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                                                                   EXHIBIT 10.22






                                 LEASE AGREEMENT

                                     BETWEEN

                          5000 INDEPENDENCE STREET LLC
                                  ("LANDLORD")

                                       AND

                       MEDICAL DEVICE MANUFACTURING, INC.
                                   ("TENANT")



                            5000 INDEPENDENCE STREET
                             ARVADA, COLORADO 80002



                                  JULY 6, 1999

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
1. Term .................................................................................................1
2. Rent .................................................................................................2
2.1 Base Rent............................................................................................2
2.2 Adjustment to Base Rent..............................................................................2
2.3 Additional Rent......................................................................................2
2.4 Net Lease............................................................................................3
3. Landlord's Title......................................................................................3
4. Taxes ................................................................................................3
4.1 Obligation for Payment...............................................................................3
4.2 Taxes for Period Other Than Term.....................................................................3
4.3 Other Impositions....................................................................................4
4.4 Estimated Payments...................................................................................4
5. Utilities.............................................................................................4
6. Insurance.............................................................................................4
6.1 "All-Risk" Coverage..................................................................................4
6.2 General Liability....................................................................................5
6.3 Other Matters........................................................................................5
6.4 Additional Insureds..................................................................................5
6.5 Waiver...............................................................................................5
7. Tenant's Obligations..................................................................................6
7.1 Use of the Premises..................................................................................6
7.2 Tenant's Obligations with Respect to Environmental Laws..............................................6
7.3 Right to Contest Laws................................................................................8
8. Encumbrances..........................................................................................9
9. Assignments and Subleases.............................................................................9
10. Signs...............................................................................................10
11. Repairs and Maintenance.............................................................................10
12. Alterations.........................................................................................10
13. Surrender of Premises...............................................................................11
14. Damage and Destruction..............................................................................11
15. Condemnation........................................................................................12
16. Subordination.......................................................................................12
16.1 General............................................................................................12
16.2 Attornment and Non-Disturbance.....................................................................13
17. Landlord's Access...................................................................................13
18. Indemnification and Non-Liability...................................................................14
18.1 Indemnification by Tenant..........................................................................14
18.2 Indemnification by Landlord........................................................................14
18.3 Non-Liability......................................................................................14
19. Covenant of Quiet Enjoyment.........................................................................15
20. Arbitration.........................................................................................15
21. Default.............................................................................................15
</TABLE>

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<TABLE>
<S>                                                                                                 <C>
21.1 Cure...............................................................................................15
21.2 Events of Default..................................................................................15
21.3 Remedies...........................................................................................16
22. Holding Over........................................................................................17
23. Estoppel Certificates...............................................................................17
24. No Waiver...........................................................................................18
25. Miscellaneous.......................................................................................18
25.1 Authority..........................................................................................18
25.2 Force Majeure......................................................................................19
25.3 Memorandum of Lease................................................................................19
25.4 Limitation on Liability............................................................................19
25.5 Notices............................................................................................19
25.6 Attorneys' Fees....................................................................................20
25.7 Binding Effect.....................................................................................20
25.8 Headings; Meaning of Words; Entire Agreement.......................................................20
25.9 Severability.......................................................................................20
25.10 Entire Agreement..................................................................................20
26.11 Governing Law.....................................................................................21
</TABLE>


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                                 LEASE AGREEMENT


                  This lease agreement (this "Lease"), is made and entered into
this 6 day of July, 1999, by and between 5000 Independence Street LLC, a
Colorado limited liability company (the "Landlord"), and Medical Device
Manufacturing, Inc., a Colorado corporation ("Tenant").

                                    RECITALS

         A. Tenant, G&D, Inc. dba Star Guide Corporation (the "Company"), Eric
Pollock, Helene Pollock, the Helene Pollock Irrevocable Spousal Trust No. 1, the
Helene Pollock Irrevocable Spousal Trust No. 2 and G. Archambault have entered
into an Agreement for Purchase and Sale of Stock dated the date hereof (the
"Purchase Agreement"), pursuant to which Medical Device Manufacturing, Inc.
agreed to purchase all of the outstanding stock of the Company, for the
consideration stated therein.

         B. The Company has operated its business for the manufacture and sale
of precision wire parts and assemblies for medical devices (the "Business") on
the real property, including the appurtenances and existing improvements and
facility thereon, more commonly known as 5000 Independence Street, Arvada,
Colorado 80002 and further described on Schedule A attached hereto (the
"Premises"), and Tenant would like to continue to use the Premises for the
operation of the Company.

         C. Landlord owns the Premises and desires to lease the Premises to
Tenant for the operation of the Company.

                                   AGREEMENTS

         In consideration of the mutual covenants contained herein, Landlord
hereby leases to Tenant, and Tenant hereby rents from Landlord the Premises.
This Lease is made upon the following terms, covenants and conditions:

1.       TERM.

         The term of this Lease (the "Term") will be eight (8) years, commencing
on the date of this Agreement (the "Commencement Date"), and expiring at 12
o'clock midnight upon the last day of the month in which the eight anniversary
of the Commencement Date occurs, unless sooner terminated as provided herein.
Upon written notice to Landlord at least twelve months prior to the commencement
of the Renewal Term (as defined below), Tenant shall have the option to renew
this Lease for one (1) four (4) year period after the expiration of the Initial
Term (the "Renewal Term") upon the same terms and conditions hereunder. The
Initial Term and the Renewal Term, if any, are collectively referred to herein
as the "Term." If Tenant does not renew the Lease for the Renewal Term, it shall
pay a termination fee to Landlord within ten (10) days of the end of the Term in
an amount equal to two (2) months Rent.


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2.       RENT.

         2.1 Base Rent. Throughout the Term, Tenant will pay as rent for the
Premises the base annual rent (the "Base Rent") as provided in this Section 2.
Base Rent will be payable in equal monthly installments on or before the first
day of each month, in full, without deduction, abatement or setoff, at the
address specified for Landlord in Section 25.5 or such other address as Landlord
designates. The first monthly payment will be made concurrently with the
execution of this Agreement. Rent for any partial month during the Term will be
prorated on a per diem basis.

         2.2 Adjustment to Base Rent. The Base Rent for the first two (2) years
of the Term will be equal to $300,000 per year. The Base Rent for the third year
of the Term will be adjusted effective as of the first day of the third lease
year (the "Market Commencement Date") to an amount equal to the market rental
rate for the Premises on the Market Commencement Date. If Landlord and Tenant
are unable to agree upon the market rental rate for the third year within ninety
(90) days prior to the commencement of such third lease year, then the market
rental rate of the Premises will be determined by a qualified appraiser mutually
selected by Landlord and Tenant or, if Landlord and Tenant are unable to agree
upon an appraiser within seventy-five (75) days prior to the commencement date
of the third lease year, it will be determined by a qualified appraiser selected
by two (2) appraisers, one (1) of which Tenant shall designate and the other of
which Landlord shall designate at least sixty (60) days prior to the
commencement of such third lease year. Each year after the third lease year of
the Term (including each year during the Renewal Term) the Base Rent will be
adjusted effective as of the first date of the new lease year to an amount equal
to the Base Rent payable for the third year of the Term multiplied by the
Percentage Increase; provided, however, that the adjusted Base Rent for any year
after the third year of the Term (i) will not be less than the Base Rent for the
prior year and (ii) will not be increased by more than fifteen percent (15%) of
the Base Rent for the prior year. "Percentage Increase" means a fraction, the
numerator of which is the Index on the first day of the applicable lease year
less the Index on the Market Commencement Date and the denominator of which is
the Index on the Market Commencement Date. "Index" means the Consumer Price
Index for all Urban Consumers, All Items Index (1982-84 = 100), as published by
the United States Department of Labor, Bureau of Labor Statistics or such
successor index appropriately adjusted that substantially utilizes the same
items. If the Index ceases to use the 1982-84 average of 100 as the basis of
calculation, or if a substantial change is made in the terms and number of the
items composing the Index, the Index will be adjusted to reflect what would have
resulted had the change in the manner of computing the Index not been altered.

