Exhibit 10.2

                                  Office Lease


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                          AXIS COMMERCIAL REALTY, INC.

                                  OFFICE LEASE


         THIS  LEASE,  dated and entered  into this  25th   day of    June    ,
                                                    _______         __________
1996, by and between AXIS COMMERCIAL REALTY,  INC., a Colorado  corporation,  as
agent for the  Lessor,  having an office at 1660 S.  Albion  Street,  Suite 806,
Denver, Colorado, 80222 (hereinafter called "Lessor") and:


                          CAPITAL RESERVE CORPORATION,
                             a Colorado corporation


(hereinafter called "Lessee").

                              W I T N E S S E T H:

         Lessor  hereby  leases to Lessee and Lessee  hereby  leases from Lessor
certain premises in a building known as:

                              GREENWOOD PLAZA EAST
                         7860 E. Berry Place, Suite 120
                            Englewood, Colorado 80111

as shown outlined in red on Exhibit "A", attached hereto and made a part hereof,
consisting of  approximately  seven hundred  fifty (750)  rentable  square feet,
(hereinafter referred to as the "Premises").
 Lessee shall also have the right to use in  conjunction  with other  tenants in
the  building  certain  common  facilities,   hallways,  rest  room  facilities,
elevators and stairs.

         1.       TERM

                  The term of this Lease  shall be for a period of one (1) year,
commencing on July 1, 1996, ("Commencement Date") for, during and until June 30,
1997,  ("Expiration  Date") unless sooner  terminated  pursuant to any provision
hereof. In the event the Commencement Date is delayed,  the Expiration Date will
be extended by the same number of days.

                  If the Premises  are not  suitable for  occupancy by the above
Commencement  Date because  remodelling  described in Paragraph 4 hereof has not
been sufficiently completed,  the Commencement Date shall be extended until such
time as Lessor obtains a Certificate of Occupancy from the appropriate  building
department.  In such  event,  the  Expiration  Date of this Lease  shall also be
extended by the same number of days as the Commencement Date is extended.

                  If  no  Certificate   of  Occupancy  is  required,   then  the
Commencement  Date  shall be  extended  until  such  date as  remodelling  to be
performed  by Lessor  pursuant  to  Paragraph  4 hereof  has been  substantially
completed so that the Lessee can take possession of the Premises. In such event,
the Expiration Date shall also be extended accordingly.

                  In the event the Commencement Date and the Expiration Date are
extended hereby, the parties agree to execute Exhibit "D", entitled  "Acceptance
of Premises", attached hereto and incorporated herein.





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         2.       RENT

                  (a)  Lessee  agrees to pay  Lessor for the full term a minimum
rental on said  Premises in the total sum of Nine  Thousand  and 00/100  Dollars
($9,000.00),  payable in advance in monthly  installments  as set forth below on
the first day of each  month  during the term  hereof  without  prior  notice of
demand,  deduction or set off, in lawful money of the United  States of America.
Rental payments shall be prorated at the rate of  one-thirtieth  (1/30th) of the
monthly rental per day for any partial month.  Rental  payments shall be paid to
Lessor at its office at 1660 S. Albion Street,  or at such other place or places
as Lessor may from time to time  designate in writing.  Lessee agrees to pay the
rent  as  herein  provided  promptly  at the  times  and in  the  manner  herein
specified.  The  minimum  rental  rate for the  entire  Lease term is Twelve and
00/100  Dollars  ($12.00) per square foot per year,  or Seven  Hundred Fifty and
00/100 Dollars ($750.00) per month.

                  ADDITIONAL RENT

                  (b) Lessee  agrees to pay  additional  rent as provided for in
Paragraph 3.

                  SECURITY DEPOSIT

                  (c) It is agreed that Lessee, at the time of execution of this
Lease,  has  deposited  with the  Lessor,  and will keep on deposit at all times
during the term and any extended term of this Lease,  the sum of Zero and 00/100
Dollars  ($0.00) as  security  for the full and  faithful  performance  of every
provision  of this Lease to be  performed  by Lessee.  If Lessee  defaults  with
respect  to any  provision  of this  Lease,  including  but not  limited  to the
provisions  relating to the payment of rent,  Lessor may, if such default is not
corrected  within five (5) days of written  notice from  Lessor,  use,  apply or
retain all or any part of this  security  deposit for the payment of any rent or
any sum, in default,  or for the payment of any other  amount  which  Lessor may
spend or  become  obligated  to spend  by  reasons  of  Lessee's  default  or to
compensate Lessor for any other loss or damage which Lessor may suffer by reason
of  Lessee's  default.  If any  portion of said  deposit is so used or  applied,
Lessee shall within five (5) days after  written  demand  therefor  deposit cash
with  Lessor in an amount  sufficient  to restore  the  security  deposit to its
original amount and Lessee's failure to do so shall be a material breach of this
Lease. Said deposit shall not be considered as liquidated  damages and if claims
of Lessor  exceed said  deposit,  Lessee shall remain  liable for the balance of
such  claims.  The Lessor  shall not be required to keep this  security  deposit
separate  from its general funds and Lessee shall not be entitled to interest on
such deposit.  If Lessee shall fully and faithfully  perform every  provision of
this Lease to be performed by it, the  security  deposit or any balance  thereof
shall be returned to Lessee within sixty (60) days (or, at Lessor's  option,  to
the last assignee of Lessee's interest hereunder) of the expiration of the Lease
term and upon Lessee's vacation of the Premises.  In the event of termination of
Lessor's interest in this Lease,  Lessor shall transfer said deposit to Lessor's
successor in interest, whereupon, Lessee agrees to release Lessor from liability
for the return of such deposit or the accounting therefor.




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         3.       EXPENSE STOP

                  In the event the building operating  expenses,  as hereinafter
defined  in  Paragraph  6 for  operating  the  subject  building,  paid  for and
sustained  by the  Lessor  in any  calendar  year are  greater  than the  Actual
Operating  Expenses  per  rentable  square  foot for the  building  for the 1996
calendar year,  "Expense Stop", the Lessee shall pay to the Lessor as additional
rent for each calendar year or portion thereof an amount equal to the portion of
such  additional  amount  as the  rentable  area of the  Premises  bears  to the
rentable  area of the  building,  as  adjusted  for the actual  time during said
calendar year when Lessee  actually  leases the  Premises.  The liability of the
Lessee for payment of such costs shall commence on the Lease  commencement date.
Lessee's  pro rata share  shall be based on  Lessor's  estimate  of said  costs.
Lessor shall  estimate the expenses for each  calendar year and shall notify the
Lessee of its pro rata share.  Lessee  shall then  commence  payments  upon such
notice, as additional rent,  retroactive to January 1 of the current year and on
the first day of each  successive  month at the same time and place  stated  for
payment of minimum rent.  The  difference  between the  estimated  costs and the
actual costs shall be accounted for by Lessor.  The necessary  credit by Lessor,
or additional payment by Lessee, shall be made within thirty (30) days following
notice to Lessee of the amount due; provided,  however,  that no credit shall be
made Lessee should Lessee be in default on its leasehold obligations.

