OFFICE LEASE FACING PAGE

LEASE DATE:                January 21, 2000

LANDLORD:                           THE LANDHUIS COMPANY
ADDRESS:                   212 N. Wahsatch Avenue, Suite 301
                           Colorado Springs, CO  80903

TENANT NAME:               Full Tilt Sports, Inc.
ADDRESS:                   212 N. Wahsatch Avenue, Suite 205
                           Colorado Springs, CO  80903

Type of Business to be Conducted in the Leased Premises:  Administrative  Office
for Clothing.

TOTAL PROJECT SQUARE FEET: 28,558 square feet

LEASED PREMISES:           212 N. Wahsatch Avenue, Suite 205
                           Colorado Springs, CO  80903

UNIT DESIGNATION:          205 and open area in basement

o    Tenant agrees to pay for their own janitorial services.

o    Tenant  agrees that if they  purchase  shelves for storage in basement from
     Landlord it is a separate  cost. o Tenant agrees to use 13 spaces  allotted
     spaces on 2nd level parking lot.

LEASED SQUARE FOOTAGE:     4,480 square feet approximately

Office  Building  located in the City of  Colorado  Springs,  County of El Paso,
State of Colorado (the "Building").

COMMENCEMENT DATE:         February 1, 2000

TERMINATION DATE:          January 31, 2003

LEASE PERIOD:              Three (3) years

                                   Monthly
BASE RENT:                 Year              Base Rent         Annual Rent
                           ----              ---------         -----------
                           1                 $7,750.00         $93,000.00
                           2                 $7,750.00         $93,000.00
                           3                 $7,750.00         $93,000.00

LEASE DEPOSIT:             $7,750.00

THIS LEASE  FACING  PAGE,  together  with the General  Lease  Provision  and any
Riders, Exhibits,  Schedules, and Lease Guaranties attached hereto and initialed
by the parties,  shall  constitute the Lease between the Tenant described above,
as Tenant,  and the Landlord  described  above,  as  Landlord,  for the Premises
described above, made and entered into as of the Lease Date specified above.

         Schedules and Riders attached:

                  Rider (1)        Lease Guaranty
                  Rider (2)        Confirmation of Commencement Date
                  Rider (3)        Tenant Premises
                  Rider (4)        Additional Provisions
                  Rider (5)        Rules & Regulations

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                                  OFFICE LEASE

                            GENERAL LEASE PROVISIONS

1.   THE LEASED PREMISES

     In consideration  of the rent and the covenants and agreements  hereinafter
made on the part of the Tenant to be paid, observed, and performed, the Landlord
has  demised  and  leased  and by these  presents  does  demise and lease to the
Tenant,  the Leased Premises  described on the Office Lease Facing Page attached
hereto and outlined in the Typical Plan Schedule  attached  hereto and forming a
part  hereof,  but  excluding  therefrom  any part of the  exterior  face of the
Building,  together  with the right of the Tenant,  in common with the Landlord,
its other tenants,  subtenants, and invitees thereof, to the nonexclusive use of
the Building grounds and parking area.

     The  Parties  hereby   acknowledge   and  consent  to  the  square  footage
calculation  for the Leased  Premises  stated in the Lease  Facing  Page of this
Lease,  and Tenant  acknowledges  that it has had the opportunity to measure the
Leased  Premises and hereby  consents to pay rent and related costs according to
the square  footage  stated in the Lease Facing Page.  Tenant  hereby waives any
claim for refund of past rent or  abatement of future rent based upon any future
measurement of the Leased Premises which may indicate a previous  miscalculation
of square footage.

2.   DEFINITIONS

     In this  Lease  the  following  terms or  words  shall  have the  following
meanings:

          (a) The terms  appearing  on the Office  Lease  Facing  Page  attached
     hereto shall have the meanings stated thereupon.

          (b) "Herein",  "hereof",  "hereunder",  "hereto",  "hereinafter",  and
     similar  expressions  refer  to  this  Lease  and  not  to  any  particular
     paragraph,  section,  or other portion thereof unless the context otherwise
     specifies.

          (c) "Business Day" means any of the days from Monday to Friday of each
     week inclusive unless such day is a holiday.

          (d)  "Commencement  Date" means the date so  designated  on the Office
     Lease Facing Page attached  hereto,  or the date identified by the Landlord
     when the Landlord  notifies  the Tenant that the Leased  Premises are ready
     for occupancy, whichever last occurs; however, if the Commencement Date has
     not occurred  within six (6) months from the date of this Lease,  then this
     Lease shall be null and void and Landlord and Tenant shall be released from
     all further  obligations  under this  Lease.  If the  Commencement  Date is
     different  than the date  designated  on the Office  Lease Facing Page then
     Landlord and Tenant shall execute a written  acknowledgment  on the date of
     Commencement and shall attach it to this Lease as RIDER (2).

          (e)  "Normal  Business  Hours"  means the hours from 8:00 a.m. to 6:00
     p.m. on Business Days.

          (f) "Term"  means the time in the Lease Period set forth on the Office
     Lease Facing Page attached  hereto,  to be computed from 12:00 o'clock noon
     on the Commencement Date and expiring at 12:00 o'clock noon on the last day
     of such Lease Period.

          (g) "Rent" as the term is used  throughout this Lease shall denote the
     "Base Rent", as is hereinafter defined, and all other financial obligations
     of the Tenant hereunder which are herein  described as "Additional  Rental"
     or "Additional Rent."

          (h) "Real  Property" as the term is used  throughout  this Lease shall
     designate  the total parcel of real  property  owned by the  Landlord  upon
     which the Building and the Leased Premises are located.


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3.   TERM OF LEASE

     Tenant  shall have the right to have and hold the Leased  Premises  for and
during the Term subject to the payment of the Base Rent and the Additional  Rent
and the full and timely  performance  by Tenant of the covenants and  conditions
hereinafter set forth.

                                TENANT COVENANTS

         Tenant covenants and agrees with the Landlord as follows:

4.   BASE RENT

     Tenant  covenants  and  agrees to timely  pay  without  notice,  deduction,
off-set or abatement to the Landlord at the  Building,  or such other address as
Landlord may notify Tenant of in writing,  yearly and every year during the Term
hereof,  the Rent in lawful money of the United States.  Base Rent is payable in
the monthly  installments  set forth on the Office  Lease  Facing Page  attached
hereto;  Additional Rent is payable pursuant to the terms of Paragraph 7 hereof.
Rent is due and shall be paid in  advance  on or before  the first  (1st) day of
each month during the term hereof.  Rent is  considered  late if received  after
5:00  o'clock  p.m.  on the fifth  (5th) day of the  month.  A penalty  of fifty
dollars  ($50.00) per day will be assessed on any sums due under the lease which
are  received  after  the  fifth  (5th)  day of the  month.  If the Term  hereof
commences  on any day other  than the first day or expires on any day other than
the last day of the month,  Rent for the fraction of a month at the commencement
and at the end of the Term shall be adjusted  pro rata on a per diem basis,  and
all succeeding installments of Base Rent shall be paid on the first (1st) day of
each month during the term  hereof.  Should  Tenant be in default,  Landlord may
collect  $50.00 per day  penalty  under this  provision  or 18%  interest  under
Paragraph 35.1(a)(v), whichever is greater.

5.   COMMENCEMENT AND CONDUCT OF BUSINESS

     Tenant  shall   commence  it  business  in  the  Leased   Premises  on  the
Commencement  Date and hereafter shall operate its business in the entire Leased
Premises  in  accordance  with  paragraph  14 and in a  reputable  manner and in
compliance  with  the  provisions  of this  Lease  and the  requirements  of all
applicable  governmental  laws and during  Business Days during the Term hereof,
provided  that  nothing in this  Section  shall  require  the Tenant to carry on
business  during any period  prohibited  by any law or ordinance  regulating  or
limiting the hours during which such business may be carried on.

6.   BUSINESS TAXES, ETC.

     6.1  Tenant  shall  fully and  timely  pay all  business  and other  taxes,
separately metered utility charges,  other charges,  rates, duties,  assessments
and license fees levied, imposed,  charged, or assessed against or in respect of
the  Tenant's  occupancy  of the Leased  Premises or in respect of the  personal
property, trade fixtures, furniture and facilities of the Tenant or the business
or income of the Tenant on and from the Leased Premises, if any, as and when the
same become due, and shall indemnify and hold Landlord harmless from and against
all payment of such taxes, charges, rates, duties, assessments, and license fees
and against all loss, costs, charges, and expenses occasioned by or arising from
any and all such taxes, rates, duties, assessments, and license fees.

     6.2 Tenant shall promptly  deliver to Landlord for inspection at Landlord's
option upon  written  request of  Landlord,  receipts  for payment of all taxes,
charges,   rates,   duties,   assessments,   and  licenses  in  respect  to  all
improvements,  equipment,  and  facilities  of the  Tenant  on or in the  Leased
Premises which were due and payable up to one (1) year prior to such request and
in any event to furnish to the Landlord if requested by the  Landlord,  evidence
satisfactory  to the


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Landlord  of any such  payments.  Landlord  shall  have no
obligation  hereunder  or  otherwise  to  make or  monitor  the  making  of such
payments.

7.   ADDITIONAL RENT

     7.1  Real Estate Taxes and Operating Costs:

          (a) Tenant  shall pay to the  Landlord as  Additional  Rent both a pro
     rata  portion  of the "Real  Estate  Taxes",  as said  term is  hereinafter
     defined,  and a portion of the Operating  Costs as said term is hereinafter
     defined. For purposes of this Lease, and unless and until there is physical
     change in the size of the Leased  Premises and/or the rentable space in the
     Building,  the  Tenant's  proportional  share  shall  be  deemed  to be N/A
     ("Tenants Proportional Share").

          (b) Real Estate Taxes

               (I) "Real  Estate  Taxes"  shall mean and include all general and
          special  taxes,  assessments,  dues,  duties,  and levies  charged and
          levied upon or assessed  against the Building,  the land upon which it
          is  located,  any  improvements  situated  on the Real  Property,  any
          leasehold  improvements,   fixtures,  installations,   additions,  and
          equipment used in the maintenance or operation of the Building whether
          owned by Landlord or Tenant, not paid directly by the Tenant. Further,
          if at any time during the Term of this Lease the method of taxation of
          real estate prevailing at the time of execution hereof shall be or has
          been  altered so as to cause the whole or any part of the taxes now or
          hereafter levied,  assessed, or imposed upon real estate to be levied,
          assessed,  or imposed upon  Landlord  wholly or partially as a capital
          levy or otherwise, or on or measured by the rents therefrom, then such
          new or altered  taxes  attributable  to the Leased  Premises  shall be
          deemed to be included within the term "Real Estate Taxes" for purposes
          of this  Section,  save and  except  that such  shall not be deemed to
          include any increase in said tax not attributable to the Building.

               (ii) The amount of Real  Estate  Taxes  attributed  to the Leased
          Premises  for any year or  portion of year shall be the amount of such
          taxes multiplied by Tenant's Proportional Share.

          (c) Operating Costs

               (I) The term  "Operating  Costs" means the total  amounts paid or
          payable whether by the Landlord or others on behalf of the Landlord in
          connection  with the ownership,  maintenance,  repair and operation of
          the  Building,  including  without  limiting  the  generality  of  the
          foregoing,  the purchase of steam or other energy for heating or other
          purposes,  the amount paid or payable for all electricity furnished by
          the  Landlord  to  the  Building,  the  amount  paid  or  payable  for
          replacement  of electric light bulbs,  tubes and ballasts;  the amount
          paid or payable  for all hot and cold water  (other  than that paid by
          Tenants),  the amount paid or payable for all labor  and/or  wages and
          other payments  including costs to Landlord or workman's  compensation
          and disability  insurance,  payroll taxes, welfare and fringe benefits
          made to janitors,  caretakers,  and other  employees,  contractors and
          subcontractors of the Landlord (including but not limited to salary or
          wages of the building manager) involved in the operation, maintenance,
          and repair of the Building,  managerial  and  administrative  expenses
          related  to  the  Building,  the  total  charges  of  any  independent
          contractors employed in the repair, care, operation,  maintenance, and
          cleaning of the Building,  the amount paid or payable for all supplies
          including  all  supplies  and  necessities  which  are  occasioned  by
          everyday  wear and tear,  the costs of  climate  control,  window  and
          exterior  wall  cleaning,  telephone  and utility  costs,  the cost of
          accounting services necessary to compute the rents and charges payable
          by tenants of the Building,  fees for management,  legal,  accounting,
          inspection  and  consulting  services,  the cost of  guards  and other
          protection  services,  payments for general maintenance and repairs to
          the plant and  equipment  supplying,  the amount paid for premiums for
          all  insurance  and all  amounts  payable in  accordance  with  ground
          leases,  easements,  or  right  of way  appurtenant  to the  Building.
          Operating Costs shall not, however,  include interest on debt, capital
          retirement of debt, depreciation, costs properly chargeable to capital
          account,  and costs directly  charged by the Landlord to any tenant or
          tenants. The reference to "Building" in this subparagraph (c)(I) shall
          include  all  related   facilities   including   sidewalks,   grounds,
          elevators,  and other  public areas

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          contained  around the Building as well as landscaping,  parking areas,
          and  exterior  walkways  and areas.  By setting  forth the above items
          which may or could be included within Operating Costs, it is not meant
          to indicate or imply that all of such  activities  or services will be
          provided by the Landlord.