         2.3 Additional Rent. All charges, costs, expenses and taxes which
Tenant assumes or agrees to pay under any provision of this Lease will
constitute "Additional Rent." If Tenant fails to pay any such Additional Rent or
any other sum due hereunder when the same will become due, Landlord will have
all rights, powers and remedies with respect thereto as are provided herein or
by law and will, except as expressly provided herein, after notice to Tenant,
have the right to pay the same on behalf of Tenant, and any amount so advanced
on Tenant's behalf will constitute and will be payable by Tenant to Landlord as
Additional Rent due Landlord hereunder. Tenant will pay all Rent, including all
sums required to be paid as Base Rent under Section 2.1 and as Additional Rent
under this Section 2.3 and any and all other sums due hereunder when due and
payable, without notice or demand. For purposes of this Agreement, Base Rent and
Additional Rent are sometimes referred to herein as "Rent."


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         2.4 Net Lease. This Lease is a net lease and it is the intention of the
parties that, except as otherwise provided or limited by the specific provisions
of this Lease, Tenant will be responsible for all costs and expenses related to
the ownership, maintenance, repair and operation of the Premises and all
improvements located thereon and incurred or accrued during the Term.

3.       LANDLORD'S TITLE; CONDITION OF PREMISES.

                  Landlord represents that it is the owner and holder of
indefeasible fee title to the Premises, subject only to those matters set forth
on the title commitment of even date herewith from Land Title Guarantee Company.
As of the Commencement Date, the Premises are in good working order and
condition and comply in all material respects with the requirements of the
Americans with Disabilities Act, as amended from time to time.

4.       TAXES.

         4.1 Obligation for Payment. Tenant will pay as part of Additional Rent
all taxes, including without limitation real estate and personal property taxes
and assessments, assessed, levied, confirmed or imposed during the Term, whether
or not now customary or within the contemplation of Landlord and Tenant:

                  (i) upon, measured by or reasonably attributable to the cost
or value of Tenant's equipment, furniture, fixtures and other personal property
located in the Premises, or by the cost or value of any leasehold improvements
made in or to the Premises by or for Tenant, regardless of whether title to the
improvements is in Tenant or Landlord;

                  (ii) upon or measured by the Base Rent, including without
limitation any gross receipts tax or excise tax levied by the federal government
or any other governmental body with respect to the receipt of Base Rent;

                  (iii) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, or use by Tenant of the
Premises or any portion of the Premises;

                  (iv) upon this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises;

                  (v) upon the Premises and all personal property, furniture,
fixtures and equipment, and all replacements, improvements or additions to them,
whether owned by Landlord or Tenant; and

                  (vi) based in whole or in part on Base Rent, whether made in
addition to or in substitution for any other tax.

Upon written request of Landlord, Tenant shall deliver to Landlord receipts
evidencing payment of any such taxes promptly after request therefor.

         4.2 Taxes for Period Other Than Term. Any tax, including taxes that
have been paid by installment payments, relating to a fiscal period of the
taxing authority, a part of which period


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is included within the Term and a part of which is included in a period of time
prior to the Commencement Date or after the Term, whether or not such tax or
installments are assessed, levied, confirmed, imposed upon or in respect of, or
become a lien upon the Premises, or become payable, during the Term, will be
adjusted between Landlord and Tenant as of the Commencement Date or the end of
the Term, so that Tenant will pay that portion of the tax or installment which
the part of the fiscal period included in the Term bears to the fiscal period,
and Landlord will pay the remainder.

         4.3 Other Impositions. Tenant will not be obligated to pay local, state
or federal income taxes assessed against Landlord; local, state or federal
capital levy of Landlord; or sales, excise, franchise, gift, estate, succession,
inheritance or transfer taxes of Landlord or any other taxes or governmental
charges or impositions not specifically identified in Section 4.1.

         4.4 Estimated Payments. On or before the first day of each month,
Tenant will pay to Landlord one-twelfth (1/12th) of the estimated amounts of
taxes due hereunder. If at any time or times it appears to Landlord that the
estimated amounts payable under Section 4.1 for the current calendar year are
insufficient to pay the taxes due hereunder, Landlord will, by written notice to
Tenant, revise its estimate for the year, and subsequent payments by Tenant for
such year will be based upon the revised estimate. In the event that Tenant's
payments pursuant to this Section 4.4. exceed the actual taxes due, the excess
amount, at Tenant's option shall be refunded to Tenant or credited against
future payments made pursuant to this Section 4.4.

5.       UTILITIES.

         Tenant, will, at its sole expense pay the appropriate suppliers for all
water, sewer, gas, electricity, light, heat, telephone, power and other
utilities and communications services required for the operation of or furnished
to or consumed on the Premises during the Term, whether or not the services are
billed directly to Tenant. Upon written request of Tenant, Landlord shall
deliver to Tenant copies of utility invoices billed directly to Landlord for the
Premises promptly after request therefor. Tenant will also procure, or cause to
be procured, without cost to Landlord, any and all necessary permits, licenses
or other authorizations required for the lawful and proper installation and
maintenance upon the Premises of wires, pipes, conduits, tubes and other
equipment and appliances for use in supplying any of the services to and upon
the Premises. Landlord, upon reasonable request of Tenant, and at the sole
expense and liability of Tenant, will join with Tenant in any application
required for obtaining or continuing any of the services.

6.       INSURANCE.

         6.1 "All-Risk" Coverage. Landlord will obtain and keep in force, during
the Term, "all-risk" coverage insurance in the customary form in the greater
Denver metropolitan area for buildings and improvements of similar character, on
all improvements now or after this date located in or appurtenant to the
Premises. The amount of the insurance shall be equal to one hundred percent
(100%) of the then actual replacement cost of the existing improvements. Within
15 days of receiving notice of the payment by Landlord of an insurance premium
for such policy, Tenant shall reimburse Landlord for such insurance premium.