         4.       CONDITION OF PREMISES

                  Lessor  agrees  to  provide  the  Premises  to Lessee in their
present finished  condition,  except that Lessor agrees to remodel the Premises,
at  Lessor's  sole  expense,  as  shown in the  Blueprint  attached  hereto  and
incorporated  herein as  Exhibit  "B".  Remodeling  costs may  include by way of
illustration  but not limitation the following:  demolition,  new walls,  doors,
painting,  ceiling tile,  carpet,  window  dividers,  mechanical  rearrangement,
electrical and lighting. Any remodeling undertaken by Lessee at Lessee's expense
shall also be designated in said Exhibit "B" or some other suitable document.

         5.       USE OF PREMISES

                  (a) Lessee  covenants to use the  Premises for general  office
purposes and to use them in a careful,  safe and proper manner; to pay on demand
for any damage to the  Premises  caused by  negligent  act or  omission  of such
Premises by Lessee, its agents or employees or of any other person entering upon
the Premises under express or implied invitation of Lessee; not to use or permit
the  Premises to be used for any purposes  prohibited  by the laws of the United
States, the State of Colorado,  the County of Arapahoe, or the ordinances of the
City of Greenwood Village; and not to commit waste, nor suffer, nor permit waste
to be committed, nor permit any nuisance on or in the Premises.

                  (b) Lessee  agrees to keep the  Premises in a neat,  clean and
attractive condition;  to comply properly with all laws,  ordinances,  and other
governmental  rules and  regulations  concerning  the  Premises or the  streets,
sidewalks,  alleys,  parks,  parkways,  and other public  property  abutting the
Premises;  to use the Premises for no purpose  which would render void the fire,
extended  coverage and added perils insurance on the building.  Lessee agrees to
pay all extra  insurance  premiums on the  building on which the  Premises are a
part if such extra insurance  premiums are reasonably  required as the result of
the use which Lessee shall make of the Premises.




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                  (c) Lessee  will not at any time  without  obtaining  Lessor's
prior written consent conduct or permit any fire,  bankruptcy or auction sale on
the Premises;  or change the exterior color of the building or any part thereof;
or park,  operate,  load or unload  any truck or other  delivery  vehicle at any
place other than the loading area  designated  for such use; or use the plumbing
facilities  for any purpose other than that for which they were  constructed  or
dispose of any  foreign  substance  therein;  or install  any  shades,  awnings,
machinery,   motors,   or  ducts,  or  install  any  amplifiers,   loudspeakers,
phonographs,  microphones,  or  similar  devices  for  any  purpose,  or use any
advertising  medium,  which may be heard or seen inside or outside the building;
permit  any  rubbish  or garbage to  accumulate  on the  Premises  in other than
rubbish  removal  areas;  or install,  maintain,  alter,  or operate any sign or
display  visible to public  view  inside or outside of the  building,  except as
approved by Lessor; or store materials,  supplies,  equipment or other materials
outside the building or outside of the space occupied by Lessee.

                  (d) Lessee  will not at any time  deface or injure any portion
of the Premises or burn  anything in or about the  Premises;  or keep or display
any  merchandise  or  other  object  on or  otherwise  obstruct  any  sidewalks,
stairways, walkways, streets, parks or parkways; or use or permit the use of any
portion of the  Premises  as a living  quarters,  sleeping  rooms or for similar
uses.

                  (e) The Rules  and  Regulations  attached  hereto  and  marked
Exhibit "C", as well as rules and  regulations as may be hereafter  adopted from
time to time by Lessor for the safety,  care and cleanliness of the Premises and
the preservation of good order thereon, are hereby expressly made a part hereof,
and Lessee agrees to obey all such Rules and Regulations.

         6.       BUILDING OPERATING EXPENSES

                  "Building  operating expenses" shall mean any and all expenses
incurred by the Lessor in connection with the ownership, maintenance, operation,
upkeep and repair of the  building  including  the  equipment,  adjacent  walks,
loading and parking  areas,  landscaped  areas,  and other  improvements  to the
building,  including but not limited to salaries,  hourly wages,  payroll taxes,
social  security,  uniforms and dry cleaning thereof for employees of the Lessor
engaged in the operation,  maintenance and repair of the building;  the costs of
all charges for electricity, steam and water or other utilities furnished to the
building, including any taxes thereon, other than those chargeable to individual
tenants by reason of their  extraordinary  consumption  of such  utilities;  the
costs of all  charges  for  insurance  directly  relating  to the use and/or the
operation  of the  building as  aforesaid;  the costs of building  and  cleaning
supplies and materials;  the costs of all charges for cleaning,  maintenance and
service  contracts and other services with  independent  contractors,  including
snow and trash removal and landscaping; salaries of building superintendents and
assistants;  reasonable allowance for management fees and services; and overhead
and  legal  expenses  directly  relating  to the  use  and/or  operation  of the
building;  real  estate  taxes  and  other  taxes and  assessments  incurred  in
connection with the ownership,  operation and  maintenance of the building;  and
all  other  costs  and  expenses  reasonably  necessary  in  the  operation  and
maintenance of a first-class  office  building.  "Building  operating  expenses"
shall  not  include  interest  on debt,  capital  retirement  of  debt,  capital
expenditures  (except for capital  expenditures which reduce operating expenses,
in which case such expenditures  shall be amortized over the life of the objects
for such capital  expenditures),  or any cost which is charged to and  collected
from any  tenant of the  building  on  account of  negligent  or willful  act or
omission of such tenant or for which such tenant may be liable, contractually or
otherwise.




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         7.       MAINTENANCE, ALTERATIONS AND REPAIRS

                  (a)  Lessee  shall keep the  Premises  in good  condition  and
repair and said Premises shall not be altered,  repaired or changed  without the
written  consent of Lessor,  which consent shall not be  unreasonably  withheld.
Lessee  shall keep the  Premises  and  building of which the Premises are a part
free and clear of any  liens,  and shall  indemnify,  hold  harmless  and defend
Lessor  from any liens and  encumbrances  arising out of any work  performed  or
materials  furnished by or at the direction of Lessee.  In the event any lien is
filed,  Lessee shall do all acts necessary to discharge any lien within ten (10)
days of filing;  or, if Lessee  desires to contest any lien,  then Lessee  shall
deposit with Lessor such  security as Lessor  shall demand to insure  payment of
the lien claim.  In the event  Lessee shall fail to pay any lien claim when due,
or fail to deposit the security with Lessor, then Lessor shall have the right to
expend all sums  necessary to discharge the lien claim,  and Lessee shall pay as
additional  rental,  when the next rental  payment is due, all sums  expended by
Lessor in discharging  any lien,  including  attorney's  fees and costs.  Lessor
shall save and hold Lessee  harmless  from any loss or damage  arising  from any
lien or  encumbrance  asserted  against the demised  Premises  due to any act of
Lessor.