               (ii) The  amount of  Operating  Costs  attributed  to the  Leased
          Premises  for any year or  portion of year shall be the amount of such
          Operating Costs multiplied by Tenant's Proportional Share.

          (d) If only  part of the  first or  final  calendar  year is  included
     within the Term,  the amount of Real Estate and operating  Costs payable by
     the  Tenant for such  period  shall be  estimated  by the  Landlord  acting
     reasonably  and adjusted  proportionately  on a per diem basis and shall be
     payable  upon  demand as soon as such  amount has been  ascertained  by the
     Landlord.

     7.2  Payment of Additional Rent

          Any  Additional  Rent payable by the Tenant  under  Section 7.1 hereof
     shall be paid as follows, unless otherwise provided:

          (a) During the Term,  the Tenant shall pay to the Landlord at the same
     time as the payment of the Base Rent, one twelfth (1/12th) of the amount of
     such  Additional  Rentals as estimated  by the  Landlord in advance  acting
     reasonably  to be due from the  Tenant for a twelve  month  period of time.
     Such  estimate may be adjusted  from time to time by the Landlord as actual
     Real Estate Taxes and Operating  Costs become  known,  and the Tenant shall
     pay  installments  of  Additional  Rentals  according  to such  estimate as
     periodically adjusted.

          (b) If the  aggregate  amount  of  such  estimated  Additional  Rental
     payments made by the Tenant in any year of the Term should be less than the
     Additional Rentals due for such year of the Term, then the Tenant shall pay
     to the  Landlord  as  Additional  Rental  upon  demand,  the amount of such
     deficiency. Similarly, if the aggregate amount of such estimated Additional
     Rental  payments  made by the Tenant in any year of the Term should be more
     than the  Additional  Rentals  due for such  year of the  Term,  then  such
     surplus  shall be credited to future  Additional  Rent due and owing in the
     next subsequent year.

          (c) Notwithstanding the foregoing,  if the Landlord is required to pay
     an amount  which it is entitled to collect from the tenants of the Building
     more frequently than monthly,  or if the Landlord is required to prepay any
     such amount,  the Tenant shall pay to the Landlord its proportionate  share
     of such amount  calculated  in  accordance  with this Lease within ten (10)
     days from receipt of written demand.

          (d) The Landlord shall,  within ninety (90) days after the end of each
     calendar year (or as soon  thereafter  as  possible),  provide the Tenant a
     statement of the actual Real Estate Taxes and Operating  Costs incurred for
     the previous  calendar year,  certified by the Landlord as to its accuracy.
     If the Tenant wishes to dispute the Landlord's determination or calculation
     of such expenses for any calendar  year, the Tenant shall give the Landlord
     written  notice of such dispute  within  thirty (30) days after  receipt of
     notice from the Landlord of the matter  giving rise to the dispute.  If the
     Tenant does not give the Landlord such notice within such time,  the Tenant
     shall have waived its right to dispute such  determination  or calculation.
     In the event the Tenant disputes any such determination or calculation, the
     Tenant shall have the right to inspect the Landlord's accounting records at
     the Landlord's accounting office and if, after such inspection,  the Tenant
     still disputes such determination or calculation, a certification as to the
     proper amount made by an independent  certified public accountant  selected
     by the Landlord shall be final and conclusive. The Tenant agrees to pay the
     costs of such certification.  If such certification reveals that the amount
     previously  determined  and  calculated  by the Landlord was  incorrect and
     improper, a correction shall be made and either the Landlord shall promptly
     return to the Tenant any  overpayment  or the Tenant shall  promptly pay to
     the  Landlord any  underpayment  that was based on such  incorrect  amount.
     Notwithstanding  the  pendency of any dispute  hereunder,  the Tenant shall
     make payments based upon the Landlord's determination and


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     calculation  until such  determination and calculation has been established
     hereunder to be incorrect.

8.   BULBS, TUBES, BALLASTS

     Tenant  shall make any  replacement  of electric  light bulbs,  tubes,  and
ballasts in the Leased Premises throughout the term and any renewal thereof. The
Landlord  may adopt a system of relamping  and  reballasting  periodically  on a
group basis in accordance with good practice.

9.   METERS

     Tenant shall pay as Additional  Rental, on demand, the cost of any metering
which  may  be  required  by  the  Landlord  to  measure  any  excess  usage  of
electricity, water, or other utility or energy.

10.  USE OF ELECTRICITY

     10.1 Tenant's use of electricity in the Leased Premises shall be separately
metered and paid by Tenant to his supplying utility.

     10.2 If, for any reason,  electricity is not separately  metered to Tenant,
Landlord  shall  reasonably  apportion  Tenant's  share of electrical  usage and
Tenant shall pay the cost thereof as Additional Rent on the dates for payment of
Base Rent not occurring after billing of Tenant therefore by Landlord.

11.  TENANT REPAIR

     11.1 If the Building,  boilers,  engines,  pipes,  or other  apparatus,  or
members or  elements  of the  Building  (or any of them) used for the purpose of
climate  control  of  the  Building,  or if the  water  pipes,  drainage  pipes,
electrical  lighting,  or other equipment of the Building or the roof or outside
walls of the Building or Real Property of Landlord need repair,  replacement, or
alteration,  shall be borne by the  Tenant  who shall pay such cost to  Landlord
within  ten (10) days from  receipt  of written  demand  thereof,  except to the
extent such costs are reimbursed by insurance.  In the event said cost cannot be
attributable to any specific  Tenant,  then said cost shall be allocated,  among
the Tenants as an operating cost under Section 7.

     11.2 Tenant shall keep the Leased Premises in as good order, condition, and
repair as when they  were  entered  upon.  If  Tenant  fails to keep the  Leased
Premises in such good order, condition,  and repair as required hereunder to the
satisfaction of Landlord,  Landlord may restore the Leased Premises to such good
order and  condition and make such repairs  without  liability to Tenant for any
loss or damage  that may  accrue to  Tenant's  property  or  business  by reason
thereof, and upon completion thereof,  Tenant shall pay to Landlord the costs of
restoring the Leased Premises to such good order and condition and of the making
of such repairs, within ten (10) days from receipt of written demand thereof.

     11.3 Tenant shall  deliver at the  expiration  of the Term hereof or sooner
upon  termination  of the Term,  the Leased  Premises in the same  condition  as
received  except  for  reasonable  wear and  tear,  and cause to be  removed  at
Tenant's expense furniture and equipment  belonging to Tenant,  signs,  notices,
displays,  and the like from the Leased Premises and repair any damage caused by
such removal.

     11.4 Tenant shall leave the Leased Premises at the end of each Business Day
in a reasonably tidy condition for the purpose of allowing the cleaning  service
to perform adequately.

     11.5 Landlord  reserves the right to enter into  contracts  for  preventive
maintenance  for all climate  control and Tenant shall be  responsible  for said
costs.

12.  ASSIGNMENT AND SUBLETTING



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     12.1 Tenant shall not permit any part of the Leased  Premises to be used or
occupied by any persons other than the Tenant,  any subtenants  permitted  under
Section 12.2, and the employees of the Tenant and any such permitted  subtenant,
or permit any part of the Leased Premises to be used or occupied by any licensee
or  concessionaire,  or permit any persons to be upon the Leased  Premises other
than the Tenant,  such permitted  subtenants,  and their  respective  employees,
customers, and others having the lawful business with them.

     12.2 Tenant shall not assign or sublet or part with the  possession  of all
or part of the Leased  Premises  without the prior written  consent of Landlord,
which consent shall not be unreasonably withheld; provided, however, that Tenant
shall:  submit in writing to Landlord (a) the name and legal  composition of the
proposed  subtenant or assignee;  (b) the nature of the business  proposed to be
carried on in the Leased Premises;  (c) the terms and provisions of the proposed
sublease;  (d) such reasonable  financial and other  information as the Landlord
may request  concerning  the proposed  subtenant or  assignee;  (e)  assurances,
adequate to the Landlord, of the future performance by the proposed subtenant or
assignee  under the Lease;  (f) a payment of $500.00 to the  Landlord  to defray
expense of Landlord in reviewing the aforementioned material, (g) payment of all
Landlord's  legal  fees  and  related  expenses  incurred  as a  result  of  the
assignment or subletting. Any such consent to any assignment or subletting shall
not relieve the Tenant  from its  obligations  for the payment of all rental due
hereunder  and for the full  and  faithful  observance  and  performance  of the
covenants,  terms and  conditions  herein  contained.  No term of  assignment or
subletting  shall extend  beyond the primary  term of the lease,  and any option
periods under this Lease shall  terminate with respect to any Tenant assignee or
sublessee.  Consent of the Landlord to an assignment or subletting  shall not in
any way be  construed  to relieve the Tenant from  obtaining  the consent of the
Landlord to any further assignment or subletting, and shall not bind Landlord to
provide  any  services  or benefits  to  subtenant  that Tenant had  provided or
committed to provide in writing or otherwise.

     12.3 If the Tenant is an entity other than an  individual,  the transfer of
an  interest  in more than fifty  percent  (50%) of such entity (or in more than
fifty  percent  (50%) of any  type of  equity  security  of such  entity,  i.e.,
preferred  stock,  any class of common stock) shall constitute an assignment for
purposes of this Section,  which  assignment shall require the same approval and
be  subject  to the same  limitations  pursuant  to  Section  12.2 as any  other
assignment.  The rights and obligations  described in this Section 12.3 shall be
applicable  regardless of whether the change in control occurs at one time or as
a cumulative  result of several  changes in ownership.  The Tenant  shall,  upon
request of the  Landlord,  make  available  to the Landlord  for  inspection  or
copying or both,  all books and records of the Tenant  which alone or with other
data show the applicability or inapplicability of this Section 12.3

     12.4 If any  interest  holder of the Tenant shall fail or refuse to furnish
to the Landlord  information  or data  requested  by  Landlord,  verified by the
affidavit of such interest holder or other credible person,  which data alone or
with other data show the  applicability of Section 12.3, then such failure shall
constitute an event of default under this Lease.

13.  MASTER DECLARATION OF PROTECTIVE COVENANTS

         Tenant and  employees and all persons  visiting or doing  business with
the Tenant in the Leased Premises shall be bound by and shall observe the Master
Declaration of Protective Covenants.

14.  USE OF LEASED PREMISES

     14.1  Except  as  expressly  permitted  by  prior  written  consent  of the
Landlord,  the Leased  Premises shall not be used other than for what previously
stated on Lease coversheet.  Landlord makes no representation or warranty to the
Tenant  regarding  the occupancy or use of any lease space owned by the Landlord
other than the Lease Premises under this Lease.  All use of the Leased  Premises
shall comply with the terms of this Lease and all applicable  laws,  ordinances,
regulations, or other governmental ordinances from time to time in existence.

     14.2 Tenant agrees that it will not keep, use, sell or offer for sale in or
upon the Leased  Premises any articles  which may be prohibited by any insurance
policy in force time to time


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covering  the  Building.  In the event the  Tenant's  occupancy  or  conduct  of
business in or on the Leased Premises, whether or not the Landlord has consented
to the same,  results in any increase in premiums for the insurance carried from
time to time by the Landlord with respect to the Building,  the Tenant shall pay
any such  increase in premiums as  Additional  Rental within ten (10) days after
bills  for  such  additional  premiums  shall be  rendered  by the  Landlord  in
determining  whether  increased  premiums  are a result of the  Tenant's  use or
occupancy  of the  Leased  Premises.  A  schedule  issued  by  the  organization
computing the insurance  rate shall be conclusive  evidence of the several items
and charges which make up such rate. The Tenant shall comply with all reasonable
requirements  of the  insurance  authority or of any insurer now or hereafter in
effect relating to the Leased Premises.