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         6.2 General Liability. Tenant will, at its sole expense, obtain and
keep in force during the Term commercial general liability insurance with a
combined single limit of not less than Three Million and No/100 Dollars
($3,000,000.00) for injury to or death of any one person, for injury to or death
of any number of persons in one occurrence, and for damage to property, insuring
against any and all liability of Landlord and Tenant with respect to the
Premises or arising out of Tenant's maintenance or use of the Premises,
including without limitation coverage for contractual liability, broad form
property damage and non-owned automobile liability. The insurance will insure
the performance by Tenant of the indemnity agreement as to liability for injury
to or death of persons and damage to property set forth in Section 18. The
insurance will be noncontributing with any insurance that may be carried by
Landlord and will contain a provision that Landlord, although named as an
insured, will nevertheless be entitled to recover under the policy for any loss,
injury or damage to Landlord, its agents and employees, or the property. The
limits and coverage of all the insurance will be adjusted by agreement of
Landlord and Tenant during every second Lease year during the Term in conformity
with the then prevailing custom of insuring liability in the greater Denver
metropolitan area, and any disagreement regarding the adjustment will be
submitted to arbitration in the manner provided in Section 20.

         6.3 Other Matters. All insurance required in this Section 6 and all
renewals of insurance will be issued by companies authorized to transact
business in the State of Colorado, and rated at least A-Class VIII by Best's
Insurance Reports (property liability). All insurance policies required to be
obtained by Tenant (i) will be subject to approval by Landlord and its lender as
to form and substance, which approval shall not be unreasonably withheld; (ii)
will expressly provide that the policies will not be canceled or altered without
thirty (30) days' prior written notice to Landlord and its lender, in the case
of "all-risk" coverage insurance, and to Landlord, in the case of general
liability insurance; and (iii) will, to the extent obtainable, provide that no
act or omission of Tenant which would otherwise result in forfeiture or
reduction of the insurance will affect or limit the obligation of the insurance
company to pay the amount of any loss sustained. Tenant may satisfy its
obligation under this Section 6 by appropriate endorsements of its blanket
insurance policies.

         6.4 Additional Insureds. All policies of liability insurance that
Tenant is obligated to maintain according to this Lease (other than any policy
of workmen's compensation insurance) will name Landlord and such other persons
or entities as Landlord specifies from time to time as additional insureds.
Original or copies of original policies (together with copies of the
endorsements naming Landlord, and any other persons or entities specified by
Landlord, as additional insureds) and evidence of the payment of all premiums of
such policies will be delivered to Landlord prior to Tenant's occupancy of the
Premises and from time to time at least thirty (30) days prior to the expiration
of the term of each policy. All public liability, property damage liability and
casualty policies maintained by Tenant will be written as primary policies, not
contributing with and not in excess of coverage that Landlord may carry. Upon
reasonable request of Tenant, Landlord will provide Tenant with a copy of the
policy described in Section 6.1.

         6.5 Waiver. Landlord and Tenant waive all rights to recover against
each other, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents,


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contractors, customers, invitees or visitors of each of theirs (collectively,
"Landlord's Agents" or "Tenant's Agents" as applicable) or of any other occupant
of the building, for any loss or damage arising from any cause covered by any
insurance required to be carried by each of them pursuant to this Section 6.5 or
any other insurance actually carried by each of them. Landlord and Tenant will
use their best efforts to cause their respective insurers to issue appropriate
waiver of subrogation rights endorsements to all policies of insurance carried
in connection with the Premises or the contents thereof. Tenant will cause all
other occupants of the Premises claiming by, under or through Tenant to execute
and deliver to Landlord a waiver of claims similar to the waiver in this Section
6.5 and to obtain such waiver of subrogation rights endorsements.

         7.       TENANT'S OBLIGATIONS.

         7.1 Use of the Premises. During the Term, the Premises shall be used by
Tenant solely for the conduct of the Business. In addition, Tenant will not use,
or permit any portion of the Premises to be used:

                  (i) in violation of any law, ordinance, order, rule,
regulation, certificate of occupancy or other governmental requirement;

                  (ii) for any disreputable business or purpose; or

                  (iii) in any manner or for any business or purpose that
creates risks of fire or other hazards, or that would in any way violate,
suspend, void or increase the rate of fire or liability or any other insurance
of any kind at any time carried by Landlord upon all or any part of the Premises
or its contents.

Tenant will comply with all laws, ordinances, orders, rules, regulations and
other governmental requirements relating to the use, condition or occupancy of
the Premises, and all rules, orders, regulations and requirements of the board
of fire underwriters or insurance service office, or any other similar body,
having jurisdiction over the building in which the Premises are located.

         7.2 Tenant's Obligations with Respect to Environmental Laws.

                  (i) Tenant and the Premises will remain in compliance with all
applicable federal, state and local laws, statutes, ordinances and regulations
relating to pollution and protection of human health and the environment
(collectively, "Environmental Laws"). All governmental permits relating to the
use or operation of the Premises required by applicable Environmental Laws are
and will remain in effect, and Tenant will comply with them.

                  (ii) Except for Permitted Materials (as defined below), Tenant
will not permit to occur any generation, manufacture, storage, treatment,
release, transportation or disposal of any Hazardous Materials (as that term is
defined below), on, in, under or from the Premises. Tenant will promptly notify
Landlord, in writing, if Tenant has or acquires notice or knowledge that any
Hazardous Material other than Permitted Material has been released, discharged,
disposed of, transported or stored on, in, under or from the Premises; and if
any Hazardous Material other than Permitted Material is found on the Premises
which resulted from, or was caused by, Tenant's use of the Premises on or after
the Commencement Date, Tenant, at its own


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cost and expense, will immediately take such action as is necessary to remediate
or remove the Hazardous Material to the satisfaction of the appropriate
governmental authorities and the reasonable satisfaction of Landlord.

                  (iii) Tenant will immediately notify Landlord and provide
copies upon receipt of all written complaints, claims, citations, demands,
inquiries, reports or notices relating to compliance with or liability under
Environmental Laws. If Tenant's use of the Premises on or after the Commencement
Date has caused such complaints, claims, citations, demands, inquiries, reports
or notices, Tenant will take all reasonable measures to promptly resolve any of
those actions and proceedings to the reasonable satisfaction of Landlord. Tenant
will keep the Premises free of any lien caused by Tenant's use of the Premises
and imposed pursuant to any Environmental Laws.

                  (iv) Landlord will have the right at all reasonable times and
from time to time to conduct environmental audits of the Premises, and Tenant
will cooperate in the conduct of those audits; provided, however, that Landlord
shall not conduct more than one environmental audit per year unless otherwise
required (a) by law or (b) by a purchaser or a lender with respect to a sale,
transfer, refinancing or other similar transaction involving the Premises.
Landlord shall give Tenant not less than five days' notice of Landlord's
intention to conduct an audit and shall make reasonable efforts not to disrupt
Tenant's business during such audits. The audits will be conducted by a
qualified consultant of Landlord's choosing, and if any Hazardous Material other
than Permitted Material is detected or if a material violation of any of the
warranties, representations or covenants of Tenant contained in this Section is
discovered and which results from, is permitted by or is caused by Tenant's use
of the Premises on or after the Commencement Date, the reasonable fees and
expenses of such consultant will be borne by Tenant and will be paid as
additional rent under this Lease within fifteen (15) days of demand by Landlord.