                  (b) Lessee  shall make no repairs,  alterations,  additions or
improvements  to the Premises or any part thereof  without  obtaining  the prior
written  approval of Lessor.  Lessor may impose as a condition to the  aforesaid
consent such  requirements  as Lessor may reasonably  deem necessary in its sole
discretion,  including without limitation thereto,  the manner in which the work
is  done,  a right  of  approval  of the  contractor  by whom  the work is to be
performed,  and the  times  during  which it is to be  accomplished.  If  Lessee
requests Lessor to make repairs,  alterations,  additions or improvements to the
Premises,  Lessee  agrees to pay Lessor  therefor in an amount equal to Lessor's
substantiated direct costs plus fifteen percent (15%) to cover Lessor's overhead
costs,  which sums shall be payable  fifteen (15) days after receipt of Lessor's
invoice by Lessee.  All such  repairs,  alterations,  additions or  improvements
shall at the expiration or earlier  termination of the Lease become the property
of Lessor and shall remain upon and be  surrendered  with the  Premises,  unless
agreed otherwise by the parties in writing.  Lessee shall, on termination of the
Lease,  surrender the Premises to Lessor in good  condition  and repair,  normal
wear and tear excepted.

         8.       BUILDING SERVICES

                  (a) As a part of the rent,  Lessor  agrees to  furnish  to the
Premises  during  hours of  generally  recognized  business  days,  as stated in
Exhibit  "C",  Paragraph  1, and  subject  to the Rules and  Regulations  of the
building which the Premises are a part,  water and electricity  suitable for the
intended use of the  Premises,  heat and air  conditioning  required in Lessor's
reasonable judgment for the comfortable use and occupation of the Premises,  and
usual janitorial and maintenance service in the building.  Lessor shall maintain
and keep in repair  plumbing,  electrical  wiring,  heating and air conditioning
equipment  required to supply said utilities to the Premises.  Lessor shall also
maintain  and keep  lighted  the common  stairs  and  entries  during  generally
recognized  business  days,  and shall  maintain  and keep in repair the general
structure, roof and windows of the building of which the Premises are a part.

                  (b) Lessor  shall not be liable  for and  Lessee  shall not be
entitled to any  abatement or reduction of rental by reason of Lessor's  failure
to  furnish  any of the  foregoing  services,  when  such  failure  is caused by
accident,  breakage,  repairs,  strikes, lockouts or other labor disturbances or
labor disputes of any character, riots, civil disturbances or by any other cause
beyond the  reasonable  control of Lessor,  provided  that Lessor  corrects such
failure of services with due  diligence  and within a reasonable  period of time
after notice thereof.

                  (c) Wherever heat generating machines or equipment,  including
telephone  equipment,  are used in the Premises which  substantially  affect the
temperature otherwise maintained by the air conditioning system, Lessor reserves
the right to install  supplementary  air conditioning  units in the Premises and
the cost thereof, including the cost of installation, and the costs of operation
and  maintenance  thereof,  shall be paid by  Lessee to  Lessor  upon  demand by
Lessor.

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                  (d)  Lessee  will not  without  the  consent of Lessor use any
apparatus or device in the Premises which will in any way unreasonably  increase
the amount of electricity or water usually  furnished or supplied for use of the
Premises;   nor  connect  with  electrical  current,   except  through  existing
electrical outlets in the Premises,  or water pipes, any apparatus or device for
the purpose of using electric current or water. If Lessee shall require water or
electric current in excess of that usually  furnished or supplied for the use of
the  Premises,  Lessee shall first  procure the consent of the Lessor to the use
thereof  and  Lessor may cause a water  meter or  electric  current  meter to be
installed  in the  Premises  so as to measure  the amount of water and  electric
current  consumed  for any such other use.  The costs of any such  meters and of
installation,  maintenance  and repair thereof shall be paid for by Lessee,  and
Lessee agrees to pay to Lessor  promptly  upon demand  thereof by Lessor for all
such water and electric current consumed,  as shown by said meters, at the rates
charged for such  services by the local  public  authority,  or the local public
utility, as the case may be furnished the same.

         9.       PERSONAL PROPERTY TAXES

                  During the term hereof,  Lessee shall pay prior to delinquency
all taxes assessed against and levied upon fixtures, furnishings,  equipment and
all other  personal  property of Lessee  contained in the  Premises;  and Lessee
shall cause said fixtures, furnishings, equipment and other personal property to
be assessed and billed separately from the real and personal property of Lessor.
In the event any or all of the  Lessee's  fixtures,  furnishing,  equipment  and
other  personal  property  shall be assessed  and taxed with the  Lessor's  real
property, the Lessee shall pay to Lessor its share of such taxes within ten (10)
days after delivery to Lessee by Lessor of a statement in writing  setting forth
the amount of such taxes  applicable to the Lessee's  property.  Lessor will pay
when due all real estate and personal property taxes for which it is responsible
under this Lease.

         10.      QUIET ENJOYMENT

                  Lessor  covenants  that  Lessee  shall  peaceably  and quietly
possess and enjoy the Premises as against all persons claiming any right,  title
or interest in and to said Premises as long as Lessee shall  faithfully  perform
the covenants,  obligations,  agreements  and  conditions of this Lease.  Lessor
reserves  the right to subject  its  interest  in this Lease at all times to the
lien of any  mortgages or deeds of trust  hereafter  placed upon the building or
any part thereof and to grant to other Lessees in the building rights to use the
common areas and other portions of the building not within the Premises.


         11.      PARKING

                  Lessee shall be entitled  throughout the term of this Lease to
use the parking area on a non-exclusive open basis, which may at Lessor's option
be assigned or  unassigned  space.  Lessor  reserves  the right to exercise  his
option  to assign  parking  spaces at any time  during  the term of this  Lease.
Lessee will  cooperate  with Lessor if it shall become  necessary to temporarily
interrupt  the use of the parking  area due to  reconstruction  or repair of the
parking area.

         12.      ENTRY BY LESSOR

                  Lessor  and its  agents  shall  have the  right  to enter  the
Premises at all reasonable  times for the purpose of examining or inspecting the
same,  to supply  janitorial  services  and any other  service to be provided by
Lessor  to  Lessee  hereunder,  to show the same to  prospective  purchasers  or
tenants of the building, and to make such alterations,  repairs, improvements or
additions  to the Premises or to the building of which they are a part as Lessor
may deem  necessary or desirable.  If, during the last month of the term hereof,
Lessee shall have removed  substantially all of its property  therefrom,  Lessor
may immediately  enter and alter,  renovate and redecorate the Premises  without
elimination or abatement of rent or incurring liability to Lessee.