15.  TENANT'S INSURANCE

     15.1 Landlord  shall maintain fire and extended  coverage  insurance on the
Building  and the  Leased  Premises  in such  amounts  as  Landlord  shall  deem
reasonable.  Such insurance  shall be maintained at the expense of Landlord (but
assessed to Tenant as a part of the Operational  Costs), and payments for losses
thereunder  shall be made solely to Landlord or the  mortgages of  Landlord,  as
their interest shall appear.  Tenant shall maintain at its expense, in an amount
equal to full replacement  costs, fire and extended coverage insurance on all of
its personal property, including removable trade fixtures, located in the Leased
Premises.  Should  Tenant's  use  cause the  Landlord's  insurance  premiums  to
increase, Tenant shall be solely responsible for the increase in the premium.

     15.2 Tenant  shall,  at its sole cost and  expense,  procure  and  maintain
through  the  term of this  Lease,  comprehensive  general  liability  insurance
against  claims for bodily injury or death and property  damage  occurring in or
upon or  resulting  from the Leased  Premises,  in  standard  form and with such
insurance company or companies as may be acceptable to Landlord,  such insurance
to afford immediate  protection,  to the limit of not less than $1,000,000.00 in
respect of any one  accident  or  occurrence,  and to the limit of not less than
$100,000.00 for property damage, with not more than $5,000.00  deductible.  Such
comprehensive  general  liability  insurance  shall  name  the  landlord  as  an
additional  insured and shall contain  blanket  contractual  liability  coverage
which insures  contractual  liability under the  indemnification  of Landlord by
Tenant set forth in this Lease (but such coverage or the amount thereof shall in
no way limit such  indemnification).  Tenant shall maintain with respect to each
policy or agreement  evidencing such comprehensive  general liability  insurance
and each policy or  agreement  evidencing  the  insurance  required  pursuant to
Section 15.1 above,  such  endorsements as may be required by Landlord and shall
at all times deliver to and maintain with Landlord a certificate with respect to
such insurance in form  satisfactory  to Landlord and the mortgages of Landlord.
Tenant shall obtain a written  obligation on the part of each insurance  company
to notify  Landlord at least ten days prior to  cancellation  or modification of
such  insurance.  Such  policies  or duly  executed  certificates  of  insurance
relating thereto shall be promptly delivered to Landlord and renewals thereof as
required  shall be  delivered to Landlord at least thirty (30) days prior to the
expiration of the  respective  policy terms.  If Tenant fails to comply with the
foregoing requirements relating to insurance, Landlord may obtain such insurance
and Tenant  shall pay to Landlord on demand the premium cost  thereof,  together
with  interest  thereon  from the date of payment by  Landlord  until  repaid by
Tenant at the rate of eighteen percent (18%) per annum.

16.  CANCELLATION OF INSURANCE

     If any  insurance  policy upon the  Building or any part  thereof  shall be
canceled or cancellation shall be threatened or the coverage  thereunder reduced
or threatened to be reduced in any way by reason of the use or occupation of the
Leased  Premises  or any  part  thereof  by the  Tenant  or by any  assignee  or
subtenant  of the  Tenant or by anyone  permitted  by the  Tenant to be upon the
Leased Premises,  and if the Tenant fails to remedy the condition giving rise to
cancellation,   threatened   cancellation,   or  reduction  of  coverage  within
twenty-four (24) hours after notice, the Landlord may, at its option, enter upon
the Leased  Premises and attempt to remedy such  condition  and the Tenant shall
pay the cost  thereof to Landlord  within ten (10) days from  receipt of written
demand  therefore,  Landlord  shall not be deemed to be liable for any damage or
injury  caused to any property of the Tenant or of others  located on the Leased
Premises as a result of such entry. After such ten (10) day period,  interest on
such cost shall


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accrue at the rate of eighteen  percent  (18%) per annum.  In the event that the
Landlord shall be unable to remedy such condition,  then Landlord shall have all
of the  remedies  provided for in the Lease in the event of a default by Tenant.
Notwithstanding the foregoing  provisions of this Section 16, if Tenant fails to
remedy as aforesaid,  Tenant shall be in default of its obligation hereunder and
Landlord shall have no obligation to attempt to remedy.

17.  OBSERVANCE OF LAW

     Tenant shall comply with all  provisions  of law in effect  during the Term
and any renewal terms, including without limitation,  federal, state, county and
city   laws,   ordinances,   and   regulations   and  any  other   governmental,
quasi-governmental  or municipal  regulations  which relate to the partitioning,
equipment operation,  alteration,  occupancy and use of the Leased Premises, and
to the making of any repairs,  replacements,  alterations,  additions,  changes,
substitutions,  or  improvements  of or to the Leased  Premises.  Moreover,  the
Tenant shall comply with all police,  fire, and sanitary  regulations imposed by
any  federal,  state,  county or  municipal  authorities,  or made by  insurance
underwriters, and to observe and obey all governmental and municipal regulations
and other  requirements  governing the conduct of any business  conducted in the
Leased Premises during the Term and any renewal terms.

18.  WASTE AND NUISANCE

     Tenant  shall  not  commit,  suffer,  or  permit  any  waste or  damage  or
disfiguration  or injury to the Leased  Premises or common areas in the Building
or the fixtures and equipment  located  therein or thereon,  or permit or suffer
any  overloading  of the floors  thereof  and shall not place  therein any safe,
heavy business machinery,  computers, data processing machines, or other heaving
things  without  first  obtaining the consent in writing of the Landlord and, if
requested, by Landlord's  superintending  architect, and not use or permit to be
used any part of the Leased  Premises  for any  dangerous,  noxious or offensive
trade or business, and shall not cause or permit any nuisance,  noise, or action
in, at or on the Leased Premises.

19.  ENTRY BY LANDLORD

     Tenant agrees to and shall permit the  Landlord,  its servants or agents to
enter upon the Leased Premises at any time and from time to time for the purpose
of inspecting and of making repairs,  alterations, or improvements to the Leased
Premises  or to the  Building,  or for  the  purpose  of  having  access  to the
under-floor  ducts,  or to the access  panels to  mechanical  shafts  (which the
Tenant  agrees  not to  obstruct),  and the  Tenant  shall  not be  entitled  to
compensation for any inconvenience,  nuisance or discomfort  occasioned thereby.
The Landlord  shall also have the right of entry to remedy any  condition  which
Landlord,  in its  reasonable  discretion,  believes may cause  cancellation  or
reduction of any insurance maintained by Landlord on the Building.  The Landlord
shall have the right to enter the Leased Premises in order to check,  calibrate,
adjust and balance  controls  and other parts of the heating,  ventilating,  and
climate  control  system at any time.  The  Landlord  shall  attempt  to proceed
hereunder after reasonable notice has been given to Tenant, if possible,  and in
such manner as to minimize  interference  with the Tenant's use and enjoyment of
the Leased Premises.  For the purpose of this Section and for all other purposes
set forth in this  Lease,  Landlord  shall  have and  retain a key with which to
unlock all doors in, upon and about the Leased  Premises and Landlord shall have
the right to use any and all means which  Landlord  may deem proper to open said
doors in an emergency, in order to obtain entry to the Leased Premises.

20.  EXHIBITING PREMISES

     Tenant  shall  permit the  Landlord  or its agents to exhibit  and show the
Leased Premises to prospective  tenants during normal Business Hours of the last
six (6) months of the Term or any renewal thereof.

21.      ALTERATIONS


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     21.1 In the event Tenant desires to make any  alterations to any portion of
the Building or the Leased  Premises,  Tenant  shall give written  notice of the
proposed  alterations  to  Landlord  and  shall  not  proceed  with  work on the
alterations  without Landlord's prior written consent (which consent in the sole
and  absolute  discretion  of Landlord  may be  withheld).  For purposes of this
Paragraph 21, "material  alterations" shall mean any alterations that affect the
exterior,  structure,  or mechanical  components of the Building,  or modify the
basic utility and function of the Building.  Any material  alterations  shall at
once  become  the  property  of the  Landlord  and shall be  surrendered  to the
Landlord upon termination of the Lease.

     21.2 No alterations shall be commenced until the Tenant shall have procured
and paid for, so far as the same may be required from time to time,  all permits
and  authorizations of all municipal  departments and governmental  subdivisions
having jurisdiction. Landlord shall in its sole and absolute discretion have the
right to require, prior to commencement of such alterations, a letter of credit,
bond or other satisfactory  financial  instrument assuring faithful  performance
and lien free completion of such alterations.

     21.3 Any  alterations  shall be made within a reasonable time and in a good
and  workmanlike  manner  and in  compliance  with all  applicable  permits  and
authorizations and building and zoning laws and with all other laws, ordinances,
orders, rules,  regulations and requirements of all federal, state and municipal
governments, departments, commissions, boards and officers.

     21.4 In no event shall Tenant, by reason of such  alterations,  be entitled
to any  abatement,  allowance,  reduction  or  suspension  of the Rent and other
charges herein reserved or required to be paid hereunder,  nor shall Tenant,  by
reason thereof, be released of or from any other obligations imposed upon Tenant
under this Lease.

     21.5 Landlord shall have no  responsibility to Tenant or to any contractor,
subcontractor,  supplier,  materialman,  workman,  or  other  person,  firm,  or
corporation  who shall engage or  participate in any  alterations,  and Landlord
shall be entitled to post notices of nonliability on the Leased Premises. If any
liens for labor and  materials  supplied or claimed to have been supplied to the
Leased  Premises  shall be filed,  Tenant shall within  fifteen (15) days of the
filing of such lien discharge such lien or furnish a bond, a letter of credit or
title insurance protection to Landlord which in the sole and absolute discretion
of Landlord  affords its sufficient  protection  during Tenant's timely and good
faith  contesting  of such  liens.  Tenant  shall  indemnify  and hold  Landlord
harmless  against  any  liability,  loss,  damage,  cost or  expense,  including
attorney's fees, on account of such liens.

22.  GLASS

     Tenant shall pay on demand the cost of replacement with as good quality and
size of any glass broken on the Leased  Premises  including  outside windows and
doors of the perimeter of the Leased Premises  (including  perimeter  windows in
the exterior walls) during the continuance of this Lease, unless the glass shall
be broken by the  Landlord,  its  servants,  employees  or agents  acting on its
behalf.

23.  SIGNS, DRAPES, SHUTTERS

     23.1  Tenant  shall not place or permit to be placed in or upon the  Leased
Premises  where visible from the outside of the Building,  or outside the Leased
Premises, any signs, notices, drapes,  shutters,  blinds or displays of any type
without  the prior  written  consent of  Landlord,  which  consent  shall not be
unreasonably withheld.

     23.2 Landlord reserves the right in Landlord's sole discretion to place and
locate on any roof or exterior of the Building  such signs,  notices,  displays,
and similar items as Landlord deems  appropriate in the proper  operation of the
Building.

24.  NAME OF BUILDING


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     Tenant  shall  not  refer to the  Building  by any  name  other  than  that
designated from time to time by the Landlord,  nor use such name for any purpose
other than that of the business  address of the  Building  assigned to it by the
Landlord.

25.  SUBORDINATION AND ATTORNMENT

     25.1 At Landlord's  option,  this Lease shall be subject to and subordinate
to all mortgages  (including  any deed of trust and mortgage  securing bonds and
all indentures supplemental thereto) and to all underlying,  superior, ground or
land leases which may now or hereafter  encumber the Real  Property of which the
Leased  Premises are a part,  and all renewals,  modifications,  consolidations,
replacements  and extensions  thereof of such mortgages and leases which may now
or hereafter  affect the Leased Premises or any part thereof.  The Tenant hereby
constitutes  and appoints the  Landlord its agent and  attorney,  which power of
attorney  is  coupled  with  an  interest,  for the  purpose  of  executing  any
subordination,  acknowledgment,  or agreement required by a mortgagee, lender or
lessor of Landlord.

     25.2 The Tenant  agrees that in the event that any holder of any  mortgage,
indenture,  deed of trust, or other encumbrance encumbering any part of the Real
Property becomes mortgagee in possession of the Leased Premises, the Tenant will
pay to such mortgagee all Rent  subsequently  payable  hereunder.  Further,  the
Tenant  agrees  that in the  event  of the  enforcement  by the  trustee  or the
beneficiary  under or holder or owner of any such mortgage,  deed of trust, land
or ground lease of the remedies provided for by law or by such mortgage, deed of
trust,  land or ground  lease,  the Tenant  will,  upon request of any person or
party  succeeding  to  the  interest  of  the  Landlord  as  a  result  of  such
enforcement,   automatically   become   the   tenant  of  and   attorn  to  such
successor-in-interest  without  changing the terms or  provisions of this Lease.
Upon request by such  successor-in-interest  and without cost to the Landlord or
such successor-in-interest, the Tenant shall execute, acknowledge and deliver an
instrument or instruments confirming the attornment herein provided for.