                  (v) Landlord may cause the removal (or other cleanup
reasonably acceptable to Landlord) of any Hazardous Materials other than
Permitted Materials from the Premises. If Tenant fails to comply with any of
Tenant's warranties, representations and covenants contained in this Section
7.2, the reasonable costs of Hazardous Materials removal and any other cleanup
(including transportation and storage costs) which results from or is caused by
Tenant's use of the Premises on or after the Commencement Date will be
additional rent under this Lease, whether or not a court has ordered the
cleanup, and those costs will become due and payable within fifteen (15) days of
demand by Landlord. Tenant will give Landlord, its agents and employees, access
to the Premises to remove or otherwise clean up any such Hazardous Material.
Landlord, however, has no affirmative obligation to remove or otherwise clean up
any Hazardous Material, and this Lease will not be construed as creating any
such obligation.

                  (vi) Tenant agrees to indemnify and hold Landlord and
Landlord's affiliates, shareholders, directors, officers, partners, joint
venturers, employees and agents harmless from, against and in respect of all
losses, liabilities, obligations, penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages, disbursements or
expenses of any kind that may at any time be imposed upon, incurred by or
awarded ("Claims") against Landlord or any of them in connection with:


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                           (1) any Hazardous Materials on, in, under or
affecting all or any portion of the Premises during the Term which results from
or is caused by Tenant's use of the Premises;

                           (2) any misrepresentation, inaccuracy or breach of
any warranty, covenant or agreement contained or referred to in this Section
7.2;

                           (3) any violation by Tenant of any Environmental Law
during the Term which results from, is permitted by or is caused by Tenant's use
of the Premises; or

                           (4) the imposition of any lien for the recovery of
any costs for environmental cleanup or other response costs relating to the
release or threatened release of Hazardous Materials after the Lease Date
arising out of Tenant's use of the Premises.

                  (vii) Landlord agrees to indemnify and hold Tenant and
Tenant's affiliates, shareholders, directors, officers, partners, joint
venturers, employees and agents harmless from, against and in respect of all
Claims against Tenant or any of them in connection with any Hazardous Materials
present at, on, under, in, affecting or released from the Premises prior to the
date of this Lease.

                  (viii) As used in this Lease, the term "Permitted Materials"
means Hazardous Materials that are sold, stored, used, generated, treated,
released, transported or disposed of in the ordinary course of Tenant's business
and in accordance with applicable Environmental Laws.

                  (ix) As used in this Lease, the term "Hazardous Materials"
shall mean and include (1) any hazardous or toxic wastes, materials or
substances, and other pollutants or contaminants, which are or become regulated
by any Environmental Laws; (2) petroleum, petroleum by-products, gasoline,
diesel fuel, crude oil or any fraction thereof; (3) asbestos and asbestos
containing material, in any form, whether friable or non-friable; (4)
polychlorinated biphenyls; (5) radioactive materials; or (6) any other material,
waste or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense, and are
defined or become defined by any Environmental Law.

         7.3 Right to Contest Laws. Tenant will have the right to contest by
appropriate proceedings diligently conducted in good faith in the name of
Tenant, or, with the prior consent of the Landlord, in the name of Landlord, or
both, without cost or expense to Landlord, the validity or application of any
law, ordinance, order, rule, regulation or legal requirement of any nature. If
compliance with any law, ordinance, order, rule, regulation or requirement may
legally be delayed pending the prosecution of any proceeding, without incurring
any lien, charge or liability of any kind against the Premises, or Tenant's
interest in the Premises, and without subjecting Tenant or Landlord to any
liability, civil or criminal, for failure so to comply, Tenant may delay
compliance until the final determination of the proceeding. Even if a lien,
charge or liability may be incurred by reason of delay, Tenant may contest and
delay, so long as (i) the contest or delay does not subject Landlord to criminal
liability and (ii) Tenant furnishes to Landlord security, reasonably
satisfactory to Landlord, against any loss or injury by reason of any contest or
delay. Landlord will not be required to join any proceedings referred to in this
Section


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unless the provision of any applicable law, rule or regulation at the time in
effect requires that the proceedings be brought by or in the name of Landlord,
or both. In that event Landlord will join the proceedings or permit them to be
brought in its name if Tenant pays all related expenses.

8.       ENCUMBRANCES.

         Tenant shall not, without Landlord's prior written consent, create or
permit to be created or remain, and will promptly discharge, at its expense, any
lien, encumbrance or charge upon the Premises or any part thereof or upon
Tenant's leasehold interest therein, which arises out of the use or occupancy of
the Premises by Tenant or by reason of any labor and material furnished or
claimed to have been furnished to Tenant or by reason of any permitted
construction, addition, alteration, repair or restoration on or of any part of
the Premises. In the event that any such lien shall be recorded against the
Premises, Tenant shall cause such lien to be released or discharged by payment
or bonding within thirty (30) days after actual notice of the recordation
thereof, or if such lien is not so discharged Tenant shall within such time
notify Landlord that Tenant desires in good faith to contest the validity of the
lien and/or the claim on which it is based. If Tenant fails to obtain discharge
and release of such lien, Landlord, after notice to Tenant, may pay and/or
otherwise obtain discharge of such lien, and all expenditures and costs incurred
thereby shall be payable as Additional Rent hereunder within thirty days after
such notice to Tenant. Notwithstanding the above and subject to Section 16,
Tenant shall have the right during the Term to subject Tenant's leasehold
interest in the Leased Premises to one or more mortgages or deeds of trust (a
"Tenant Mortgage"), or to any one or more extensions, modifications or renewals
or replacements of a Tenant Mortgage, if the Tenant Mortgage was entered into
for the purpose of securing a loan from an institutional lender ("Tenant
Mortgagee") to finance or refinance the costs and expenses of constructing any
improvements (and installing equipment and fixtures) and paying costs and fees
relating thereto. Landlord hereby agrees to execute a waiver of encumbrance and
non-disturbance agreement in a form to be mutually agreed upon by Landlord and
NationsCredit Commercial Corporation.

9.       ASSIGNMENTS AND SUBLEASES.

         Without Landlord's prior written consent, which shall not be
unreasonably withheld or delayed, Tenant will not assign, transfer or sublease
this Lease in whole or in part; provided, however, that Tenant, as long as it is
not in default under any of the terms or provisions of this Lease, may, without
Landlord's consent, (i) assign all (but not a portion) of this Lease to a
successor business entity to which Tenant assigns and transfers all or
substantially all of its business assets, (ii) transfer all (but not a portion)
of this Lease to any entity or person that controls, is controlled by, or is
under common control with Tenant (an "Affiliate"), or (iii) transfer all (but
not a portion) of this Lease to any entity or person that is not an Affiliate
and that has a net worth that is equal to or greater than Tenant's.
Notwithstanding such new assignment or transfer, Tenant shall remain liable for
the performance of Tenant's covenants and agreements and the payment of all
amounts owing under this Lease unless the transfer is to a person or entity



                                       9
<PAGE>   13

identified in clause (iii). Any assignment or subletting in violation of this
Section 9 shall be void. In the event of any assignment or subletting, the
assignee or subtenant shall assume all of Tenant's obligations under this Lease
and shall be bound to comply with all of the terms and provisions of this Lease
and Tenant, except in the case of an assignment to a person or entity identified
in clause (iii), and such assignee shall be jointly and severally liable for the
performance of Tenant's covenants and agreements under this Lease. Tenant agrees
to pay to Landlord, within ten days after demand by Landlord, the reasonable
costs and expenses of Landlord in connection with any request by Tenant for
consent to an assignment, transfer or sublease, including reasonable attorney's
fees, whether or not Landlord consents to such assignment, transfer or sublease.
Landlord hereby consents to Tenant entering into a sublease with its wholly
owned subsidiary, Star Guide Corporation.