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         13.      PREMISES VACATED DURING TERM OF LEASE

                  If the Lessee shall abandon or vacate said Premises before the
end of the term of this Lease, the Lessor may, at its option and without notice,
enter said  Premises,  remove any signs of the Lessee  therefrom,  and relet the
same,  or any  part  thereof,  as it may see fit,  without  thereby  voiding  or
terminating  this Lease,  and, for the purpose of such reletting,  the Lessor is
authorized  to  make  any  repairs,  changes  and/or  alterations  necessary  or
desirable for the purpose of such  reletting,  and if a sufficient sum shall not
be realized from such reletting  (after payment of all the costs and expenses of
such repairs, changes or alterations,  and the expense of such reletting and the
collection of rent accruing  therefrom),  each month to equal the monthly rental
agreed to be paid by the Lessee  under the  provisions  of this Lease,  then the
Lessee agrees to pay such deficiency each month upon demand therefor.

         14.      REMOVAL OF LESSEE'S PROPERTY

                  If the  Lessee  shall  fail to remove  all  effects  from said
Premises upon the abandonment  thereof or upon the termination of this Lease for
any cause  whatsoever,  the Lessor,  at its  option,  may remove the same in any
manner that it shall choose, and store the said effects without liability to the
Lessee for loss  thereof,  and the Lessee agrees to pay the Lessor on demand any
and all expenses incurred in such removal,  including court costs and attorney's
fees and  storage  charges on such  effects for any length of time that the same
shall be in the Lessor's possession;  or the Lessor may, at its option,  without
notice,  sell in a commercially  reasonable  manner said effects,  or any of the
same, at public or private sale and without court order,  for such prices as the
Lessor may  obtain,  and apply the  proceeds  of such sale upon any  amounts due
under this Lease from the Lessee to the Lessor and upon the expense  incident to
the removal and said effects, rendering the surplus, if any, to the Lessee.

         15.      EMINENT DOMAIN

                  In the event the Premises, or any part thereof, shall be taken
by an  exercise  of the right of  eminent  domain or by action of any  public or
other  authority  during this Lease or any  extension  thereof,  and such taking
shall render the Premises  unusable,  then this Lease shall  terminate as of the
date of such taking.  The Lessor reserves all rights to damages to said Premises
and the leasehold hereby created, hereafter accruing by an exercise of the right
of eminent  domain,  or by reason of anything  lawfully done and in pursuance of
any public or other authority; and by way of confirmation,  the Lessee grants to
the Lessor all of the Lessee's  right to such  damages and  covenants to execute
and deliver such further  instruments  of  assignment  thereof as the Lessor may
from time to time  request.  Nothing in this  paragraph  shall  give  Lessor any
interest  in, or  preclude  Lessee  from,  seeking on its own  account any award
attributable to the taking of personal  property or trade fixtures  belonging to
Lessee,  or for the  interruption  of  Lessee's  business,  or for any moving or
relocation  expenses,  or for any other  separate claim which does not reduce or
adversely affect in any way the amount of Lessor's award.

         16.      SALE BY LESSOR

                  In the event of a sale or conveyance by Lessor of the building
containing the Premises, such sale or conveyance shall operate to release Lessor
from any future  liability upon any of the covenants or  conditions,  express or
implied, herein contained in favor of Lessee, and in such event Lessee agrees to
look solely to the  responsibility of the successor in interest of Lessor in and
to this Lease. This Lease shall not be affected by any such sale, and the Lessee
agrees to attorn to the purchaser or assignee.

         17.      DAMAGE TO PROPERTY; INJURY TO PERSONS

                  (a) Lessee  hereby  waives all claims or  liability  Lessee or
Lessee's  successors  or assigns  may have  against  Lessor,  and Lessee  hereby
indemnifies and agrees to hold Lessor harmless from and to defend Lessor against
any and all costs,  claims or liability or any injury or damage to any person or
property  whatsoever;  (1)  occurring  in, on or about the  Premises or any part
thereof,  and (2) occurring in, on or about any  facilities  (including  without
limiting the generality of the term "facilities",  elevators, stairways, passage
ways,  hallways,  bathrooms,  health and exercise  areas,  conference  rooms


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<PAGE>

and  parking  structures  and  areas),  the  use of  which  Lessee  may  have in
conjunction  with other tenants of the  building,  when such injury or damage is
caused solely by the act, neglect, fault of or omission of any duty with respect
to the same by Lessee, its agents,  contractors,  employees or invitees.  Lessor
shall not be liable to Lessee for any damage by or from any act of negligence of
any  co-tenant  or other  occupant  of the  same  building,  or by any  owner or
occupant of adjoining or contiguous  property,  not caused or  contributed to by
Lessor.  Lessee  agrees to pay for all damages to the  building,  as well as all
damages to tenants or occupants  thereof,  by Lessee's misuse or neglect of said
Premises and facilities.

                  (b) Lessor or its agents shall not be liable for any damage to
property  entrusted to Lessor,  its agents or employees of the building manager,
if any, nor for the loss of or damage to any property by theft or otherwise,  by
any means  whatsoever,  nor for any  injury or damage  to  persons  or  property
resulting from fire, explosion, falling plaster, steam, gas, electricity,  water
or rain  which  may  leak  from  any part of the  building  or from  the  pipes,
appliances,  or plumbing works therein or from the roof, street or subsurface or
from any other place or resulting  from dampness or any other cause  whatsoever,
unless  caused by or due to  negligence  of  Lessor,  its  agents,  servants  or
employees.  Lessee  shall  give  prompt  notice  to  Lessor  in  case of fire or
accidents in the Premises or in the building or other defects  therein or in the
fixtures or equipment.

                  (c) Anything contained herein to the contrary notwithstanding,
the Lessor and the Lessee and all parties  claiming  under them hereby  mutually
release and discharge  each other from all claims and  liabilities  arising from
any cause whatsoever to the extent that it is covered by insurance on the leased
property and/or Premises or covered by insurance in connection with the property
and/or activities  conducted on the leased property and/or Premises,  regardless
of the cause of the damage or loss. This release shall be valid and binding only
to the extent that it is  permissible  and does not adversely  affect  insurance
coverage on the Premises and the building.  The parties shall endeavor to obtain
a Waiver of Subrogation  Rights from the insurance company and the Lessee hereby
agrees to pay any increased costs of such insurance coverage resulting from said
Waiver of Subrogation Rights.

         18.      INDEMNIFICATION AND INSURANCE

                  (a) Lessor  shall not be liable and Lessee  hereby  waives all
claims against Lessor for any damage to any property or any injury to any person
in or about  the  Premises  or the  Building  by or from any  cause  whatsoever,
(including  without  limiting  the  foregoing,  rain  or  water  leakage  of any
character from the roof,  windows,  walls,  basement,  pipes,  plumbing works or
appliances,  the Building not being in good condition or repair, gas, fire, oil,
electricity  or theft);  except  that  Lessor  will  indemnify  and hold  Lessee
harmless  from such claims to the extent  caused by the negligent or willful act
of Lessor,  or its  agents,  employees  or  contractors.  Lessee  shall  defend,
indemnify,  and save  Lessor  harmless  from  and  against  any and all  claims,
actions,  lawsuits,   damages,   liability,  and  expense  (including,   without
limitation,  attorneys'  fees) arising from:  (a) the act,  neglect,  fault,  or
omission  to meet the  standard  imposed  by any duty with  respect to the loss,
damage,  or injury by Lessee,  its  agents,  servants,  employees,  contractors,
customers  or  invitees;  (b) the  conduct  or  management  of any work or thing
whatsoever  done by the Lessee in or about the Premises or from  transactions of
the Lessee concerning the Premises;  (c) Lessee's failure to comply with any and
all governmental laws,  ordinances and regulations  applicable to the use of the
Premises  and its  occupancy;  or (d) any  breach or  default on the part of the
Lessee in the performance of any covenant or agreement on the part of the Lessee
to be performed  pursuant to the Lease.  The  provisions  of this Article  shall
survive the  termination  of this Lease with  respect to any claims or liability
occurring prior to such termination.