26.  ACCEPTANCE OF PREMISES

     26.1 Taking possession of the Leased Premises by Tenant shall be conclusive
evidence  as  against  Tenant  that  the  Leased   Premises  were  in  good  and
satisfactory   condition  when  possession  was  taken  and   acknowledgment  of
completion in full accordance with the terms of this Lease.

     26.2 Tenant agrees that there is no promise, representation, or undertaking
by or binding upon the Landlord with respect to any alteration,  remodeling,  or
redecorating of or installation of equipment or fixtures in the Leased Premises,
except such,  if any, as were  expressly  set forth in this Lease or the Typical
Plan Schedule attached hereto.

     26.3  Landlord  reserves the right to relocate the Tenant from the existing
premises to a  substitute  premises  within the property  (Landlord's  building,
shopping  center or complex as the case may be)  selected by the  Landlord.  The
aforesaid  right to relocate shall be exercisable at any time during the term or
option period by delivering written notice of LANDLORD'S intention not less than
ninety (90) days in advance.  Tenant shall notify  Landlord via  certified  mail
within  thirty  (30) days of notice of its intent of  acceptance  or  rejection.
Should  Tenant  notify  Landlord of rejection of premises  selected by Landlord,
Tenant may  terminate  this Lease  Agreement  and vacate prior to the end of the
ninety (90) day notice period provided by Landlord.

27.  ESTOPPEL CERTIFICATES

     Tenant agrees that it shall at any time and from time to time upon not less
than five (5) days' prior notice execute and deliver to the Landlord a statement
in writing certifying that this Lease is unmodified and in full force and effect
(or, if modified,  stating the  modifications and that the same is in full force
and  effect as  modified),  the  amount of the  annual  rental  then  being paid
hereunder,  the dates to which the rent, by installment or otherwise,  and other
charges


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hereunder  have been paid,  and  whether  or not there is any  existing
default on the part of the Landlord of which the Tenant has  knowledge  and such
other information reasonably required by Landlord or its mortgagees or any other
party with whom  Landlord  is  dealing.  Any such  statement  may be relied upon
conclusively  by any such party.  Tenant's  failure to deliver  such  statements
within such time shall be conclusive  upon the Tenant that this Lease is in full
force  and  effect,  except  as and to the  extent  any  modification  has  been
represented  by Landlord,  and that there are no uncured  defaults in Landlord's
performance,  and that  not more  than  one (1)  month's  rent has been  paid in
advance.

                              LANDLORD'S COVENANTS

     Landlord covenants and agrees with the Tenant as follows:

28.  QUIET ENJOYMENT

     Landlord  covenants and agrees with Tenant that upon Tenant paying rent and
other monetary sums due under the lease, performing its covenants and conditions
under the Lease, Tenant shall and may peaceably and quietly have, hold and enjoy
the Leased Premises for the term,  subject,  however,  to the terms of the Lease
and of any of the ground  leases,  mortgages,  or deeds of trust  referred to in
Section 25.

29.  SERVICES

     29.1 Landlord  agrees to provide,  at its cost,  water and  electricity and
telephone  connections  into the Leased  Premises  in such  capacity as shall be
sufficient to meet Tenant's requirements. In this regard, Tenant represents that
it has no  special  or  extraordinary  requirements  for  water,  telephone  and
electrical capacity relating to the operations that Tenant intends to conduct in
the Leased  Premises as  permitted in  accordance  with the terms of this Lease.
Unless  otherwise  treated as part of the Tenant Finish items to be installed as
part of this Lease,  all  connection  charges and all outlets,  risers,  wiring,
piping,  duct work or other means of  distribution  of such services  within the
Leased  Premises unless shown on the Exhibits hereto shall be supplied by Tenant
at Tenant's sole expense.  Tenant covenants and agrees that at all times its use
of any such  services  shall never  exceed the  capacity of the mains,  feeders,
ducts,  and conduits  bringing the utility  services to the Building;  provided,
however, that Tenant may increase the capacity of the mains, feeders,  ducts and
conduits  aforementioned  if Tenant pays for and  performs  all  necessary  work
therefore subject to Landlord's prior written approval, which approval shall not
be unreasonably  withheld.  Tenant shall be solely responsible for procuring all
telephone  equipment and services.  Tenant shall pay all charges  incurred by it
for any utility services used on the Leased Premises and any maintenance charges
for  utilities and shall  furnish all electric  light bulbs and tubes.  Landlord
shall not be liable for any  interruption or failure of utility  services on the
Leased Premises, unless due to the affirmative or negligent acts of Landlord.

     29.2 The Landlord  shall contract to provide air  conditioning  and heating
for the  occupied  portion  of the  Leased  Premises  during  the Term,  at such
temperatures  and  in  such  amounts  as  may  be  reasonably  required,  in the
Landlord's sole judgment,  for comfortable use and occupancy under normal office
conditions,  from 8:00 a.m. to 6:00 p.m. on Monday through Friday, and 8:00 a.m.
to 12:00  noon on  Saturday,  but not on  Sundays or  Holidays  observed  by the
Building.  Tenant shall be  responsible  for the costs of said  climate  control
services under Paragraph 7.1(c) and Paragraph 11 as applicable.

     29.3 No slowdown,  interruption,  stoppage,  or malfunction of any services
identified  in Section 29 shall  constitute  an eviction or  disturbance  of the
Tenant's use and  possession of the Leased  Premises or the Building or a breach
by the  Landlord  of any of its  obligations  under this  Lease,  nor render the
Landlord liable for damages or entitle the Tenant to be relieved from any of its
obligations  under this Lease  (including the obligation to pay Rent), nor grant
the Tenant any right of setoff or recoupment.  In no event shall the Landlord be
liable for damages to persons or property, or be in default under this Lease, as
a result of such slowdown, interruption,  stoppage, or malfunction. In the event
of any such interruption,  however,  the Landlord shall use reasonable diligence
to restore  such  service.  The Tenant  agrees that if any payment of Rent shall



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remain  unpaid  for more  than ten (10)  days  after it shall  become  due,  the
Landlord may, without notice to the Tenant, discontinue furnishing any or all of
such  services  until all  arrearages  of Rent  have been paid in full,  and the
Landlord  shall not be liable for  damages to persons or  property  for any such
discontinuance  or consequential  damages  resulting  therefrom,  nor shall such
discontinuance  in any way be construed as an eviction or constructive  eviction
of the Tenant or cause an  abatement  of Rent or  operate to release  the Tenant
from any of the Tenant's obligations under this Lease.

30.  REPAIR AND MAINTENANCE BY LANDLORD

     Subject to the other provisions of this Lease imposing obligations therefor
upon  the  Tenant,   the  Landlord  shall  as  necessary  or  when  required  by
governmental authority, repair, replace and maintain the external and structural
parts of the  Building  and grounds  which do not  comprise a part of the Leased
Premises  and  are  not  leased  to  others  and  shall  perform  such  repairs,
replacements and maintenance with reasonable dispatch, in a good and workmanlike
manner.  The Landlord  shall not be liable for any damages direct or indirect or
consequential or for damages for personal discomfort,  illness, or inconvenience
of the Tenant or the Tenant's servants,  clerks,  employees,  invitees, or other
persons by reason of failure to repair such  equipment  facilities or systems or
reasonable  delays  in  the  performance  of  such  repairs,  replacements,  and
maintenance,  unless caused by the deliberate act or omissions or the negligence
of the Landlord, its servants, agents or employees.

31.  FIRES, ETC.

     31.1 Partial Destruction. If the Leased Premises shall be partially damaged
by fire or other  cause  not  resulting  from  the act or  omission  of  Tenant,
Tenant's employees, agents, contractors,  customers,  licensees or invitees, the
damages  shall be repaired by and at the expense of  Landlord,  and the Rent due
hereunder  shall be  apportioned  according  to the part of the Leased  Premises
which is usable by Tenant until such repairs are made. If such partial damage is
due to  the  action  or  omission  of  Tenant  or  Tenant's  employees,  agents,
contractors, licensees, or Tenant's customers or invitees who Tenant negligently
leaves  in  a  position  to  cause  such  partial  damage,  there  shall  be  no
apportionment or abatement of Rent due hereunder by Tenant,  and the debris,  if
any,  shall be removed by and at the expense of Tenant.  No penalty shall accrue
for  reasonable  delay which may arise by reason of adjustment of fire insurance
on the part of Landlord or Tenant,  for reasonable delay on account of shortages
of labor  or  materials,  acts of God,  or any  other  cause  beyond  Landlord's
control. Landlord shall not be obligated to restore fixtures,  improvements,  or
other property of Tenant.

     31.2 Total Destruction.  If the Leased Premises should be totally destroyed
by fire,  tornado,  or other  casualty,  or if they  should be so  damaged  that
rebuilding or repairs  cannot be completed or commenced  within ninety (90) days
after the date upon which  Tenant is  notified  by  Landlord  of such damage (or
within ninety (90) days after the date on which Landlord otherwise becomes aware
of such damage),  this Lease shall terminate and the rent shall be abated during
the unexpired  portion of this Lease,  effective upon the date of the occurrence
of such damage.

32.  CONDEMNATION

     If all or any part of or interest in the Leased  Premises shall be taken as
a result of the  exercise  of the power of eminent  domain or  purchase  in lieu
thereof,  this Lease shall  terminate  as to the part so taken as of the date of
taking.  If a part of or interest in the Leased  Premises,  or if a  substantial
portion of the  Building is so taken,  either  Landlord or Tenant shall have the
right to  terminate  this  Lease as to the  balance of the  Leased  Premises  by
written  notice to the other  within  thirty (30) days after the date of taking;
provided,  however,  that a condition to the exercise by Tenant of such right to
terminate  shall be that the portion of the Leased  Premises  or Building  taken
shall be of such  extent and nature as to  substantially  handicap,  impede,  or
impair  Tenant's  use of the  Leased  Premises,  or the  balance  of the  Leased
Premises remaining, for the purposes for which they were leased. In the event of
any taking,  Landlord  shall be entitled to any and all  compensation,  damages,
income,  rent and awards  with  respect  thereto  except  for an award,  if any,
specified by the  condemning  authority for the fixtures and other property that
Tenant has the right to remove upon  termination  of this Lease and the value of
the unexpired




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Lease term if any. Tenant shall have no claim against Landlord for
the value of any unexpired  term. In the event of a partial taking of the Leased
Premises  which  does  not  result  in a  termination  of this  Lease,  the Rent
thereafter to be paid shall be equitably reduced. Termination as provided herein
with  respect to a total or partial  taking  shall be without  prejudice  to the
rights of either Landlord or Tenant to recover  compensation  and damages caused
by  condemnation  from the  condemner as  hereinafter  provided.  The rights and
obligations  by Landlord and Tenant with  respect to a taking or partial  taking
shall be provided herein (any statute, principle of law or rule of equity to the
contrary  notwithstanding),  and each of the parties agree to cooperate with the
other and to do  everything  necessary to effect the results  herein  described.
Landlord  and  Tenant  shall  each  have  the  right to  claim  separate  awards
consistent  with the terms of this Lease or to litigate the matter of the taking
and  damages or awards.  In the event of a taking or partial  taking  during the
term of the Lease,  all sums awarded as  compensation  for the loss or damage to
the property or the  Building,  fixtures  and  permanently  attached  equipment,
except as set forth above, shall be awarded to Landlord; and all sums awarded as
compensation  for loss or  damage  to  Tenant's  equipment  and  other  personal
property and as compensation  for loss of or detriment to the business of Tenant
upon the Leased  Premises and for loss of  anticipated  profits of such business
shall be awarded to Tenant.  If, under the laws, rules or procedures  regulating
any such taking or partial  taking,  it shall not be possible for the parties to
obtain in such  proceedings  segregation  of awards as herein above  prescribed,
then the entire award or the aggregate of the awards as may be adjudged shall be
paid to Landlord.  The foregoing provisions of this paragraph are subject to the
terms of any deed of trust conveying the Leased Premises,  the Building, or Real
Property now or hereafter in existence, and to which Landlord is a party.

33.  LOSS AND DAMAGE

     Landlord  shall not be liable to  Tenant  or  Tenant's  employees,  agents,
patrons or visitors, or to any other person whomsoever, for any injury to person
or damage to property in or about the Leased  Premises  caused by the negligence
or affirmative acts of Tenant,  its agents,  servants,  or employees,  or of any
other  person  entering  upon the  Leased  Premises  under  express  or  implied
invitation of Tenant,  or caused by the Building or any  obligation of Tenant to
maintain the Building,  or caused by leakage of gas, oil, water or steam,  or by
electricity emanating from the Building, and Tenant agrees to indemnify Landlord
and hold it  harmless  from any and all  loss,  expense,  or  claims,  including
attorneys' fees, arising out of such damage or injury.