10.      SIGNS.

         Tenant may install signs on the Premises in accordance with federal,
state and local statutes, laws, ordinances and codes with Landlord's prior
written consent, which consent shall not be unreasonably delayed or withheld.

11.      REPAIRS AND MAINTENANCE.

                  During the Term, Tenant will, at its sole cost and expense,
maintain the Premises and make repairs, restorations and replacements to the
Premises, as and when needed to preserve the Premises in the same good working
order and condition on the date of this Lease. Tenant will also, at its sole
cost and expense, maintain and repair all roadways, driveways, parking areas,
landscaping, sidewalks, fencing, lighting and other similar improvements located
on the Leases Premises, as and when needed to preserve them in the same good
working order and condition as on the date of this Lease. If Tenant fails to
make repairs, restorations or replacements, Landlord may make them at the
expense of Tenant and the expense will be collectible as Additional Rent to be
paid by Tenant within fifteen (15) days after delivery of a statement for the
expense.

12.      ALTERATIONS.

         Tenant will not make any alterations, additions or improvements to the
Premises without Landlord's prior written consent; however, Landlord's prior
written consent will not be necessary for any alteration, addition or
improvement which:

         (i) costs less than $10,000 including labor and materials;

         (ii) does not change the general character of the Premises, or reduce
the fair market value of the Premises below its fair market value prior to the
alteration, addition or improvement;

         (iii) is made with due diligence, in a good and workmanlike manner, and
in compliance with the laws, ordinances, orders, rules, regulations,
certificates of occupancy or other governmental requirements described in
Section 7; and

         (iv) is promptly and fully paid for by Tenant.

         Subject to Tenant's rights in Section 13, all alterations, additions,
fixtures and improvements, whether temporary or permanent in character, made in
or upon the Premises by Tenant, will immediately become Landlord's property and
at the end of the Term will remain on the Premises without compensation to
Tenant.



                                       10
<PAGE>   14

13.      SURRENDER OF PREMISES.

         At the end of this Lease, Tenant will surrender the Premises in the
same condition as of the date of this Lease. If Tenant is not then in default,
Tenant may remove from the Premises any trade fixtures, equipment and movable
furniture placed in the Premises by Tenant, whether or not the trade fixtures or
equipment are fastened to the Premises. Upon request of Landlord, Tenant, at its
expense, shall remove from the Premises any trade fixtures, equipment and
movable furniture placed in the Premises by Tenant. Tenant will not remove any
trade fixtures or equipment without Landlord's prior written consent if the
removal of the fixtures or equipment will impair the structure of the Premises.
Tenant will fully repair any damage occasioned by the removal of any trade
fixtures, equipment, furniture, alterations, additions and improvements. All
trade fixtures, equipment, furniture, alterations, additions and improvements
not so removed will conclusively be deemed to have been abandoned by Tenant and
may be appropriated, sold, stored, destroyed or otherwise disposed of by
Landlord without notice to Tenant or to any other person and without obligation
to account for them.

14.      DAMAGE AND DESTRUCTION.

         (a) If any building or improvements on or other portion of the Premises
shall be damaged by fire or other casualty, Tenant shall give prompt written
notice thereof to Landlord. Landlord shall promptly proceed to determine the
nature and extent of the damage or destruction and to estimate the time
necessary to repair or restore the Premises. As soon as reasonably possible,
Landlord shall give written notice to Tenant stating Landlord's estimate of the
time necessary to repair or restore the Premises ("Notice of Repair"). In case
the Premises shall be so damaged by fire or other casualty that in Landlord's
reasonable opinion, the repair or restoration of the Premises to substantially
the same condition in which it was immediately prior to the happening of the
casualty cannot be completed with the insurance proceeds available therefor
within the remaining term of this Lease using normal construction methods and
without the payment of overtime or other premiums, Landlord and Tenant shall
each have the option to terminate the Lease; provided, however, (i) that Tenant
shall also have an option to terminate this Lease if the estimate of time set
forth in the Notice of Repair is longer than one hundred twenty (120) days after
the date of the Notice of Repair and (ii) that Tenant shall not have the option
to terminate this Lease if the damage or destruction was caused by the willful
misconduct or gross negligence of Tenant or anyone claiming by, through or under
Tenant. The option by either party to terminate this Lease in accordance with
this Section 14(a) shall be given within ten days after the date of the Notice
of Repair. If either party exercises its right to terminate the Lease, the Term
shall expire ten days after the notice by either party exercising its option to
terminate the Lease. Notwithstanding the above, any obligation of Landlord to
cause the Premises to be repaired and restored is subject to any rights of a
holder of a mortgage or deed of trust encumbering any interest of Landlord in
the Premises to such proceeds.

         (b) If the Lease is not terminated in accordance with Section 14(a),
the Lease shall continue in full force and effect, and Landlord shall cause the
Premises to be repaired and restored to the extent of insurance proceeds
available therefor with reasonable diligence. There shall be no liability of
Landlord by reason of any injury to or interference with Tenant's business or
property arising from the making of any repairs, alterations or improvements in
or to any


                                       11
<PAGE>   15

portion of the Premises or in any fixtures, appurtenances or equipment
therein. Tenant understands that Landlord will not carry insurance of any kind
on Tenant's equipment or other property, and Landlord shall not be required to
repair, replace or restore any of Tenant's furniture, furnishings or fixtures
and equipment removable by Tenant or any improvements, alternations or additions
installed by or for the benefit of Tenant under the provisions of this Lease,
which shall be repaired or replaced by Tenant at its own expense.

         (c) The proceeds of any insurance maintained in accordance with Section
6(a) on the Premises, other than casualty insurance maintained by Tenant on
Tenant's personal property, shall be paid to and become the property of
Landlord, subject to any obligation of Landlord to cause the Premises to be
repaired and restored in accordance with this Section 14. Notwithstanding any
payment by Tenant for the cost of insurance premiums for insurance maintained on
behalf of Landlord, Tenant acknowledges that it has no right to receive any
proceeds from any such insurance policy or other policies carried by Landlord
and that such insurance is for the sole benefit of Landlord. Landlord and Tenant
shall cooperate with each other in the collection of any insurance proceeds
which may be payable in the event of any loss, including the execution and
delivery of any proof of loss or other actions required to effect recovery. The
proceeds of any insurance maintained by Landlord on the personal property of
Tenant shall be paid to and become the property of Tenant.