                  (b)  Lessee  shall  at  its  expense   carry  with  a  company
acceptable  to  Lessor,  and keep in full  force and  effect,  public  liability
insurance  with a minimum single limit of One Million  Dollars  ($1,000,000.00).
Said  insurance  policy shall name Lessor,  by  endorsements,  as an  additional
insured  and shall not be  cancelable  as to  Lessor,  by either  Lessee or said
insurance  company  without  thirty (30) days written  notice to Lessor.  Lessee
shall furnish Lessor a Certificate of Insurance as to such policy.

                  (c) Lessor agrees also to maintain public liability  insurance
on the  building in which the  Premises are located in the amount of One Million
Dollars ($1,000,000.00) minimum single limit.


                                        8

<PAGE>

         19.      DAMAGE OR DESTRUCTION

                  (a) Lessor  shall  purchase,  carry and keep in full force and
effect on the building fire, extended coverage and added perils insurance in the
amount of eighty percent (80%), or more at Lessor's election, of the replacement
cost of said  building,  boiler  and  machinery  coverage  in an  amount  deemed
appropriate  by Lessor,  and rent  insurance  adequate  to pay  Lessee's  rental
obligations  for nine (9)  months.  Lessor  and any  holder  or  holders  of any
mortgages or deeds of trust covering the Premises,  or the property of which the
same are a part  thereof,  shall be the sole insured under said policy and shall
be entitled to all proceeds thereunder.

                  (b) In the event the  Premises  or the  building  of which the
same are a part are damaged by fire or other insured  casualty and the insurance
proceeds  have been made  available  therefor  by the  holder or  holders of any
mortgages or deeds of trust covering the Premises,  or the property of which the
same are a part, the damage shall be repaired by and at the expense of Lessor to
the extent of such insurance  proceeds  available therefor provided such repairs
can,  in  Lessor's  sole  opinion,  be made  within  ninety  (90) days after the
occurrence of such damage without the payment of overtime or other premiums, and
until such repairs are completed,  the rent shall be abated in proportion to the
part of the Premises  which is unusable by Lessee in the conduct of its business
(but  there  shall be no  abatement  of rent by  reason  of any  portion  of the
Premises  being  unusable  for a period  equal to one (1) day or  less).  If the
damage is due to the  negligent  act or  omission  of  Lessee or its  employees,
agents or invitees,  there shall be no abatement of rent. Lessor's obligation to
promptly  and  fully  restore  the  Premises  to  their  condition  prior to the
destruction  or  damage  is  subject  always  to  delays  caused by acts of God,
strikes, lockouts, inability to get materials, accidents, fire or matters beyond
the control of Lessor, for which Lessor cannot be held responsible by Lessee. If
repairs  cannot,  in Lessor's  sole  opinion,  be made within  ninety (90) days,
Lessor may at its option make them within a reasonable  time, and in such event,
this Lease  shall  continue in effect and the rent shall be  apportioned  in the
manner provided above. If Lessor does not elect as aforesaid  within  forty-five
(45) days,  then either party may, by written  notice to the other,  cancel this
Lease as of the date of the occurrence of such damages.  A total  destruction of
the  building in which the Premises are located  shall  automatically  terminate
this Lease.

                  (c) Except as provided in Paragraph  19(b) above,  there shall
be no abatement of rent and no liability of Lessor by reason of any injury to or
interference  with Lessee's  business or property arising from the making of any
repairs, alterations or improvements in or to any portion of the building of the
Premises,  or in or to fixtures,  appurtenances  and equipment  therein,  unless
caused by the negligent act or omission of agents, employees, representatives or
servants of Lessor.  Lessee  understands that Lessor will not carry insurance of
any kind on Lessee's  furniture and  furnishings or on any fixtures or equipment
removable by Lessee under the  provisions  of this Lease;  and that Lessor shall
not be obligated to repair any damage  thereto or replace the same unless caused
by the  negligent  act or  omission  of agents,  employees,  representatives  or
servants of Lessor.
 The  Lessor  shall not be  required  to repair  any injury or damage by fire or
other cause, or to make any repairs or replacements of improvements installed in
the Premises by or for Lessee, unless caused by the negligent act or omission of
agents, employees, representatives or servants of Lessor.

                  (d) In the  event  that  the  building  in which  the  demised
Premises  is  situated  may  be  destroyed  to  the  extent  of  not  less  than
thirty-three  and one-third  percent  (33-1/3%) of the replacement cost thereof,
Lessor may elect to  terminate  this Lease,  whether the  Premises be injured or
not.

         20.      INVOLUNTARY TERMINATION

                  If at the date fixed as the  commencement  of the term of this
Lease, or if at any time during the term hereby demised, there shall be filed by
or against Lessee in any court pursuant to any statute, either the United States
or of any State, a petition in bankruptcy or insolvency or for reorganization or
for the  appointment  of a receiver  or trustee of all or a portion of  Lessee's
property, and within thirty (30) days thereof Lessee fails to secure a discharge
thereof,  or if Lessee  makes an  assignment  for the  benefit of  creditors  or
petitions  for or enters  into an  arrangement,  this  Lease,  at the  option of
Lessor,  exercised within a reasonable time after notice of the happening of any
one or more of such  events,  may be  cancelled  and  terminated,  in which even
neither Lessee nor any person claiming  


                                        9

<PAGE>


through or under Lessee by virtue of any statute or any order of any court shall
be entitled to possession  or to remain in  possession of the Premises  demised,
but shall forthwith quit and surrender the Premises;  and Lessor, in addition to
the other  rights  and  remedies  Lessor  has by  virtue of any other  provision
contained  in this Lease or by virtue of any statute or rule of law,  may retain
as liquidated  damages any rent,  security deposit or monies received by it from
Lessee or others on behalf of Lessee.