33.1 DELAYS

     Whenever and to the extent that the Landlord  shall be unable to fulfill or
shall be delayed or restricted in the fulfillment of any obligation hereunder in
respect to the supply or provision of any service or utility or the doing of any
work,  or the  making of any  repairs  by reason of being  unable to obtain  the
material  goods,  equipment,  service,  utility,  insurance  proceeds  or  labor
required to enable it to fulfill  such  obligation  or by reason of any statute,
law, or any regulation or order passed or made pursuant  thereto or by reason of
the order passed or made pursuant thereto or by reason of the order of direction
of any  administrator,  controller,  or board or any governmental  department or
officer  or other  authority,  or by  reason of not  being  able to  obtain  any
permission or authority  required thereby or by reason of any other cause beyond
its control  whether of the  foregoing  character  or not,  including  any delay
caused by insurance  claims,  the Landlord  shall be entitled to extend the time
for fulfillment of such obligation by a time equal to the duration of such delay
or  restriction,  and the Tenant shall not be entitled to  compensation  for any
inconvenience, nuisance or discomfort thereby occasioned.

34.  DEFAULT

     34.1 The following events shall be deemed to be events of default by Tenant
under this Lease:

          (a) The failure of Tenant to timely and fully pay any  installment  of
     Rent or other  charge or money  obligation  herein  required  to be paid by
     Tenant.  Rent is due and shall be paid in advance on the first (1st) day of
     each month during the Term hereof.


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          (b) The failure of Tenant to perform,  or if not immediately  curable,
     to commence performance of (and diligently pursue performance  thereafter),
     any one or more of its other  covenants  under this Lease  within three (3)
     days after written  notice to Tenant  specifying  the covenant or covenants
     Tenant has not performed.

          c)  Tenant  becomes  insolvent,  or  makes  a  transfer  in  fraud  of
     creditors,  or makes an assignment for the benefit of creditors,  or admits
     in writing its inability to pay its debts as they become due.

          (d) The attachment,  seizure, levy upon or taking of possession by any
     creditor, receiver, or custodian of any portion of the property of Tenant.

          (e)  The   instituting   of   proceedings  in  a  court  of  competent
     jurisdiction for the involuntary  bankruptcy  arrangement,  reorganization,
     liquidation,  or dissolution of Tenant under the U.S.  Bankruptcy  Code (as
     now or hereafter in effect) or any state  bankruptcy or  insolvency  act or
     for its adjudication as a bankrupt or insolvent or for the appointment of a
     receiver of the property of Tenant,  and said proceedings are not dismissed
     or any receiver,  trustee, or liquidator appointed herein is not discharged
     within sixty (60) days after the institution of said  proceedings of Tenant
     and said proceedings are not dismissed.

          (f) Any  change  occurs in the  financial  condition  of Tenant or any
     guarantor which Landlord considers materially or significantly adverse.

          (g)  The  instituting  of  proceedings  for the  voluntary  bankruptcy
     arrangement,  reorganization,  liquidation,  or dissolution of Tenant under
     the U.S.  Bankruptcy  Code (as now or  hereafter  in  effect)  or any state
     bankruptcy or insolvency  act, or if Tenant shall  otherwise take advantage
     of any state or federal  bankruptcy  or  insolvency  act as a  bankrupt  or
     insolvent.

          (h) Tenant shall cease to conduct its normal  business  operations  in
     the Leased  Premises  or shall  vacate or  abandon  same for a period of at
     least ten (10) days.

          (I) Tenant shall  repeatedly  default in the timely payment of Rent or
     any other  charges  required  to be paid,  or shall  repeatedly  default in
     keeping, observing or performing any other covenant,  agreement,  condition
     or  provisions  of this Lease,  whether or not Tenant shall timely cure any
     such payment or other  default.  For the purposes of this  subsection,  the
     occurrence  of any such  defaults  three (3) times  during any twelve  (12)
     month period shall constitute a repeated default, regardless of cure by the
     Tenant.  The Parties agree that repeated  default shall  constitute a basis
     for eviction,  regardless of partial or total cure of the individual events
     of default by Tenant.

     34.2 No condoning, excusing, or overlooking by the Landlord of any default,
breach or  non-observance  by the  Tenant at any time or times in respect of any
covenants,  provisions, or conditions herein contained shall operate as a waiver
of the  Landlord's  right  hereunder in respect of any  continuing or subsequent
default, breach, or non-observance, or so as to defeat or affect such continuing
or subsequent  default or breach,  and no waiver shall be inferred or implied by
anything  done or omitted by the Landlord  save only express  waiver in writing.
All  rights and  remedies  of the  Landlord  in this  Lease  contained  shall be
cumulative and not alternative.

35.  REMEDIES OF LANDLORD

     35.1 If an event of default  set forth in Section  34.1  occurs,  including
repeated  default under Section  34.1(i),  the Landlord shall have the following
rights and  remedies,  in addition to all other  remedies at law or equity,  and
none of the following  whether or not exercised by the Landlord  shall  preclude
the exercise of any other right or remedy  whether  herein set forth or existing
at law or equity, and all such remedies shall be cumulative:

          (a) Landlord  shall have the right to  terminate  this Lease by giving
     the Tenant  notice in  writing  at any time.  No act by or on behalf of the
     Landlord,  such as entry of the Leased  Premises by the Landlord to perform
     maintenance  and repairs and  efforts to relet the Leased  Premises,  other
     than giving the Tenant written notice of termination,  shall terminate this
     Lease.


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     If the Landlord  gives such notice,  this Lease and the Term hereof as well
     as the  right,  title and  interest  of the Tenant  under this Lease  shall
     wholly  cease and  expire in the same  manner  and with the same  force and
     effect (except as to the Tenant's  liability) on the date specified in such
     notice as if such date were the  expiration  date of the Term of this Lease
     without the necessity of re-entry or any other act on the Landlord's  part.
     Upon any termination of this Lease,  the Tenant shall quit and surrender to
     the  Landlord  the Leased  Premises as set forth in Section  36.1.  If this
     Lease is terminated,  the Tenant shall be and remain liable to the Landlord
     for damages as  hereinafter  provided and the Landlord shall be entitled to
     recover  forthwith  from the Tenant as damages an amount equal to the total
     of:

               (i)  the  cost,   including   reasonable   attorneys'   fees,  of
                    recovering the Leased Premises;

               (ii) all Rent  accrued and unpaid at the time of  termination  of
                    the Lease,  plus  interest  thereon at the rate  provided in
                    Section 35.1(g); and

               (iii)any  other  money  and  damages  owed by the  Tenant  to the
                    Landlord.

          In addition,  the Landlord  shall also be entitled to recover from the
     Tenant as damages the amounts determined, at the Landlord's election, under
     (iv) or (v) below:

               (iv) the amount of Rent that would have been payable hereunder if
                    the Lease had not been terminated, less the net proceeds, if
                    any,  received by the  Landlord  from any  reletting  of the
                    Leased  Premises,  after deducting all costs incurred by the
                    Landlord  in finding a new tenant and  reletting  the space,
                    including  costs of remodeling and  refinishing  space for a
                    new  tenant,   reasonable  tenant  inducements,   reasonable
                    brokerage  commissions or agents'  commissions in connection
                    therewith,  redecorating  costs,  attorneys'  fees and other
                    costs and expenses  incident to the  reletting of the Leased
                    Premises  (collectively  referred  to herein  as  "Reletting
                    Costs"); provided,  however, that the Landlord shall have no
                    obligation to relet or attempt to relet the Leased Premises.
                    The Tenant  shall pay such  damages to the  Landlord  on the
                    days on which the Rent would have been  payable if the Lease
                    had not erminated; or

               (v)  the present value  (discounted  at the rate of eight percent
                    (8%) per annum) on the balance of the Rent for the remainder
                    of the stated Term of this Lease after the termination  date
                    plus  anticipated  Reletting  Costs,  Less the present value
                    (discounted  at the same  rate) of the  fair  market  rental
                    value of the Leased  Premises for such period.  No provision
                    of this  Lease  shall  limit or  prejudice  the right of the
                    Landlord  to prove and  obtain as  damages  by reason of any
                    termination  of this Lease,  an amount  equal to the maximum
                    allowed by any  statute or rule of law in effect at the time
                    when, and governing the  proceedings in which,  such damages
                    are to be  proved,  whether or not such  amount be  greater,
                    equal to or less than the amounts referred to above.

          (b) The  Landlord  may,  without  demand  or notice of any kind to the
     Tenant,  terminate the Tenant's right of possession (but not the Lease) and
     re-enter and take  possession  of the Leased  Premises or any part thereof,
     and  repossess  the same as of the  Landlord's  former estate and expel the
     Tenant  and those  claiming  through  or under the  Tenant,  and remove the
     effects of any and all such persons (forcibly, if necessary) and change the
     locks on the Leased  Premises  without being deemed guilty of any manner of
     trespass,  without  prejudice  to any  remedies  for  arrears  of  Rent  of
     preceding  breach  of  covenants  and  without  terminating  this  Lease or
     otherwise  relieving  the Tenant of any  obligation  hereunder.  Should the
     Landlord elect to re-enter as provided in this Section  35.1(b),  or should
     the Landlord take possession  pursuant to legal  proceedings or pursuant to
     any  notice  provided  for by law,  the  Landlord  may,  from time to time,
     without  terminating  this  Lease,  relet the Leased  Premises  or any part
     thereof for such term or terms and at such rental or rentals, and upon such
     other  conditions  as the  Landlord  may in its  absolute  discretion  deem
     advisable,  with the right to make  alterations  and  repairs to the Leased
     Premises.  No  such  re-entry,  repossession  or  reletting  of the  Leased
     Premises  by  the  Landlord  shall  be  construed  as an  election  on  the
     Landlord's  part to  terminate  this  Lease  unless  a  written  notice  of
     termination  is given to the  Tenant  by the  Landlord.  No such  re-entry,
     repossession  or reletting of the Leased  Premises shall relieve the Tenant
     of its  liability  and  obligation  under this  Lease,  all of which  shall
     survive such re-entry,  repossession  or reletting.  Upon the occurrence of


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     such re-entry or repossession, the Landlord shall be entitled to the amount
     of the monthly Rent which would be payable  hereunder  if such  re-entry or
     repossession  had not  occurred,  less  the net  proceeds,  if any,  of any
     reletting of the Leased  Premises after  deducting all Reletting  Costs and
     all  attorneys'  fees,  other costs and expenses  incurred in the re-entry,
     repossession and reletting procedures.  The Tenant shall pay such amount to
     the Landlord on the days on which the Rent or any other sums due  hereunder
     would have been payable hereunder if possession had not been retaken. In no
     event shall the Tenant be  entitled  to receive the excess,  if any, of net
     Rent  collected by the Landlord as a result of such reletting over the sums
     payable  by  the  Tenant  to the  Landlord  hereunder.  If  this  Lease  is
     terminated by operation of law as a result of the Landlord's  actions under
     this Section,  then the Landlord shall be entitled to recover  damages from
     the Tenant as  provided in Section  35.1(a).  The  Landlord  shall have the
     right to collect from the Tenant  amounts  equal to such  deficiencies  and
     damages  provided  for above by suits or  proceedings  brought from time to
     time on one or more occasions  without the Landlord being obligated to wait
     until the expiration of the term of this Lease.

          (c) In the event  Landlord  gives Tenant notice of default or delivers
     to Tenant a Notice of Demand for  Payment  or  Possession  pursuant  to the
     applicable  statute,  any such  notice will not  constitute  an election to
     terminate  the Lease unless  Landlord  expressly  states in any such notice
     that it is exercising its rights to terminate the Lease.

          (d) If the Tenant shall  default in making any payment  required to be
     made by the  Tenant  (other  than  payments  of Rent) or shall  default  in
     performing  any other  obligations  of the  Tenant  under this  Lease,  the
     Landlord  may,  but shall not be  obligated  to,  make such  payment or, on
     behalf of the Tenant,  expend such sum as may be  necessary to perform such
     obligation.  All sums so expended by the Landlord with interest  thereon at
     the rate  provided in Section  35.1(g) shall be repaid by the Tenant to the
     Landlord on demand. No such payment or expenditure by the Landlord shall be
     deemed a waiver of the  Tenant's  default  nor  shall it  affect  any other
     remedy of the Landlord by reason of such default.