15.      CONDEMNATION.

         If, by exercise of the right of eminent domain or by conveyance made in
response to the threat of the exercise of such right (in either case a
"Taking"), all of the Premises are taken, or if so much of the Premises are
taken that the Premises (even if the restorations described in Section 14 were
to be made) cannot be used by Tenant for the purposes for which they were used
immediately before the Taking, this Lease will end on the earlier of the vesting
of title to the Premises in the condemning authority or the taking of possession
of the Premises by the condemning authority (in either case the "Ending Date").
If this Lease ends according to this Section 15, prepaid rent will be
appropriately prorated to the Ending Date. If part of the Leased Property are
taken or conveyed without substantially interfering with Tenant's use of the
Premises, this Lease shall not terminate but shall remain in full force and
effect as to the part not taken or conveyed and the Rent to be paid by Tenant
during the remainder of the Term shall be reduced to reflect the impact of such
taking on Tenant.

16.      SUBORDINATION.

         16.1 General. This Lease and Tenant's rights under this Lease are
subject and subordinate to any first mortgage, first deed of trust or other
first lien, encumbrance or indenture, together with any renewals, extensions,
modifications, consolidations and replacements of them, which now or at any
subsequent time affect the Premises, any interest of Landlord in the Premises or
Landlord's interest in this Lease and the estate created by this Lease (except
to the extent that any such instrument expressly provides that this Lease is
superior to it). Any Tenant Mortgage and the rights thereunder are subject and
subordinate to any mortgage, deed of trust or other lien, encumbrance or
indenture, together with any renewals, extensions, modifications, consolidations
and replacements of them, which now or at any subsequent time affect the


                                       12
<PAGE>   16

Premises, any interest of Landlord in the Premises or Landlord's interest in
this Lease and the estate created by this Lease. This Section 16.1 will be
self-operative and no further instrument of subordination will be required in
order to effect it. Nevertheless, Tenant shall or shall cause Tenant Mortgagee
to execute, acknowledge and deliver to Landlord, at any time and from time to
time, upon demand by Landlord, any documents as may be reasonably requested by
Landlord, or any mortgagee or any holder of a deed of trust or other instrument
described in this Section 16, to confirm or effect the subordination.

         16.2 Attornment and Non-Disturbance If any holder of any mortgage,
indenture, deed of trust or other similar instrument described in Section 16.1
succeeds to Landlord's interest in the Premises, Tenant will, upon request of
anyone so succeeding to the interest of Landlord, automatically become the
Tenant of, and attorn to, the successor in interest without change in this
Lease. The successor in interest will not be bound by any claim against Landlord
arising prior to the date on which the successor succeeded to Landlord's
interest. Upon request by the successor in interest, Tenant will execute,
acknowledge and deliver an instrument or instruments confirming the attornment,
provided such instrument provides that the successor in interest will not
disturb Tenant in its use of the Premises in accordance with this Lease.

17.      LANDLORD'S ACCESS.

         Landlord, its agents, employees and contractors, may enter the Premises
at any time in response to an emergency and, otherwise, upon reasonable prior
notice and at reasonable hours to (a) inspect the Premises, (b) determine
whether Tenant is complying with its obligations in this Lease, (c) supply any
other service which this Lease requires Landlord to provide, (d) post notices of
nonresponsibility or similar notices, or (e) make repairs which this Lease
requires Landlord to make.




                                       13
<PAGE>   17

18.      INDEMNIFICATION AND NON-LIABILITY.

         18.1 Indemnification by Tenant. Tenant will indemnify and hold Landlord
and Landlord's affiliates, members, officers, directors, shareholders, partners,
joint venturers, agents and employees, harmless from, against and in respect of
any and all demands, claims, causes of action, fines, penalties, damages
(including consequential damages), losses, liabilities, judgments and expenses
(including without limitation reasonable attorneys' fees and court costs)
incurred on or after the Commencement Date in connection with or arising from
(i) the use of the Premises by Tenant or any person claiming under Tenant; (ii)
any activity, work or thing done or permitted or suffered by Tenant in or about
the Premises; (iii) any acts, omissions or negligence of Tenant, any person
claiming under Tenant, or any of Tenant's Agents; (iv) any breach, violation or
nonperformance by Tenant, any person claiming under Tenant, or any of Tenant's
Agents of any term, covenant or provision of this Lease or any law, ordinance or
governmental requirement of any kind; or (v) any injury or damage to the person,
property or business of Tenant or any of Tenant's Agents or any other person
entering upon the Premises under the express or implied invitation of Tenant,
except to the extent the same is caused by or results from the gross negligence
or willful act of Landlord or any of Landlord's Agents.

         18.2 Indemnification by Landlord. Landlord will indemnify and hold
Tenant and Tenant's affiliates, members, officers, directors, shareholders,
partners, joint venturers, agents and employees harmless from, against and in
respect of any and all demands, claims, causes of action, fines, penalties,
damages (including consequential damages), losses, liabilities, judgments and
expenses (including without limitation reasonable attorneys' fees and court
costs) incurred in connection with or arising from any injury or damage to the
person, property or business of Tenant or any of Tenant's Agents or any other
person entering upon the Premises or under the express or implied invitation of
Tenant that is caused by or results from the gross negligence or willful act of
Landlord or any of Landlord's Agents.

         18.3 Non-Liability. Tenant agrees that Landlord and Landlord's Agents
will not be liable for any loss, injury, death or damage (including
consequential damages) to persons, property or Tenant's business occasioned on
or after the Commencement Date by theft; act of God; public enemy; injunction;
riot; strike; insurrection; war; court order; requisition; order of governmental
body or authority; fire; explosion; falling objects; steam, water, rain or snow;
leak or flow of water (including water from the elevator system), rain or snow
from the Premises or into the Premises or from the roof, street, subsurface or
from any other place, or by dampness, or from the breakage, leakage, obstruction
or other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures of the Premises; or from construction, repair
or alteration of the Premises or from any acts or omissions of any visitor of
the Premises, or from any cause beyond Landlord's control, except as the same is
caused by or results from the gross negligence or willful act of Landlord or any
of Landlord's Agents.



                                       14
<PAGE>   18

19.      COVENANT OF QUIET ENJOYMENT.

         So long as Tenant pays the Rent and performs all of its obligations
under the terms and conditions of this Lease, Tenant's possession of the
Premises will not be disturbed by Landlord, or anyone claiming by, through or
under Landlord, or by the holders of the mortgages described in Section 16.

20.      ARBITRATION.

         Any controversy or claim arising out of or relating to this Lease or
the formation, breach or interpretation hereof, will be settled by arbitration
before one arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association in Denver, Colorado. Judgment upon the award
rendered by the arbitration may be entered and enforced in the court with
jurisdiction over the appropriate party. All controversies not subject to
arbitration or contesting any arbitration will be litigated in the federal or
state courts sitting in Denver, Colorado (and each of the parties hereto hereby
consent to the exclusive jurisdiction of such courts and waive any objections
thereto).

21.      DEFAULT.

         21.1 Cure. If Tenant fails to pay when due amounts payable under this
Lease or to perform any of its other obligations under this Lease within the
time permitted for its performance, then Landlord, after ten (10) days' written
notice to Tenant and without waiving any of its rights under this Lease, may
(but will not be required to) pay the amount or perform the obligation. All
amounts so paid by Landlord and all costs and expenses incurred by Landlord in
connection with the performance of any obligations (together with interest at
the rate of ten percent (10%) per annum from the date of Landlord's payment of
the amount or incurring of each cost or expense until the date of full repayment
by Tenant) will be payable by Tenant to Landlord on demand. In the proof of any
damages that Landlord may claim against Tenant arising out of Tenant's failure
to maintain insurance, Landlord will not be limited to the amount of the unpaid
insurance premium but will also be entitled to recover as damages for the breach
the amount of any uninsured loss (to the extent of any deficiency in the
insurance required by the provisions of this Lease), damages, costs and expenses
of suit, including reasonable attorneys' fees, arising out of damage to, or
destruction of, the Premises occurring during any period for which Tenant has
failed to provide the insurance.

