ---------------------
                                                                 Date:

                            PROPOSAL AND ACCEPTANCE
                            -----------------------
Proposal Submitted to:
                                              Scheduled Completion Date:

Earthwatch, Inc.
1900 Pike Road                                Job Location
Longmont, CO 80501                            1900 Pike Road

Phone:
Fax:                               Note: This proposal may be withdrawn by us if
                                         not accepted in 30 days.

Proposal Details
--------------------------------------------------------------------------------

 New Electrical Service to Building, Including hook-up of              73,654.00
 Earthwatch supplied equipment: UPS System, Transfer Switch
 & Generator.
 Construction Costs Associated with New Electrical Service:             4,586.40
 Construct 10'x15' Concrete Pad in Parking Lot for new
 Generator, New Walls in Phone/Electrical Room
 Building Permit & Design Fees                                          2,712.25
 All Above Electrical Work Per Electrical Drawings Dated July 19, 1999
--------------------------------------------------------------------------------

We hereby propose to furnish material and labor - complete in
accordance with the above specifications, for the sum of:             $80,952.65

Amount: Eighty Thousand Nine Hundred Fifty-Two & 65/100        dollars.

Payment to be made within 10 days
of receipt of invoice.                   Customer PO#
---------------------------------------  ---------------------------------------
All material is guaranteed to be as      Acceptance of Proposal:
specified. All work to be completed in   ----------------------
a substantial workmanlike manner         The above prices, specifications and
according to specifications submitted,   conditions are satisfactory and are
per standard practices. Any alteration   hereby accepted. You are authorized to
or deviation from above specifications   do the work as specified. Payment will
involving extra costs will be executed   be made as outlined above.
only upon written orders, and will
become an extra charge over and above    ---------------------------------------
the estimate. All agreements contingent
upon strikes, accidents, or delays       ---------------------------------------
beyond our control. Owner to carry       Authorized Signature:
fire, tornado, and other necessary
insurance. Our workers are fully         ---------------------------------------
covered by Worker's Compensation         Date of Acceptance:
Insurance.
                                         ---------------------------------------

Changes made after 8/2/99 may affect scheduled completion date.