          (e) If the  Tenant  shall  default  in making  payment of any Rent due
     under this Lease,  the Landlord  may charge and the Tenant shall pay,  upon
     demand,  interest thereon at the rate provided in Section 35.1(g),  but the
     payment of such interest shall not excuse or cure any default by the Tenant
     under this  Lease.  In  addition  to such  interest,  the  Tenant  shall be
     responsible  for the late charges set forth in Section 35.4.  Such interest
     and late payment  penalties are separate and cumulative and are in addition
     to and shall not diminish or  represent a substitute  for any or all of the
     Landlord's rights or remedies under any other provisions of this Lease.

          (f) In any  action of  unlawful  detainer  commenced  by the  Landlord
     against  the  Tenant by reason of any  default  hereunder,  the  reasonable
     rental value of the Leased Premises for the Period of the unlawful detainer
     shall be deemed to be the  amount of Rent  reserved  in this Lease for such
     period.

          (g)  Whenever  the Tenant  shall be  required  to make  payment to the
     Landlord of any sum with  interest,  interest on such sum shall be computed
     from the date such sum is due until  paid,  at an  interest  rate  equal to
     eighteen  percent  (18%) per annum or,  if such  amount  violates  any then
     applicable law with respect to interest rates, at the highest interest rate
     otherwise allowable under then applicable law. Should Tenant be in default,
     Landlord  may collect 18% interest  under this  provision or $50.00 per day
     penalty under Paragraph 4, whichever is greater.

          (h) In addition to any damages described as being collectable  herein,
     damages will also include,  in all cases,  the  unamortized  portion of any
     costs,  expenses,  or inducements provided by the Landlord to the Tenant in
     connection with this Lease. Such expenses include, without limitation,  any
     tenant  inducements  paid  directly  to the  Tenant,  expenses  incurred in
     providing tenant  improvements or other similar  improvements to the Leased
     Premises,  and free rent  periods or reduced  rent  periods  granted to the
     Tenant. All such expenses will be amortized over the Term (or initial term,
     if applicable) of the Lease and will be prorated in proportion to the total
     amount  of time of the Term of the  Lease as  compared  to the time  during
     which the Tenant performed under the Lease without default.



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          (I) As used in this Lease, the terms  "re-entry",  "take  possession",
     "repossess" and  "repossession" are not restricted to their technical legal
     meaning.

          (j) Tenant hereby expressly waives,  to the full extent waivable,  any
     and all right of redemption  granted by or under any present or future laws
     in the event of Tenant being evicted or  dispossessed  for any cause, or in
     the event of  Landlord  obtaining  possession  of the Leased  Premises,  by
     reason of the  violation by Tenant of any of the covenants or conditions of
     this Lease, or otherwise.

     35.2 As additional security for the Tenant's performance of its obligations
under this Lease,  the Tenant hereby grants to the Landlord a security  interest
in and to  all  of the  personal  property  of  Tenant  situated  on the  Leased
Premises,  subject to a perfected  purchase  money  security  interest and prior
existing security  interests,  as security for the payment of all Rent and other
sums due,  or to become  due,  under  this  Lease.  Tenant  shall  execute  such
documents  as the  Landlord may  reasonably  require to evidence the  Landlord's
security interest in such personal  property.  If the Tenant is in default under
this Lease, such personal property shall not be removed from the Leased Premises
(except to the extent such property is replaced with an item of equal or greater
value) without the prior written consent of the Landlord.  It is intended by the
parties hereto that the instrument shall have the effect of a security agreement
covering such personal property,  and the Landlord may upon the occurrence of an
event of default  set forth in  Section  34.1  exercise  any rights of a secured
party under the Uniform  Commercial Code of the State of Colorado  including the
right to take  possession  of such  personal  property  and (after ten (10) days
notice to those parties required by statute to be notified) to sell the same for
the best price  that can be  obtained  at public or private  sale and out of the
money derived therefrom,  pay the amount due the Landlord, and all costs arising
out of the execution of the provisions of this Section,  paying the surplus,  if
any, to the Tenant.  If such personal  property or any portion  thereof shall be
offered at a public sale, the Landlord may become the purchaser thereof.

     35.3 As part of the consideration for the Landlord's  executing this Lease,
Tenant hereby waives a trial by jury and the right to interpose any counterclaim
or offset of any nature or description in any litigation  between the Tenant and
Landlord with respect to this Lease,  the Leased  Premises and the  repossession
hereof.

36.  END OF TERM

     36.1 Upon the  expiration or other  termination  of this Lease,  the Tenant
shall vacate and  surrender to the  Landlord  the Leased  Premises,  broom clean
condition,  carpets professionally cleaned, dry wall repaired and in good order.
The Tenant shall remove all property of the Tenant, as directed by the Landlord.
Any property left on the Leased Premises at the expiration or other  termination
of this Lease,  or after the  occurrence  of any default as set forth in Section
34, may at the option of the Landlord either be deemed abandoned or be placed in
storage at a public  warehouse  in the name of and for the account of and at the
expense  and risk of the Tenant.  If such  property is not claimed by the Tenant
within ten (10) days after such  expiration,  termination or the happening of an
event of default,  it may be sold or otherwise disposed of by the Landlord.  The
Tenant expressly releases the Landlord from any and all claims and liability for
damage to or loss of property left by the Tenant upon the Leased Premises at the
expiration or other termination of this Lease, and the Tenant hereby indemnifies
the Landlord against any and all claims and liability with respect thereto.

     36.2 If the Tenant  shall  continue to occupy and  continue to pay rent for
the Leased  Premises  after the  expiration  of this  Lease with or without  the
consent of the Landlord,  and without any further written agreement,  the Tenant
shall be a tenant  from month to month at a monthly  Base Rent equal to the last
full monthly Base Rent  payment due  hereunder  times 1.5, and subject to all of
the  additional  rentals,  terms,  and  conditions  herein  set out except as to
expiration of the Lease Term.

37.  TRANSFER BY LANDLORD



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<PAGE>

     In the event of a sale or other transfer by the Landlord of the Building or
a portion  thereof  containing the Leased  Premises  (including a foreclosure or
deed in  lieu of  foreclosure),  the  Landlord  shall  without  further  written
agreement be freed,  released and relieved of all liability or obligations under
this Lease. The rights of Landlord under this Lease shall not be affected by any
such sale, lease or other transfer.

38.  NOTICE

     38.1 Any notice,  request,  statement,  or other  writing  pursuant to this
Lease  shall be deemed to have been  given if sent by  registered  or  certified
mail,  postage prepaid,  return receipt  requested,  to the party at the address
stated on the Facing Page of this Lease.

     38.2 Notice shall also be sufficiently  given if and when the same shall be
delivered,  in the case of notice to Landlord,  to an  executive  officer of the
Landlord,  or the managing agent, and in the case of notice to the Tenant or the
Guarantor of the Tenant,  to the Leased  Premises.  Such notice,  if  delivered,
shall be conclusively deemed to have been given and received at the time of such
delivery.  If in this Lease two or more persons are named as Tenant, such notice
shall  also be  sufficiently  given  if and when  the  same  shall be  delivered
personally to any one of such persons.

     38.3 Any party  may,  by notice to the other,  from time to time  designate
another  address in the United States or Canada to which notice mailed more than
ten (10) days thereafter shall be addressed.

39.  GOVERNING LAW

     This Lease shall be deemed to have been made in and shall be  construed  in
accordance with the laws of the State of Colorado.

40.  PAYMENT IN UNITED STATES CURRENCY/CERTIFIED FUNDS

     The rentals  reserved  herein and all other amounts  required to be paid or
payable under the  provisions of this Lease shall be paid in lawful money of the
United States. Landlord shall have the right in its sole and absolute discretion
to require  that  Rental  and all other sums due by Tenant be paid in  certified
funds.

41.  LEASE ENTIRE AGREEMENT

     The  Tenant  acknowledges  that  there are no  covenants,  representations,
warranties,  agreements,  or  conditions  expressed  or implied,  collateral  or
otherwise forming part of or in any way affecting or relating to this Lease save
expressly  set out in  this  Lease,  the  Facing  Page,  Exhibits,  Riders,  and
Schedules  attached  hereto  and that this  Lease,  the Facing  Page,  Exhibits,
Riders, and Schedules attached hereto and the Rules and Regulations  promulgated
by Landlord in accordance with Section 13 hereof constitute the entire agreement
between the Landlord and the Tenant and may not be amended or modified except as
explicitly  provided  or except by  subsequent  agreement  in  writing  of equal
formality  hereto  executed  by the party to be  charged  therewith.  The Tenant
acknowledges  that Tenant has  provided  review of and input to this Lease,  and
therefore  agrees  that this  Lease has been  jointly  drafted by  Landlord  and
Tenant.

42.  BINDING EFFECT

     Except as expressly  provided  herein,  this  indenture  shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and  permitted  assigns,  and all covenants  and  agreements  herein
contained to be observed and performed by the Tenant shall be joint and several.

43.  SECURITY DEPOSIT

     The Tenant  shall keep on deposit with the Landlord at all times during the
term of this Lease the Lease  Deposit  specified on the Lease Facing Page hereof
as  security  for the  payment



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<PAGE>



by the  Tenant of the Rent and any other  sums due under  this Lease and for the
faithful performance of all the terms, conditions,  and covenants of this Lease,
it being  expressly  understood  that the Lease  Deposit shall not be considered
advance  payment  of Rent or a  measure  of  Landlord's  damages  in the case of
default by Tenant.  If an event of a default set forth in Section  34.1  occurs,
the Landlord may (but shall not be required to) use any such deposit, or so much
thereof  as  necessary  in  payment of any Rent or any other sums due under this
Lease in default, in reimbursement of any expense incurred by the Landlord,  and
to repair any damage or to clean, paint, carpet and fumigate the Leased Premises
after  termination  of possession  by Tenant.  In such event the Tenant shall on
written  demand of the  Landlord  forthwith  remit to the  Landlord a sufficient
amount in cash to restore such deposit to its original  amount.  If such deposit
has not been utilized as aforesaid,  such deposit, or as much thereof as has not
been  utilized  for such  purposes,  shall be  refunded  to the Tenant upon full
performance  of this  Lease by the  Tenant.  Landlord  shall  have the  right to
commingle  such deposit with other funds of the Landlord,  and such deposit need
not be kept in an escrow or other segregated account. Landlord shall deliver the
funds deposited herein by the Tenant to any purchaser of the Landlord's interest
in the Leased  Premises in the event such interest be sold, and  thereupon,  the
Landlord  shall be  discharged  from  further  liability  with  respect  to such
deposit.

44.  INTERPRETATION

     Unless the context otherwise  requires,  the word "Landlord" wherever it is
used  herein  shall be  construed  to include and shall mean the  Landlord,  its
successors,  and/or assigns, and the word "Tenant" shall be construed to include
and shall mean the Tenant, and the executors, administrators,  successors and/or
assigns of the Tenant  and when  there are two or more  tenants,  or two or more
persons  bound by the  Tenant's  covenants  herein  contained  their  obligation
hereunder  shall be  joint  and  several.  The word  "Tenant"  and the  personal
pronouns  "his" or "it" relating  thereto and used  therewith  shall be read and
construed as Tenants and "his," "its," or "their" respectively as the number and
gender of the party or parties  referred  to each  require  and the tense of the
verb  agreeing  therewith,  shall be  construed  and agree with the said word or
pronoun so substituted. Time shall be of the essence in all respects hereunder.

45.  SEVERABILITY

     Should  any  provision  or  provisions  of this  Lease  be  illegal  or not
enforceable,  it or they shall be considered  separate and  severable  from this
Lease and its remaining provisions shall remain in force and be binding upon the
parties  hereto  as though  the said  provision  or  provisions  had never  been
included.

46.  CAPTIONS

     The captions  appearing within the body of this Lease have been inserted as
a matter of convenience  and for reference only and in no way define,  limit, or
enlarge the scope or meaning of this Lease or of any provision hereof.

47.  RECORDING - SHORT FORM MEMO

     This Lease shall not be recorded  in its  entirety.  If recorded by Tenant,
this Lease may be terminated  at  Landlord's  option as of the date of recording
and  Landlord  shall then have all rights and  remedies  provided in the case of
default by Tenant hereunder.  If requested by Landlord,  Tenant shall execute in
recordable  form,  a short form  memorandum  of Lease which may,  at  Landlord's
option, be placed of record.