         21.2 Events of Default. The following occurrences are "Events of
Default" hereunder:

                  (i) Tenant defaults in the due and punctual payment of Rent,
and the default continues for ten (10) days following written notice to Tenant;
however, Tenant will not be entitled to more than two (2) notices for default in
payment of Rent during any lease year, and if, within such lease year after any
such notices have previously been given, any Rent is not paid when due, an event
of default will have occurred without further notice;

                  (ii) Tenant vacates or abandons the Premises;


                                       15
<PAGE>   19

                  (iii) this Lease or the Premises or any part of the Premises
is taken upon execution or by other process of law directed against Tenant, or
is taken upon or subjected to any attachments by any creditor of Tenant or
claimant against Tenant, and the attachment is not discharged within fifteen
(15) days after its levy;

                  (iv) Tenant files a petition in bankruptcy or insolvency or
for reorganization or arrangement under the bankruptcy laws of the United States
or under any insolvency act of any state, or is dissolved or makes an assignment
for the benefit of creditors;

                  (v) involuntary proceedings under any bankruptcy laws or
insolvency act or for the dissolution of Tenant are instituted against Tenant,
or a receiver or trustee is appointed for all or substantially all of Tenant's
property, and the proceeding is not dismissed or the receivership or trusteeship
is not vacated within sixty (60) days after institution or appointment; or

                  (vi) Tenant breaches any of the other agreements, terms,
covenants or conditions that this Lease requires Tenant to perform, and the
breach continues for a period of ten (10) days after notice by Landlord to
Tenant.

         21.3 Remedies. If any one or more Events of Default set forth in
Section 21.2 occurs and is not cured in accordance with it terms, then Landlord
may, at its election, either:

                  (i) give Tenant written notice of its intention to terminate
this Lease on the date of the notice or on any later date specified in the
notice, and, on the date specified in the notice, Tenant's right to possession
of the Premises will cease and the Lease will be terminated, except as to
Tenant's liability set forth in this Section 21.3(i), as if the date fixed in
the notice were the end of the Term. If this Lease is terminated pursuant to the
provisions of this Section 21.3(i), Tenant will remain liable to Landlord for
damages in an amount equal to the Rent and other sums that would have been owing
by Tenant under this Lease for the balance of the Term if this Lease had not
been terminated, less the net proceeds, if any, of any reletting of the Premises
by Landlord subsequent to the termination, after deducting all Landlord's
expenses in connection with reletting, including without limitation the expenses
set forth in Section 21.3(ii). Landlord will be entitled to collect damages from
Tenant monthly on the date on which the Rent and other amounts would have been
payable under this Lease if it had not been terminated, and Landlord will be
entitled to receive damages from Tenant on such dates; or

                  (ii) re-enter and take possession of the Premises or any part
of the Premises; expel the Tenant from the Premises and those claiming through
or under Tenant; and remove the effects of both or either, without being deemed
guilty of any manner of trespass and without prejudice to any remedies for
arrears of rent or preceding breach of covenants or conditions. If Landlord
elects to re-enter the Premises as provided in this Section 21.3(ii) and take
possession of the Premises pursuant to legal proceedings or pursuant to any
notice provided by law, Landlord may, from time to time, without terminating
this Lease, relet the Premises or any part of the Premises, in Landlord's or
Tenant's name but for the account of Tenant, for the term or terms (which may be
greater or less than the period which would otherwise have constituted the
balance of the Term) and on such terms and conditions (which may include
reasonable


                                       16
<PAGE>   20


concessions of free rent and the alteration and repair of the Premises
consistent with the then prevailing market) as Landlord, in its reasonable
discretion, may determine; provided, however, in calculating the amount due from
Tenant hereunder, Tenant shall only be obligated to pay the costs and expenses
associated with the concession of free rent for a two-month period and the costs
and expenses associated with a concession of free rent beyond such two-month
period shall be the responsibility of the Landlord. Landlord may collect and
receive the Rent for the Premises. No re-entry or taking possession of the
Premises by Landlord will be construed as an election on Landlord's part to
terminate this Lease unless a written notice of the intention is given to
Tenant. No notice from Landlord under this Lease or under a forcible entry and
detainer statute or similar law will constitute an election by Landlord to
terminate this Lease unless the notice specifically says so. Landlord reserves
the right following any re-entry or reletting, or both, to exercise its right to
terminate this Lease by giving Tenant written notice, and in that event the
Lease will terminate as specified in the notice. If Landlord elects to take
possession of the Premises according to this Section 21.3(ii) without
terminating the Lease, Tenant will pay Landlord the Rent and other sums which
would be payable under this Lease if the repossession had not occurred, less the
net proceeds, if any, of any reletting of the Premises after deducting all of
Landlord's reasonable expenses incurred in connection with the reletting,
including without limitation all repossession costs, brokerage commissions,
legal expenses, attorneys' fees, expenses of employees, alteration, remodeling
and repair costs, and expenses of preparation for the reletting. Tenant will pay
the amounts to Landlord monthly on the dates on which the rent and all other
amounts owing under this Lease would have been payable if possession had not
been retaken, and Landlord will be entitled to receive the rent and other
amounts from Tenant on such dates.

22.      HOLDING OVER.

         If Tenant remains in possession of the Premises after the end of this
Lease, Tenant will occupy the Premises as a Tenant from month to month, subject
to all conditions, provisions and obligations of this Lease in effect on the
last day of the Term, provided, however, Rent shall be increased to 125% of the
existing Rent at the end of the Term.

23.      ESTOPPEL CERTIFICATES.

         Within no more than ten (10) days after written request by Landlord but
no more frequently than one (1) times during each twelve-month period of the
Term unless otherwise required by (a) law or (b) a purchaser or a lender with
respect to a sale, transfer, refinancing or other similar transaction, Tenant
will execute, acknowledge and deliver to Landlord a certificate stating:

                  (i) that this Lease is unmodified and in full force and
effect, or, if the Lease is modified, the way in which it is modified,
accompanied by a copy of the modification agreement;

                  (ii) the date to which rental and other sums payable under
this Lease have been paid;


                                       17
<PAGE>   21

                  (iii) that no notice has been received by Tenant of any
default which has not been cured, or, if the default has not been cured, what
Tenant intends to do in order to effect the cure, and when it will do so;

                  (iv) that Tenant has accepted and occupied the Premises;

                  (v) that Tenant has no claim or offset against Landlord, or,
if it does, stating the nature of the claim or offset; and

                  (vi) other matters as may be reasonably requested by Landlord.