         21.      INABILITY TO PERFORM

                  This Lease and the  obligation of Lessee to pay rent hereunder
and perform all of the other  covenants and agreements  hereunder on the part of
Lessee to be performed shall in no way be affected,  impaired or excused because
Lessor is temporarily  unable to fulfill any of its obligations under this Lease
or is delayed in supplying any service  expressly or impliedly to be supplied or
is unable to make, or is delayed in making any repairs, additions,  alterations,
or  decorations  or is unable to supply or is delayed in supplying any equipment
or fixtures, if Lessor is prevented or delayed from doing so by reason of an act
of God, strike,  labor troubles or any outside cause  whatsoever,  including but
not  limited  to riots and civil  disturbances  or  governmental  preemption  in
connection  with a  national  emergency  or by  reason  of any  rule,  order  or
regulation of any department or subdivision  thereof of any government agency or
by reason of the conditions of supply and demand which have been or are affected
by way or other  emergency.  Lessor agrees to use due diligence in attempting to
correct  such  default and to attempt to  reinstitute  any  service  which it is
obligated to provide within a reasonable period of time.

         22.      RIGHT OF LESSOR TO PERFORM

                  Except as  otherwise  contained  herein,  or unless  otherwise
 agreed to in  writing  by the  parties,  all  covenants  and  agreements  to be
 performed  by Lessee under any of the terms of this Lease shall be performed by
 Lessee at Lessee's sole cost and expense and without  abatement of rent. If the
 Lessee shall fail to pay any sum of money, other than rent, required to be paid
 by it  hereunder,  or shall  fail to  perform  any  other act on its part to be
 performed hereunder and such failures shall continue for twenty (20) days after
 notice thereof by the Lessor, the Lessor may, but shall
not be obligated to do so, and without  waiving or releasing the Lessee from any
obligations  of the Lessee,  make any such payment or perform any such other act
on the Lessee's part to be made or performed as in this Lease provided. All sums
so paid by Lessor and all  necessary  incidental  costs  together  with interest
thereon at the rate of eighteen  percent (18%) per annum,  or the prime interest
rate as  charged  by  Citibank  of New York  plus six  percent  (6%),  whichever
interest  rate is greater,  from the date of such payment by the Lessor shall be
payable to the Lessor by Lessee on demand,  and the Lessee covenants to pay such
sums, and the Lessor shall have (in addition to any other right or remedy of the
Lessor) the same rights and remedies in the event of the  nonpayment  thereof by
the Lessee as in the case of default by the Lessee in the payment of rent.

         23.      DEFAULT

                  (a) In the event of any breach of this  Lease by Lessee  which
is not cured within ten (10) days of written notice by Lessor (three [3] days in
the case of  non-payment  of rent) of such breach,  Lessee  agrees that the full
amount of any abated rent,  plus the full amount of any leasing  commission  and
tenant improvements Lessor has paid in connection herewith, shall become due and
payable to Lessor upon any  monetary  default on the part of the Lessee which is
not  corrected  within  said ten (10)  days from  written  notice  from  Lessor.
Furthermore,  in the event of Lessee's  insolvency or liquidation,  then Lessor,
besides other rights or remedies it may have,  shall have the immediate right of
reentry and may remove all persons and property from the Premises, such property
may be  removed  and  stored in any  other  place in the  building  in which the
Premises  are  situated  or in any other  place,  for the  account of and at the
expense and at the risk of Lessee. Lessee hereby releases Lessor from all claims
for damages which may be caused by Lessor's reentry and taking possession of the
Premises or removing or storing the furniture  and property as herein  provided.
Lessee further agrees that it will save and hold Lessor  harmless from any loss,
costs  or  damages  occasioned  Lessee  thereby,  and no such  reentry  shall be
considered to be a forcible entry.

                                       10

<PAGE>

                  (b) Should  Lessor elect to reenter,  as herein  provided,  or
should it take  possession  pursuant  to legal  proceedings  or  pursuant to any
notice  provided for by law, it may either  terminate this Lease, or it may from
time to time,  without  terminating this Lease,  relet said Premises or any part
thereof in a reasonable fashion and for such term or terms and at such rental or
rentals  and  upon  such  other  terms  and  conditions  as  Lessor  in its sole
discretion may deem advisable, with the right to make alterations and repairs to
said Premises.  Rentals  received by Lessor from such reletting shall be applied
as follows:  first,  to the payment of any  indebtedness,  other than rent,  due
hereunder  from  Lessee  to  Lessor;  second,  to the  payment  of any  cost  of
reletting;  third,  to the payment of the cost of any alterations and repairs to
the Premises;  fourth, to the payment of rent due and unpaid hereunder;  and the
residue,  if any,  shall be held by Lessor and applied in payment of future rent
as the same may become due and payable  hereunder.  Should such rentals received
from such reletting  during any month be less than that agreed to be paid during
that month by Lessee  hereunder then Lessee shall pay such deficiency to Lessor.
Such deficiency shall be calculated and paid monthly.

                  (c) No such reentry or taking  possession  of said Premises by
Lessor shall be  construed  as an election on its part to  terminate  this Lease
unless a written  notice of such  intention  be given to  Lessee,  or unless the
termination  thereof  be decreed by a court of  competent  jurisdiction.  Should
Lessor at any time terminate this Lease for any breach, in addition to any other
remedy it may have,  it may recover from Lessee  damages  consisting of the rent
reserved in this Lease for the remainder of the stated term.

                  (d) No payments of money by the Lessee to the Lessor after the
termination  of this  Lease,  in any  manner,  or after the giving of any notice
(other  than a demand for the  payment  of money) by the  Lessor to the  Lessee,
shall reinstate,  continue or extend the term of this Lease or affect any notice
given to the Lessee  prior to the  payment of such money,  it being  agreed that
after  the  service  of  notice  or the  commencement  of a suit or after  final
judgment granting the Lessor possession of said Premises, the Lessor may receive
and collect any sums of money whether as rent or otherwise, shall not waive said
notice,  or in any manner  affect any pending suit or any  judgment  theretofore
obtained.

         24.      NON-PAYMENT OF RENT AND OTHER AMOUNTS DUE

                  If the rent due from Lessee to Lessor  hereunder is paid later
than the 5th day of the month when due, a late fee will be charged calculated at
the rate of ten percent (10%) of the month then due, but the payment of such fee
shall not excuse or cure any default by Lessee under this Lease.

         25.      HOLDING OVER

                  If Lessee shall  remain in  possession  of the Premises  after
expiration of the term of this Lease, or any extension thereof,  without written
agreement  as  to  such   possession,   then  Lessee  shall  be  a  tenant  from
month-to-month  at a monthly rental equal to one and one-half  (1-1/2) times the
highest monthly rate provided for herein. The rental shall be paid in advance on
the first day of each month  during  such hold over  term.  Such  tenancy  shall
continue  until  terminated  by Lessor or until Lessee shall have given Lessor a
written  notice at least one (1) month prior to the date of  termination of such
monthly  tenancy of its intention to terminate  such tenancy.  Such holding over
shall not constitute an extension of this Lease.

