<PAGE>   1
                                                                   EXHIBIT 10.20

                           --------------------------
                           HIGH POINTE AT GREENWOOD I
                           --------------------------



                                      LEASE



                                 BY AND BETWEEN




                      HIGH POINTE I DEVELOPMENT GROUP LLC,
                      A COLORADO LIMITED LIABILITY COMPANY


                                  AS "LANDLORD"





                                       AND




                      HALLMARK ENTERTAINMENT NETWORK, INC.
                             A DELAWARE CORPORATION



                                  AS "TENANT"
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                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                   PAGE
<S>                                                                <C>
1.  TERMS AND DEFINITIONS; SCHEDULES ............................    1
    1.1   TERMS AND DEFINITIONS .................................    1
    1.2   SCHEDULES .............................................    2

2.  PREMISES ....................................................    2
    2.1   LEASE OF PREMISES .....................................    2
    2.2   PRIOR OCCUPANCY .......................................    2

3.  PAYMENT OF RENT AND OPERATING COSTS .........................    2
    3.1   LEASE TERM RENT .......................................    2
    3.2   BASE RENT ADJUSTMENT ..................................    3
    3.3   [INTENTIONALLY OMITTED.] ..............................    3
    3.4   EXCESS OPERATING COSTS ................................    3
    3.5   TAXES .................................................    4

4.  IMPROVEMENTS BY LANDLORD; POSSESSION ........................    4
    4.1   CONSTRUCTION CONDITIONS ...............................    4
    4.2   COMMENCEMENT OF POSSESSION ............................    4

5.  PROJECT SERVICES ............................................    4

6.  COVENANTS ...................................................    5
    6.1   USE OF LEASED PREMISES ................................    5
    6.2   INSURANCE .............................................    6
    6.3   REPAIRS ...............................................    7
    6.4   ASSIGNMENT AND SUBLETTING .............................    7
    6.5   ESTOPPEL CERTIFICATE ..................................    7
    6.6   BROKERAGE COMMISSIONS .................................    8
    6.7   REGULATIONS ...........................................    8
    6.8   HAZARDOUS MATERIALS REGULATIONS .......................    8

7.  LANDLORD'S RESERVED RIGHTS ..................................    8
    7.1   ADDITIONAL RIGHTS RESERVED TO LANDLORD ................    8

8.  CASUALTY AND UNTENANTABILITY ................................    9
    8.1   TERMINATION BY LANDLORD OR TENANT .....................    9
    8.2   REPAIR AND RESTORATION ................................    9
    8.3   RESTORATION OF LEASED PREMISES ........................    9
    8.4   RENT; PRORATIONS ......................................    9

9.  CONDEMNATION ................................................    9
    9.1   RENT ABATEMENT ........................................    9
    9.2   LEASE TERMINATION .....................................    9

10. INDEMNITY, SUBROGATION AND WAIVER ............................   10
    10.1   INDEMNITY .............................................   10
    10.2   WAIVER OF SUBROGATION .................................   10
    10.3   LIMITATION OF LANDLORD'S LIABILITY ....................   10

11. TENANT'S DEFAULT AND LANDLORD'S REMEDIES .....................   10
    11.1   TENANT'S DEFAULT ......................................   10
    11.2   REMEDIES ON DEFAULT ...................................   11

12. TERMINATION ..................................................   11
    12.1   SURRENDER OF LEASED PREMISES ..........................   11
    12.2   HOLDOVER TENANCY ......................................   12

13. MISCELLANEOUS ................................................   12
    13.1   QUIET ENJOYMENT .......................................   12
    13.2   ACCORD AND SATISFACTION ...............................   12
    13.3   SEVERABILITY ..........................................   12
    13.4   SUBORDINATION AND ATTORNMENT ..........................   12
    13.5   APPLICABLE LAW/CONSTRUCTION ...........................   12
    13.6   BINDING EFFECT ........................................   13
    13.7   TIME ..................................................   13
    13.8   ENTIRE AGREEMENT ......................................   13
    13.9   NOTICES ...............................................   13
    13.10  FORCE MAJEURE .........................................   13
    13.11  ATTORNEYS' FEES; PREJUDGMENT INTEREST .................   13
    13.12  AUTHORITY .............................................   13
</TABLE>


                                      -i-
<PAGE>   3

                                      LEASE

         This Lease is made this 1st day of June, 1998, by and between HIGH
POINTE I DEVELOPMENT GROUP LIC, a Colorado Limited Liability Company
("Landlord"), and HALLMARK ENTERTAINMENT NETWORK, INC., a Delaware corporation
("Tenant") on the terms, covenants and conditions sot forth below.

         1.       TERMS AND DEFINITIONS; SCHEDULES.

                  1.1 TERMS AND DEFINITIONS.

                      1.1.1 LEASED PREMISES shall mean Suites 400 and 500 as
described in Schedule 1 attached. [SUBJECT TO PARAGRAPHS 1 AND 2 OF SCHEDULE 9
ATTACHED HERETO.]