Any certificate may be relied upon by any prospective purchaser of the Premises
and any prospective mortgagee or beneficiary under any deed of trust or mortgage
encumbering the Premises. If Landlord submits a completed certificate to Tenant,
and if Tenant fails to object to its contents within ten (10) days after its
receipt of the completed certificate, the matters stated in the certificate will
conclusively be deemed to be correct.

24.      NO WAIVER.

         No waiver of any condition or agreement in this Lease by either
Landlord or Tenant will imply or constitute a further waiver by such party of
the same or any other condition or agreement. No act or thing done by Landlord
or Landlord's employees or agents during the Term will be deemed an acceptance
of a surrender of the Premises and no agreement to accept the surrender will be
valid unless in writing signed by Landlord. The delivery of Tenant's keys to any
employee or agent of Landlord will not constitute a termination of this Lease
unless Landlord has entered into a written agreement to that effect. No payment
by Tenant, or receipt from Landlord, of a lesser amount than the Rent or other
charges stipulated in this Lease will be deemed to be anything other than a
payment on account of the earliest stipulated Rent. No endorsement or statement
on any check or any letter accompanying any check or payment as Rent will be
deemed an accord and satisfaction. Landlord will accept the check for payment
without prejudice to Landlord's right to recover the balance of the Rent or to
pursue any other remedy available to Landlord. If this Lease is assigned, or if
the Premises or any part of the Premises are sublet or occupied by anyone other
than Tenant, Landlord may collect Rent from the assignee, subtenant or occupant
and apply the net amount collected to the Rent reserved in this Lease. No
collection will be deemed a waiver of the covenant in this Lease against
assignment and subletting; the acceptance of the assignee, subtenant or occupant
as Tenant; or a release of Tenant from the complete performance by Tenant of its
covenants in this Lease.

25.      MISCELLANEOUS.

         25.1 Authority. If Tenant signs this Lease as a corporation, each of
the persons executing this Lease on behalf of Tenant warrants to Landlord that
Tenant is a duly authorized and existing corporation, that Tenant is qualified
to do business in the state in which the Premises are located, that Tenant has
full right and authority to enter into this Lease, and that each and every
person signing on behalf of Tenant is authorized to do so. Upon Landlord's
request, Tenant will provide evidence satisfactory to Landlord confirming these
representations.


                                       18
<PAGE>   22

         25.2 Force Majeure.

         Anything in this Lease to the contrary notwithstanding, providing such
cause is not due to the willful act or neglect of Landlord, Landlord shall not
be deemed in default with respect to the performance of any of terms, covenants
and conditions of this Lease if the same shall be due to any strike, lockout,
civil commotion, war-like operation, invasion, rebellion, hostilities, military
or usurped power, sabotage, governmental regulations, controls, restrictions or
delays, inability to obtain any materials, services, zoning, Project permits,
Acts of God, fire or other unavoidable casualty, earthquake, floods, explosions,
actions of the elements, extreme weather conditions, undue precipitation, other
weather conditions, delays caused by Tenant or other cause beyond the reasonable
control of Landlord.

         25.3 Memorandum of Lease.

         Upon mutual consent of the parties hereto, this Lease or a memorandum
hereof may be recorded by the parties.

         25.4 Limitation on Liability.

         Notwithstanding anything to the contrary herein, Landlord's liability
under the Lease shall be limited to Landlord's interest in the Building.

         25.5 Notices. Any notice, request, demand, consent, approval or other
communication required or permitted under this Lease will be written and will be
deemed to have been given (i) when personally delivered, or (ii) on the third
day after it is deposited in any depository regularly maintained by the United
States postal service, postage prepaid, certified or registered mail, return
receipt requested, addressed to:

         If to Landlord:            5000 Independence Street
                                    Arvada, Colorado  80002
                                    Attention: Eric Pollock
                                    Telecopy:
                                             ----------------

         With a copy to:            Hogan and Hartson, L.L.P.
                                    1200 17th Street
                                    Suite 1500
                                    Denver, Colorado 80202
                                    Attention: Douglas A. Pluss
                                    Telecopy: (303) 899-7333


                                       19
<PAGE>   23

         If to Tenant:              5000 Independence Street
                                    Arvada, Colorado  80002
                                    Attention: Steve Neumann
                                    Telecopy:
                                             ----------------

         With a copy to:

                                    -------------------------
                                    -------------------------
                                    -------------------------
                                    Attention:
                                              ---------------
                                    Telecopy:
                                             ----------------

Either Landlord or Tenant may change its address or addressee for purposes of
this Section by giving ten (10) days prior notice according to this Section. Any
notice from Landlord to Tenant will be deemed to have been given if delivered to
the Premises, addressed to Tenant, whether or not Tenant has vacated or
abandoned the Premises.

         25.6 Attorneys' Fees. If Landlord and Tenant litigate any provision of
this Lease or the subject matter of this Lease, the unsuccessful litigant will
pay to the successful litigant all costs and expenses, including reasonable
attorneys' fees and court costs, incurred by the successful litigation at trial
and on any appeal. If, without fault, either Landlord or Tenant is made a party
to any litigation instituted by or against the other, the other will indemnify
the faultless one against all loss, liability and expense, including reasonable
attorneys' fees and court costs, incurred by it in connection with the
litigation.

         25.7 Binding Effect. This Lease will inure to the benefit of, and will
be binding upon, Landlord's successors and assigns. This Lease will inure to the
benefit of, and will be binding upon, the Tenant's successors and assigns so
long as the succession or assignment is permitted by Section 9.

         25.8 Headings; Meaning of Words; Entire Agreement. The headings used in
this Lease are inserted for convenience and are not to be considered in the
construction of the provisions of this Lease. The word "Landlord" means only the
owner of the Premises from time to time, and, in the event of any sale or
conveyance of the Premises, the Landlord shall be released from all covenants,
agreements and conditions as Landlord hereunder and without further agreement
between the parties, the purchaser or other transferee of the Premises shall be
deemed to have assumed all covenants, agreements and conditions of Landlord
hereunder.

         25.9 Severability. The invalidity or unenforceability of any provision
of this Lease shall not effect or impair the validity of any other provision.
The laws of the state in which the Project is located shall govern the
interpretation, validity, performance and enforcement of this Lease.

         25.10 Entire Agreement. This Lease, any exhibits hereto, and the
Purchase Agreement constitute the entire agreement of the parties with respect
to the Premises and all prior understandings and agreements are hereby
superseded. This Lease may not be amended or modified except by agreement in
writing signed by both parties.


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         25.11 Governing Law. This Lease shall be governed, construed and
enforced with the Laws of the State of Colorado, without regard to conflicts of
law principles.



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<PAGE>   25



         Landlord and Tenant have executed this Lease as of the date first
written above.


         LANDLORD:

         5000 INDEPENDENCE STREET LLC, a Colorado
         Limited Liability Company


         By: /s/ DAVID POLLOCK
            -----------------------------------
         Name: David Pollock
              ---------------------------------
         Its: Manager
             ----------------------------------

         TENANT:

         MEDICAL DEVICE MANUFACTURING, INC., a Colorado
         corporation


         By: /s/ BRUCE L. ROGERS
            -----------------------------------
         Name: Bruce L. Rogers
              ---------------------------------
         Its: Vice President
             ----------------------------------



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