48.  NON-WAIVER OF DEFAULTS/LANDLORD'S DEFAULT

     48.1 No waiver of any  provision  of this  Lease  shall be  implied  by any
failure of Landlord to enforce  any remedy on account of the  violation  of such
provision, even if such violation be continued or repeated subsequently,  and no
express  waiver shall affect any provision


                                                            --------    --------
                                                            initials    initials

<PAGE>


other than the one  specified in such waiver and in that event only for the time
and in the manner  specifically  stated.  No receipt of monies by Landlord  from
Tenant after the  termination  of this Lease will in any way alter the length of
the Term or Tenant's  right of possession  hereunder or, after the giving of any
notice, shall reinstate,  continue or extend the Term or affect any notice given
Tenant  prior to the  receipt of such  monies,  it being  agreed  that after the
service of notice or the  commencement  of a suit or after  final  judgment  for
possession  of the Leased  Premises,  Landlord  may receive and collect any Rent
due,  and the  payment of Rent shall not waive or affect  said  notice,  suit or
judgment,  nor shall any such  payment  be deemed to be other than on account of
the  amount  due,  nor  shall the  acceptance  of Rent be deemed a waiver of any
breach  by  Tenant  of any  term,  covenant  or  condition  of  this  Lease.  No
endorsement  or statement on any check or any letter  accompanying  any check or
payment of Rent shall be deemed an accord and satisfaction.  Landlord may accept
any such check or payment without  prejudice to Landlord's  right to recover the
balance due of any  installment  or payment of Rent or pursue any other remedies
available to Landlord with respect to any existing Defaults.  None of the terms,
covenants or conditions of this Lease can be waived by either Landlord or Tenant
except by appropriate written instrument.

     48.2 If any act or  omission by the  Landlord  shall occur which would give
the Tenant the right to damages from the Landlord or the right to terminate this
Lease by reason of a  constructive  or actual  eviction  from all or part of the
Lease  Premises  or  otherwise,  the  Tenant  shall not sue for such  damages or
exercise  any such right to  terminate  until (I) it shall  have  given  written
notice of such act or  omission  to the  Landlord  and to the  holder(s)  of the
indebtedness  or other  obligations  secured  by any  mortgage  or deed of trust
affecting the Leased  Premises or the Real Property,  if the name and address of
such holder(s) shall  previously  have been furnished to the Tenant,  and (ii) a
reasonable  period of time for remedying such act or omission shall have elapsed
following  the giving of such  notice,  during  which time the Landlord and such
holder(s),  or either of them,  their agents or employees,  shall be entitled to
enter upon the Leased  Premises  and do therein  whatever  may be  necessary  to
remedy such act or omission. Claims against insurance policies which cause delay
shall not be deemed an act or  omission  of the  Landlord  which  shall give the
Tenant right to damages from the Landlord.

49.  CERTAIN IMPOSITIONS

     The Tenant shall pay, as Additional  Rent, and shall indemnify the Landlord
against,  and  reimburse the Landlord on demand for, all future  duties,  taxes,
levies, imposts, charges and impositions,  whatsoever, imposed, assessed, levied
or collected by or for the benefit of any federal,  state or local government or
any  political  subdivision  or  taxing  authority  thereof,  together  with any
interest  thereon and  penalties  with  respect  thereto on or in respect of the
Leased Premises, the Lease or by reason of the tenancy.

50.  ENVIRONMENTAL MATTERS

     50.1 The Tenant  shall not cause or permit  any  Hazardous  Substances  (as
hereafter  defined) to be  generated,  produced,  brought  upon,  used,  stored,
treated or disposed of in, on, under or about the Leased  Premises,  except that
the  Tenant  shall be  entitled  to store  Hazardous  Substances  in the  Leased
Premises,  in the  ordinary  course  of its  business,  but only  with the prior
written consent of the Landlord. The Tenant agrees to indemnify, defend and hold
the Landlord and its officers, shareholders, directors, partners, employees, and
agents harmless from any claims, judgments,  damages,  penalties,  fines, costs,
liabilities  (including sums paid in settlement of claims),  losses or expenses,
including without limitation,  reasonable attorney's fees, reasonable consultant
fees,  and reasonable  expert fees,  which are incurred or arise during or after
the  term of this  Lease  from or in any way  connected  with  the  presence  or
suspected  presence of  Hazardous  Substances  in, on,  under or about the soil,
groundwater,  surface water,  air or soil vapor in, on under or about the Leased
Premises  arising  out of the use of the  Leased  Premises  by the  Tenant,  its
officers,  employees,  agents,  invitees,  or contractors.  Without limiting the
generality  of the  foregoing,  the  indemnification  provided  by this  Section
specifically  shall cover costs incurred in connection with any investigation of
site  conditions  existing  prior to, at or after the date of  execution of this
Lease or any remediation,  including, without limitation,  studies or reports as
needed or required,  remedial,  removal,  or  restoration  work  required by any
federal, state, or local governmental agency or political subdivision because of
the presence or suspected


                                                            --------    --------
                                                            initials    initials


<PAGE>


presence of Hazardous  Substances  in, on under or about the soil,  groundwater,
surface water, air or soil vapor on, under or about the Leased Premises, arising
out of the use of the Leased  Premises by the Tenant,  its officers,  employees,
agents, invitees, or contractors.

     50.2 For purposes of this section,  "Hazardous  Substances"  shall mean any
hazardous,  toxic, radioactive,  infectious, or carcinogenic substance material,
gas, or waste which is or becomes listed or regulated by any federal,  state, or
local law or governmental  authority or agency,  including,  without limitation,
petroleum and petroleum  products in underground tanks,  PCSs,  asbestos,  lead,
cyanide,  DDT,  and all  substances  defined as hazardous  materials,  hazardous
wastes, hazardous substances,  or extremely hazardous waste under any present or
future federal, state, or local law or regulation, as amended from time to time.

     50.3  Those  claims,   judgments,   damages,   penalties,   fines,   costs,
liabilities,  losses,  and  expenses  for which  each  party  and its  officers,
shareholders,   directors,  partners,  employees,  and  agents  are  indemnified
hereunder shall be  reimbursable as incurred  without any requirement of waiting
for the ultimate outcome of any litigation,  claim or other proceeding,  and the
indemnifying party shall pay such claims, judgments,  damages, penalties, fines,
costs,  liabilities,  losses,  and expenses as incurred by the indemnified party
within fifteen (15) days after notice itemizing the amounts incurred to the date
of such notice.  Any defense of any claim against an indemnified  party shall be
made by counsel satisfactory to the indemnified party.

     50.4 The foregoing provisions of this Section shall survive the termination
of this Lease.

51.  DISABILITIES LAWS

     51.1  Disabilities  Laws as used herein shall  include the  Americans  with
Disabilities Act and any state,  county or local laws,  statutes,  or ordinances
applicable to the Leased  Premises,  the Tenant's  business or the activities of
the Tenant in or about the Leased Premises. Disabilities Laws shall also include
any amendments thereto, regulations or court decisions interpreting such laws.

     51.2 Tenant shall comply with all  Disability  Laws relating to the use and
occupancy of and access to the Leased  Premises.  Tenant shall be responsible to
perform its own  assessment of the  compliance of the Leased  Premises with such
laws by surveying  the  facility,  determining  what barrier  removal is readily
achievable and shall comply with alternative and new  construction  requirements
of Disability  Laws.  Tenant shall bear the sole cost and expense of determining
compliance.  To  the  extent  Tenant  determines  that  compliance  may  require
alteration or future  construction on the Leased  Premises,  Tenant shall notify
Landlord  and shall obtain  Landlord's  consent to such  alteration  in advance.
Landlord shall not unreasonably withhold consent to reasonable alterations to be
made by Tenant in order to comply with the provisions of such Disabilities Laws.
In addition to any other  reasonable  requirements of Landlord for granting such
consent,  Landlord's  consent may be conditioned upon Tenant providing  adequate
assurances of the proper  completion of such  alterations and payment  therefor,
and that the  alterations  be in conformity  to the  aesthetic  style and future
expansion plans for the Building.

     Should  Landlord  incur  any  additional  costs  as a  result  of  Tenant's
occupancy of the Leased Premises and obligations  under Disability Laws,  Tenant
shall reimburse Landlord for such costs.

     51.3 Any costs  incurred by Landlord in complying  with  Disabilities  Laws
shall be considered a Common Area Maintenance  charge,  and Tenant shall pay his
pro-rata share of such charge pursuant to the provisions of this Lease.

     51.4  Tenant  hereby  indemnifies  Landlord  and  agrees to defend and hold
Landlord  harmless  from and against any and all losses,  liabilities,  damages,
injuries,  costs  (including,  without  limitation,  court costs and  reasonable
attorneys' fees), expenses and claims of any and every kind whatsoever caused by
Tenant or any of its subtenants, permittees, agents or representatives, which at
any time or from time to time may be paid,  incurred or suffered by, or



                                                            --------    --------
                                                            initials    initials


<PAGE>


asserted  against,  Landlord  for,  with  respect to or as a direct or  indirect
result of, Tenant's  failure to comply with the  requirements of paragraph 35(b)
above including,  without limitation,  any losses resulting from a diminution in
the value of the Building and any losses, liabilities, damages, injuries, costs,
expenses or claims asserted or arising under any Disabilities Laws.

     51.5  Tenant  covenants  and agrees  that:  (i) Tenant will comply with any
reasonable  requirements  of  Landlord  and any  mortgagee  from time to time to
implement or facilitate the  administration  or enforcement of any or all of the
provisions of this Section;  (ii) Tenant will certify annually,  if so requested
by Landlord  that it is in  compliance  with all  Disabilities  Laws;  and (iii)
Tenant will cause every sublease and concession  agreement to contain provisions
substantially  the  same as  those  in the  preceding  clauses  (i) and (ii) and
expressly state that they are for the benefit of and may be enforced by Landlord
and any  mortgagee  (in addition to any other  person  Tenant may desire to name
therein).

     51.6 Tenant's liability for the undertakings and  indemnification's set out
in this Section shall survive the  Termination or expiration of this Lease.  The
provisions  of this  Section  shall  govern and  control  over any  inconsistent
provisions of this Lease or any other agreement  between Landlord (or any of its
affiliates) and Tenant.

     IN WITNESS WHEREOF, the parties hereto have executed these Lease provisions
as of the Lease Date on the Office Lease Facing Page attached hereto.

         LANDLORD:

         BY:      --------------------------------------

         TENANT:

         BY:      --------------------------------------


         ITS:

         ATTEST:

         BY:      --------------------------------------



STATE OF COLORADO )
                   ) ss.
COUNTY OF EL PASO )

         Subscribed and sworn to before me this _____ day of _________, 200___.

Witness my hand and official seal.

My commission expires:____________________Notary Public:______________________


<PAGE>


                                 LEASE GUARANTY

                                    RIDER (1)

LANDLORD:                           THE LANDHUIS COMPANY
ADDRESS:                   212 N. Wahsatch Avenue, Suite 301
                           Colorado Springs, CO 80903

TENANT:                    Full Tilt Sports, Inc.
ADDRESS:                   212 N. Wahsatch Avenue, Suite 205
                           Colorado Springs, CO 80903

SUITE OR UNIT NUMBER:      205 and designated open space in basement
LEASE:

     LEASE DATE:  January 13, 2000         GUARANTY DATE:     January 13, 2000

LEASE TERM:  Three (3) years

         LEASE PERIOD:

         COMMENCEMENT DATE:  February 1, 2000

         STARTING BASE RENT:   $93,000.00  PER ANNUM, PAYABLE IN INSTALLMENTS
                                $7,750.00        PER MONTH*.

GUARANTOR:

         NAME:             Joseph F. DeBerry
         HOME ADDRESS:     2360 Biltmore Court
                           Colorado Springs, CO 80907

     THIS LEASE GUARANTY is attached to and made a part of the Lease  referenced
above.  To induce the Landlord to enter into,  to waive a default  under,  or to
extend or renew the term of the Lease, the Guarantor agrees as follows:

1.   The Guarantor hereby covenants and agrees with the Landlord,

     a.   to make due and  punctual  payment of all rent,  monies,  and  charges
          payable  under the Lease  during  the Term  thereof  and all  renewals
          thereof:

     b.   to  effect  prompt  and  complete  performance  of all and each of the
          terms,  covenants,  conditions and provisions in the Lease required on
          the part of the Tenant to be kept,  observed and performed  during the
          period of the Term and any renewals thereof; and

     c.   to indemnify and save harmless the Landlord from any loss,  attorney's
          fees, costs or damages arising out of any failure to pay the aforesaid
          rent,  monies, and charges or the failure to perform any of the terms,
          covenants, conditions and provisions of the Lease.

2.   In the event of a default under the Lease,  the Guarantor  waives any right
     to require the Landlord to:

     a.   proceed  against  the  Tenant or pursue any  rights or  remedies  with
          respect to the Lease;

     b.   proceed  against or exhaust  any  security  of the Tenant  held by the
          Landlord; or

     c.   pursue any other remedy whatsoever in the Landlord's power.