         26.      ATTORNEY'S FEES

                  In case suit shall be brought for an unlawful  detainer of the
said  Premises  for the  recovery of any rent due under the  provisions  of this
Lease, or because of the breach of any other covenant herein  contained,  on the
part  of  Lessee  to be  kept or  performed,  Lessee  shall  pay to  Lessor  all
reasonable attorney's fees, in the event Lessor prevails in said litigation.  In
the event  Lessee  shall  bring suit for  breach of  Lessor's  covenants  herein
contained  and shall  prevail  therein,  or shall  prevail in a suit  brought by
Lessor as herein provided,  Lessor shall pay to Lessee all reasonable attorney's
fees.


                                       11
<PAGE>


         27.      WAIVER

                  The waiver by either party of any breach of any term, covenant
or condition  herein  contained shall not be deemed to be a waiver of such term,
covenant or condition of any  subsequent  breach of the same, or any other term,
covenant or condition herein  contained.  The acceptance of rent hereunder shall
not be construed to be a waiver of any breach by Lessee of any term, covenant or
condition of this lease,  regardless of Lessor's knowledge of such breach at the
time of acceptance  of the rent.  It is understood  and agreed that the remedies
herein  given to the parties  shall be  cumulative,  and the exercise of any one
remedy by a party shall not be the exclusion of any other remedy.

         28.      NOTICE

                  Any notice from Lessor to the Lessee or from the Lessee to the
Lessor shall be deemed duly served if mailed by  registered  or certified  mail,
addressed to the Lessee at said Premises,  or to a place Lessee may designate in
writing from time to time,  whether or not Lessee has departed from,  vacated or
abandoned  the  Premises,  or to the  Lessor  at the  place  from  time  to time
established  for the payment of rent, and the customary  registered or certified
mail receipt shall be conclusive evidence of such service.

         29.      SUBLETTING AND ASSIGNMENT

                  Lessee  agrees  that it will not sublet the  Premises,  or any
part thereof without the written consent of the Lessor first had and obtained. A
consent to one  subletting,  occupation  or use by any other person shall not be
deemed  to be a  consent  to any  subsequent  subletting,  occupation  or use by
another  person.  Any such  subletting  without such consent shall be void,  and
shall, at the option of Lessor,  terminate this Lease. This Lease shall not, nor
shall any interest  therein,  be  assignable,  as to the interest of Lessee,  by
operation of law, without the written consent of Lessor.

         30.      SUBORDINATION

                  This  Lease is  subject  and  subordinate  to all  ground  and
underlying  leases,  mortgages,  and deeds of trust which now or  hereafter  may
affect the real  property of which the Premises form a part or affect the ground
or  underlying  leases,  and to  all  renewals,  modifications,  consolidations,
replacements and extensions  thereof.  It is further agreed that this Lease may,
at the option of the Lessor,  be made  subordinate  to any ground or  underlying
leases, mortgages or deeds of trust which may hereafter affect the real property
of which the Premises form a part or affect the ground or underlying leases, and
that Lessee,  or its  successors in interest,  will execute and deliver upon the
demand  of  Lessor  any  and  all  reasonable   instruments  desired  by  Lessor
subordinating  in the  manner  requested  by Lessor  this  Lease to such  lease,
mortgages or deeds of trust.

         31.      ESTOPPEL

                  Lessee shall,  from time to time,  upon not less than ten (10)
days prior written notice from the Lessor,  execute,  acknowledge and deliver to
the Lessor a statement in writing  certifying  that this Lease is unmodified and
in  full  force  and  effect  (or,  if  modified,  stating  the  nature  of such
modification  and certifying that this Lease,  as so modified,  is in full force
and effect) and the dates to which rental and other charges are paid in advance,
if any, and acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor  hereunder,  or specifying  such defaults if they
are claimed.  It is expressly  understood and agreed that any such statement may
be relied upon by any prospective purchaser,  encumbrancer or subtenant,  on all
or any  portion  of the real  property  of which the  Premises  are a part.  The
failure of Lessee to deliver such statement within such time shall be conclusive
upon Lessee  that this Lease is in full force and effect,  and that there are no
uncured  defaults in the  performance  hereunder  and that not more than two (2)
months' rental has been paid in advance by Lessee.


                                       12

<PAGE>

         32.      RELOCATION OF PREMISES

                  (a)  CONDITIONS.  For the purpose of maintaining an economical
                       ----------
and proper distribution of tenants throughout the building acceptable to Lessor,
Lessor  shall have the right from time to time  during the term of this Lease to
relocate the Lessee in the building  subject to the following  terms
and conditions:

                           i.  The  rentable  area  of the new  location  in the
building  shall be no less than equal size to the Premises,  provided the amount
of rent payable under this Lease does not increase;

                           ii.  Lessor  shall pay the cost of  providing  tenant
improvements  in the new location  comparable to the tenant  improvements in the
Premises to the reasonable satisfaction of the Lessee; and

                           iii.   Lessor  shall  pay  the  expenses   reasonably
incurred by Lessee in connection with such relocation of Premises, including but
not  limited  to costs of  moving,  door  lettering,  telephone  relocation  and
reasonable  quantities  to match the  stationery  used by  Lessee  prior to such
relocation.

                  (b) NOTICE.  Lessor shall deliver to Lessee  written notice of
Lessor's  election to relocate the Lessee,  specifying  the new location and the
amount of rent payable therefore at least thirty (30) calendar days prior to the
effective  date of the  relocation.  If the  relocation  of the  Premises is not
acceptable  to  Lessee,  Lessee  for a period of ten (10)  calendar  days  after
receipt of Lessor's  notice to relocate  shall have the right to terminate  this
Lease  effective  thirty (30) calendar days after  delivery of written notice to
Lessor.  Lessee shall give such notice of its intent to  terminate  the Lease in
writing to Lessor.

         33.      MISCELLANEOUS PROVISIONS

                  (a) The words  "Lessor"  and  "Lessee"  as used  herein  shall
include  the  plural as well as the  singular.  Words used in  masculine  gender
include  the  feminine  and  neuter.  If there  be more  than  one  Lessee,  the
obligations hereunder imposed upon Lessee shall be joint and several. The titles
to the  paragraphs  of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part hereof.

                  (b) Time is of the essence of this Lease,  and each and all of
its provisions.

                  (c) Submission of this instrument for examination or signature
by Lessee does not  constitute a reservation  of or option for lease,  and it is
not  effective  as a lease or  otherwise  until  execution  and delivery by both
Lessor and Lessee.

                  (d) Exhibits,  clauses,  plats, and riders,  if any, signed by
Lessor and Lessee and  endorsed  on or affixed to this Lease are a part  hereof,
and in the event of variation or  discrepancy,  the duplicate  original  hereof,
including such clauses,  plats and riders, if any, held by Lessor shall control.
Rules and  Regulations  attached hereto are hereby  specifically  made a part of
this Lease, whether signed by Lessee or not.

                  (e) Any  provision  of this  Lease  which  shall  prove  to be
invalid,  void or illegal shall in no way affect, impair or invalidate any other
provision  hereof,  and such  other  provisions  shall  remain in full force and
effect.

                  (f) This Lease  contains  the  entire  agreement  between  the
parties and any agreement hereafter made shall be ineffective to change,  modify
or  discharge  it in whole or in part,  unless such  agreement is in writing and
signed by the party sought to be charged.

                  (g) This Lease shall be governed by and construed  pursuant to
the laws of the State of Colorado. 


                                       13

<PAGE>

                  (h) Lessee hereby grants Lessor permission to obtain from time
to time such credit references as Lessor deems appropriate.


         34.      SUCCESSORS AND ASSIGNS

                  The covenants and conditions  herein contained shall,  subject
to the  provisions as to  assignment,  apply to and bind the heirs,  successors,
executors,  administrators  and  assigns  of the  parties  hereto and all of the
parties hereto shall be jointly and severally liable hereunder.


         35.      CORPORATE AUTHORIZATION

                  If Lessee is a  corporation,  each  individual  executing this
Lease on behalf of said  corporation  represents  and  warrants  that he is duly
authorized  to execute and deliver this Lease on behalf of said  corporation  in
accordance  with a duly  adopted  resolution  of the Board of  Directors of said
corporation  and that this Lease is binding upon said  corporation in accordance
with its terms.  Lessee agrees to provide  Lessor with such a resolution  within
five (5) days of the execution of this Lease.

         36. ADA  COMPLIANCE  Lessee shall not cause or permit any  violation of
the  Americans  with  Disabilities  Act (the  "ADA") to occur  upon or about the
Premises by Lessee, its agents, employees, contractors or invitees. Lessee shall
indemnify,  defend and hold Lessor harmless from any and all claims,  judgments,
damages,  penalties,  fines,  costs,  liabilities or losses (including,  without
limitation,  diminution  in  value  of the  Premises,  damages  for the  loss or
restriction  on use of  rentable  or  usable  space  or of  any  amenity  of the
Premises,  damages  arising from any adverse impact on marketing of space of the
Premises, and sums paid in settlement of claims,  attorney's fees,  consultation
fees and expert  fees) which arise  during or after the term as a result of such
violation.   This   indemnification  of  Lessor  by  Lessee  includes,   without
limitation,  costs  incurred  in  connection  with  any  investigation  of  site
conditions  or any  remedial  work  required  by any  federal,  state  or  local
governmental  agency  or  political  subdivision  because  of any ADA  violation
present  on or about  the  Premises.  Lessee  shall be  permitted  to make  such
alterations  to the  Premises  as may be  necessary  to comply  with the ADA, at
Lessee's  sole  expense and upon the prior  written  consent of Lessor.  Without
limiting the  foregoing,  if the  presence of any ADA  violation on the Premises
caused or permitted by Lessee  results in remedial work on the Premises,  Lessee
shall  promptly  take all  actions at its sole  expense as are  required  by any
federal,  state or local governmental agency or political  subdivision to comply
with the ADA;  provided  that  Lessor's  consent to such actions  shall first be
obtained.  Lessor's  consent  under  this  section  shall  not  be  unreasonably
withheld.

         37.      EXHIBITS

                  See Exhibits "A",  "B",  "C", "D" and "E" attached  hereto and
incorporated herein by reference.

         IN WITNESS WHEREOF,  Lessor and Lessee have executed this Lease the day
and year first above written.

LESSEE:                                      LESSOR:

CAPITAL RESERVE CORPORATION,                 AXIS COMMERCIAL REALTY,INC.,
a Colorado corporation                       a Colorado corporation,
                                             Agent for Lessor


By: /s/Ralph Newton                          By: /s/Pete Cox
   ______________________                       _________________________
         Ralph Newton
Title:   PRESIDENT                           Title: 
      __________________                           __________________________





<PAGE>



                                   EXHIBIT "E"

                            ADDENDUM TO OFFICE LEASE


                  This Addendum to Office Lease is hereby attached to and made a
part of that certain Office Lease by and between AXIS COMMERCIAL REALTY, INC., a
Colorado  corporation  as  Agent  for  Lessor  ("Lessor")  and  CAPITAL  RESERVE
CORPORATION,  a  Colorado  corporation  ("Lessee"),  pertaining  to  Suite  120,
Greenwood Park East Building,  7860 East Berry Place,  Englewood,  Colorado (the
"Office Lease").

                  Notwithstanding  anything contained in the Office Lease to the
contrary, the parties hereto agree to the following:


         1.  Lessor  and  Lessee  shall  have the right to cancel the Lease with
         ninety (90) days written notice.


         2.  Except  as  specifically   set  forth  herein,   all  other  terms,
conditions,  rights and  obligations  of the Office  Lease shall  remain in full
force and effect and binding upon the parties.

EXECUTED this  25th   day of            June             , 1996.
              _______        ____________________________

LESSEE:                                        LESSOR:

CAPITAL RESERVE CORPORATION,                   AXIS COMMERCIAL REALTY, INC.,
a Colorado corporation                         a Colorado corporation,
                                               Agent for Lessor



By: /s/Ralph Newton                            By: /s/Pete Cox
   _________________________                      _________________________
         Ralph Newton
Title:   PRESIDENT                             Title: PRESIDENT
      ______________________                         ______________________




<PAGE>


                                   EXHIBIT "F"

                            ADDENDUM TO OFFICE LEASE


                  This Addendum to Office Lease is hereby attached to and made a
part of that  certain  Office  Lease  dated June 25,  1996 for  CAPITAL  RESERVE
CORPORATION,  a  Colorado  corporation  ("Lessee"),  pertaining  to  Suite  120,
Greenwood Park East Building,  7860 East Berry Place,  Englewood,  Colorado (the
"Office Lease").

                  Notwithstanding  anything contained in the Office Lease to the
contrary, the parties hereto agree to the following:

         1. Lessee  agrees to lease from Lessor Suite 215, as shown  outlined in
red on Exhibit  "F-1",  attached  hereto and made a part hereof,  consisting  of
approximately  one thousand  three hundred forty seven (1,347)  rentable  square
feet (hereinafter referred to as the "Revised Premises").

                  Commencing  on August 1, 1996 Lessee will vacate the  premises
known as Suite 120 and relocate its office to the Revised Premises upon vacation
thereof.


         2.       The revised rent schedule shall be as follows:

                  8/1/96 - 7/31/97  $1,347.00 per month   $12.00 per square feet
                  8/1/97 - 7/31/98  $1,403.13 per month   $12.50 per square feet

         3.  Except  as  specifically   set  forth  herein,   all  other  terms,
conditions,  rights and  obligations  of the Office  Lease shall  remain in full
force and effect and binding upon the parties.

EXECUTED this   13  day of   August  , 1996.
              ______        ________

LESSEE:                                         LESSOR:

CAPITAL RESERVE CORPORATION                     WESTMINSTER ASSOCIATES, LTD.
a Colorado corporation                          [information crossed out]
                                                              



By:/s/Ralph Newton                              By:/s/Patrick N. Hill 
   ___________________________                     _________________________
         Ralph Newton
Title: President                                Title: General Partner
      __________________________                      ________________________





<PAGE>