                                                            --------    --------
                                                            initials    initials


<PAGE>


          The Landlord shall have the right to enforce this Guaranty  regardless
     of the acceptance of additional  security from the Tenant and regardless of
     the release or discharge of the Tenant or any other  Guarantor of the Lease
     by the Landlord or by others,  or by operation of any law or the  amendment
     or modification of any terms of the Lease, to which the Guarantor gives the
     Tenant the express authority to consent on behalf of the Guarantor.

3.   The Guarantor  hereby  expressly  waives  notice of the  acceptance of this
     Guaranty and all notice of  non-performance,  non-payment or non-observance
     on the  part of the  Tenant  of the  terms,  covenants  or  conditions  and
     provisions of the Lease.

4.   Without  limiting the  generality  of the  foregoing,  the liability of the
     Guarantor  under  this  Guaranty  shall not be deemed to have been  waived,
     released,  discharged,  impaired  or  affected  by reason of the release or
     discharge  of the Tenant in any  receivership,  bankruptcy,  winding-up  or
     other creditor proceedings or the rejection, disaffirmance or disclaimer of
     the Lease by any party,  and shall  continue  with  respect to the  periods
     prior thereto and  thereafter,  for and with respect to the Term originally
     contemplated  and  expressed in the Lease.  The  liability of the Guarantor
     shall not be affected  by any  repossession  of the Leased  Premises by the
     Landlord,  the  extension  by Landlord of time for the payment by Tenant of
     any sums owing or payable under the Lease,  the assignment or subletting of
     the Leased Premises or the waiver,  failure,  omission or delay of Landlord
     to enforce, assert or exercise any right, power or remedy.

5.   Guarantor shall pay all costs,  charges and expenses,  including reasonable
     attorney   fees  and  court  costs,   incurred  by  Landlord  in  enforcing
     Guarantor's obligations under this Guaranty.

6.   This  Guaranty  shall  be  one  of  payment  and  performance  and  not  of
     collection.  Notwithstanding the use of the word "indemnity" or "guaranty",
     each  guarantor or indemnitor  shall be jointly and severally  liable under
     this and any other guaranty of the Lease.

7.   The Guarantor shall,  without limiting the generality of the foregoing,  be
     bound by this Guaranty in the same manner as though the Guarantor  were the
     Tenant named in the Lease.

8.   All of the terms,  agreements  and conditions of this Guaranty shall extend
     to and be binding upon the Guarantor, his heirs, executors, administrators,
     successors  and  assigns,  and  shall  inure to the  benefit  of and may be
     enforced by the Landlord, its successors and assigns, and the holder of any
     mortgage to which the Lease may be subject.

     IN WITNESS  WHEREOF,  the  undersigned  has caused this Guaranty to be duly
executed as of the Guaranty Date first above written.

-----------------------------------   ---------------------------------------
Guarantor:  Joseph F. DeBerry         Guarantor:


-----------------------------------   ---------------------------------------
SS#:                                  SS#:



Home Address:  2360 Biltmore Court
               Colorado Springs, CO  80907

                                                            --------    --------
                                                            initials    initials



<PAGE>


                        CONFIRMATION OF COMMENCEMENT DATE

                                    RIDER (2)

LANDLORD:                          THE LANDHUIS COMPANY
ADDRESS:                   212 N. Wahsatch Avenue, Suite 301
                           Colorado Springs, CO  80903

TENANT:                    FULL TILT SPORTS, INC.
ADDRESS:                   212 N. Wahsatch Avenue, Suite 205
                           Colorado Springs, CO  80903

LEASED PREMISES:           Suite 205 and designated open space in basement

     It is hereby acknowledged by and between Landlord and Tenant that the Lease
Commencement Date pursuant to section 2(d) of the General Lease  Provisions,  is
the 1st day of February, 2000.

                                   Dated this _____day of ______________, 200__.


         LANDLORD: THE LANDHUIS COMPANY

         BY:      _________________________________
                  LeRoy Landhuis


         TENANT:  FULL TILT SPORTS, INC.

         BY:      _______________________________
                   Joseph F.  DeBerry


<PAGE>


                                 TENANT PREMISES

                                    RIDER (3)

                              Typical Plan Schedule



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                                                            initials    initials


<PAGE>


                              ADDITIONAL PROVISIONS

                                    RIDER (4)

     A. The Lease shall  commence on February 1, 2000,  and terminate on January
31, 2003.

     B. Base Rent shall be paid in the following manner:

                                  BASE                      BASE
         YEAR              MONTLY RENT               ANNUAL RENT
         ----              -----------               -----------
         1                 $7,750.00                 $93,000.00
         2                 $7,750.00                 $93,000.00
         3                 $7,750.00                 $93,000.00

     C. Tenant Agrees to accept the premises in an "as is" condition  except for
the following:

D.   ADDITIONAL PROVISIONS:

     E. All other terms and conditions of this Lease shall remain in effect.


                                                            --------    --------
                                                            initials    initials




<PAGE>


                               Rules & Regulations

                                    RIDER (5)

1.   Tenant  shall not block or obstruct any of the  entries,  passages,  doors,
     hallways, or stairways of Building or garage, or place, empty, or throw any
     rubbish,  litter,  trash,  or material  of any nature  into such areas,  or
     permit  such areas to be used at any time  except for  ingress or egress of
     Tenant,  its officers,  agents,  servants,  employees,  patrons,  licenses,
     customers, visitors, or invitees.

2.   Landlord  will not be  responsible  for lost or stolen  personal  property,
     equipment, money, or any article taken from Leased Premises,  regardless of
     how or when loss occurs.

3.   Tenant  shall not install or operate  any  refrigerating,  heating,  or air
     conditioning  apparatus or carry on any mechanical  operation on the Leased
     Premises without written permission of Landlord.

4.   Tenant  shall not use Leased  Premises for  housing,  lodging,  or sleeping
     purposes  or for  the  cooking  or  preparation  of  food  without  written
     permission of Landlord.

5.   Tenant shall not bring into the Leased  Premises or keep on Leased Premises
     any fish, fowl,  reptile,  insect or animal or any bicycle or other vehicle
     without the prior written consent of Landlord;  wheelchairs,  however, will
     be permitted.

6.   No additional locks shall be placed on any door in the Building without the
     prior  written  consent of Landlord.  Landlord may at all times keep a pass
     key to the Leased  Premises.  All of  Tenant's  keys shall be  returned  to
     Landlord promptly upon termination of this Lease.

7.   Tenant  shall do no painting or  decorating  in Leased  Premises;  or mark,
     paint or cut into,  drive  nails or screw  into,  nor in any way deface any
     part of Leased  Premises or Building  without the prior written  consent of
     Landlord. If Tenant desires signal, communication,  alarm, or other utility
     or service  connection  installed  or  changed,  such work shall be done at
     expense of Tenant with the approval and under the direction of Landlord.

8.   Tenant  shall not permit the  operation  of any musical or  sound-producing
     instruments or device which may be heard outside Leased Premises,  or which
     may emanate electrical waves or x-rays or other emissions which will impair
     radio or television  broadcasting or reception from or in the Building,  or
     be hazardous to health, well-being, or condition of persons or property.

9.   Tenant shall, before leaving Leased Premises unattended, close and lock all
     doors and shut off all  utilities.  Damage  resulting from failure to do so
     shall  be paid by  Tenant.  Each  Tenant,  before  closing  for the day and
     leaving the Leased Premises, shall see that all doors are locked.

10.  Tenant shall give Landlord  prompt notice of all accidents to or defects in
     air conditioning equipment, plumbing, electrical facilities, or any part or
     appurtenance of the Leased Premises.

11.  The plumbing  facilities  shall not be used for any other purpose than that
     for which they are constructed,  and no foreign substance of any kind shall
     be thrown  therein,  and the expense of any breakage,  stoppage,  or damage
     resulting from a violation of this provision shall be borne directly by the
     Tenant, who shall, or whose officers, employees, agents, servants, patrons,
     customers,  licensees, visitors, or invitees shall have caused it. Landlord
     shall  not be  responsible  for any  damage  due to  stoppage,  backup,  or
     overflow of the drains or other plumbing fixtures.

12.  All contractors  and/or  technicians  performing work for Tenant within the
     Leased Premises,  the Building,  or garage  facilities shall be referred to
     Landlord for approval before  performing such work. This shall apply to all
     work including,  but not limited to, installation of telephones,  telegraph
     equipment,  electrical  devices  and  attachments,  and  all  installations
     affecting floors, walls, windows, doors, ceilings,  equipment, or any other
     physical feature of the Building,  Leased Premises,  or garage  facilities.
     None of this work shall be done by Tenant without  Landlord's prior written
     approval.

13.  Neither Tenant nor any officer, agent, employee, servant, patron, customer,
     visitor,  licensee,  or invitee of any Tenant shall go upon the roof of the
     Building without the written consent of the Landlord.

14.  In the event Tenant must dispose of crates,  boxes, etc. which will not fit
     into wastepaper baskets, it will be the responsibility of Tenant to dispose
     of same properly.


                                                            --------    --------
                                                            initials    initials
<PAGE>


15.  If the Leased Premises shall become infested with vermin, roaches, or other
     undesirable  creatures,  Tenant, at its sole cost and expense,  shall cause
     the Leased Premises to be  professionally  treated from time to time to the
     satisfaction  of  Landlord  and shall  employ such  exterminators  for this
     purpose as shall be approved by Landlord.

16.  Tenant shall not install any antenna or aerial  wires,  radio or television
     equipment, or any other type of equipment inside or outside of the Building
     without  Landlord's  prior  approval  in  writing  and upon such  terms and
     conditions as may be specified by Landlord in each and every instance.

17.  Tenant shall not make or permit any use of Leased  Premises,  the Building,
     or garage  facilities which,  directly or indirectly,  is forbidden by law,
     ordinance, or governmental or municipal regulation, code, or order or which
     may be disreputable or dangerous to life, limb, or property.

18.  Tenant shall not  advertise  the  business,  profession,  or  activities of
     Tenant in any  manner  which  violates  the letter or spirit of any code of
     ethics adopted by any recognized  association  or  organization  pertaining
     thereto,  use the name of the Building  for any purpose  other than that of
     the  business  address  of Tenant or use any  picture  or  likeness  of the
     Building or the Building name in any picture or likeness of the Building or
     the  Building  name  in any  letterheads,  envelopes,  circulars,  notices,
     advertisements, containers, or wrapping material without Landlord's express
     consent in writing.

19.  Tenant shall neither conduct its business nor control its officers, agents,
     employees, servants, patrons, customers,  licensees, and visitors in such a
     manner as to create any nuisance or interfere  with,  annoy, or disturb any
     other tenant or Landlord in its operation of the Building, or commit waste,
     or suffer or permit waste to be committed in Leased Premises.

20.  The Tenant shall not install in the Leased Premise any equipment which uses
     a substantial amount of electricity  without the advance written consent of
     Landlord.  The Tenant shall  ascertain from the Landlord the maximum amount
     of  electrical  current  which can safely be used in the  Leased  Premises,
     taking into account the capacity of the electric wiring in the Building and
     the Leased Premises and the need of other tenants in the Building and shall
     not use more  than  such  safe  capacity.  The  Landlord's  consent  to the
     installation  of electric  equipment  shall not relieve the Tenant from the
     obligation not to use more electricity that such safe capacity.

21.  The Tenant, without the written consent of Landlord, shall not lay linoleum
     or other similar floor covering.

22.  No outside  storage of any material,  including  disabled  vehicles will be
     permitted.

23.  Tenant shall place chair pads beneath each desk chair to protect the carpet
     in the Leased Premises.

24.  Landlord  may waive any one or more of these  Rules &  Regulations  for the
     benefit of Tenant or any other tenant, but no such waiver by Landlord shall
     be construed as a waiver of these Rules & Regulations in favor of Tenant or
     any other tenant,  nor prevent Landlord from thereafter  enforcing any such
     Rules & Regulations against any or all of the tenants of the Building.

25.  Landlord  reserves  the  right to make any such  other  reasonable  Rules &
     Regulations as, in its judgment, may from time to time be needed for safety
     and  security,  for  care  and  cleanliness  of the  Building  and  for the
     preservation   of  good  order  therein  or  in  response  to  governmental
     regulation  of any  kind.  Tenant  agrees  to  abide  by all  such  Rules &
     Regulations  hereinabove  stated and any additional  Rules and  Regulations
     which are  adopted  within  five (5) days  after  receiving  a copy of such
     additional Rules and Regulations.

26.  Tenant shall be  responsible  for the  observance  of all of the  foregoing
     Rules and Regulations by Tenant's officers,  employees,  agents,  servants,
     clients, customers, patrons, invitees, licensees, visitors and guests.