                      1.1.2 BUILDING shall mean the office building located at
6430 South Fiddlers Green Circle, Englewood, Colorado, which is a part of the
Project.

                      1.1.3 PROJECT shall mean the land, Building, parking
structure and parking areas at 6430 South Fiddlers Green Circle, Englewood,
Colorado, known as High Pointe at Greenwood I, which land is more particularly
described as Lot 1, Greenwood Plaza South, Filing No. 4, County of Arapahoe,
State of Colorado.

                      1.1.4 TENANT'S SQUARE FOOTAGE shall mean the fourth and
fifth floors of the Building consisting of 48,868 Rentable Square Feet including
Tenant's pro rata share of the Common Areas (as defined in Schedule 1 attached
hereto), or 1,810 square feet (reflecting an add-on factor of three and
eighty-five one hundredths percent (3.85%). The actual Rentable and Usable Area
has been calculated by Landlord's representative using the method for
determining Rentable Area as set forth in the Methods for Measuring Floor Area
in Office Buildings, published by the Building Owners and Managers Association
International copyright 1996. [SUBJECT TO PARAGRAPHS 1 AND 2 OF SCHEDULE 9
ATTACHED HERETO.]

                      1.1.5 LEASE COMMENCEMENT DATE shall mean three (3)
business days after Substantial Completion has been achieved pursuant to
Schedule 5 attached hereto, which Lease Commencement Date the parties anticipate
to be on or before August 17, 1998. "Lease Expiration Date" shall mean one
hundred twenty (120) months after Lease Commencement Date, or approximately
August 16, 2009. "Lease Term" shall mean the one hundred twenty (120) month
period between Lease Commencement Date and Lease Expiration Date. [SUBJECT TO
PARAGRAPH 1 OF SCHEDULE 9 ATTACHED HERETO.]

                      1.1.6 [INTENTIONALLY OMITTED.]


                      1.1.7 BASE RENT shall refer to the basic rental payments
payable by Tenant to Landlord pursuant to Schedule 7 attached hereto (which
payments include the Operating Cost Stop and covered parking costs pursuant to
Schedule 8 attached hereto), and initially shall mean Twenty-Two Dollars and
Sixty-Four Cents ($22.64) per square foot of Tenant's Square Footage per year or
One Million One Hundred Six Thousand One Hundred Seventy-Six Dollars
($1,106,176.00) annually and Ninety-Two Thousand One Hundred Eighty-One Dollars
and Thirty-Three Cents ($92,181.33) monthly, and shall be adjusted as set forth
on Schedule 7 attached hereto. An "Adjustment Date" is a date on which Base Rent
shall be adjusted as provided in Schedule 7.

                      1.1.8 TENANT'S PRO RATA SHARE shall mean the ratio that
Tenant's Square Footage bears to the Total Rentable Square Footage of the
Building of one hundred twenty thousand fourteen (120,014) square feet, or
approximately forty-one percent (41%), which may be adjusted pursuant to
paragraph 7.1(c), below. [SUBJECT TO PARAGRAPHS 1 AND 2 OF SCHEDULE 9 ATTACHED
HERETO.]

                      1.1.9 OPERATING COST STOP shall mean the cost per square
foot of Total Rentable Square Footage of the Building per year, which shall be
the actual per square foot Operating Costs for the calendar year 1999, assuming
a ninety-five percent (95%) occupancy of the Total Rentable Square Feet of the
Building. Notwithstanding the foregoing, for purposes of determining the
Operating Cost Stop, "real estate taxes and assessments" shall mean the lessor
of the actual real estate taxes and assessments for the calendar year 1999, or
Two Dollars and Fifty Cents ($2.50) per Rentable Square Foot of the Building.

                      1.1.10 EXCESS OPERATING COSTS shall mean the difference
between Landlord's annual Operating Costs (as defined in paragraph 3.4 below)
and the Operating Cost Stop.

                      1.1.11 PERMITTED PURPOSE means that Tenant may use the
Leased Premises for general office uses and any lawful purposes incidental
thereto.

                      1.1.12 PERMITTED PARKING shall mean the parking spaces
provided to Tenant, as set forth on Schedule 8.




                                      -1-
<PAGE>   4
                      1.1.13 MANAGING AGENT shall mean Lankford & Associates,
Inc. or any other agent specified in writing by Landlord pursuant to the
provisions for Notice in this Lease.

                      1.1.14 LANDLORD'S MAILING ADDRESS shall mean:

                             High Pointe I Development Group LLC
                             c/o Lankford & Associates, Inc.
                             4275 Executive Square, Suite 328
                             La Jolla, California 92037
                             Attn:   Mr. Robert V. Lankford

                      1.1.15 TENANT'S MAILING ADDRESS shall mean:

Duplicate originals to:      1325 Avenue of the Americas, Suite 2100
                             New York, New York 10019,
                             Attn: Chief Financial Officer

                             and

                             2405 Grand Avenue, Suite 200
                             Kansas City, Missouri 64108
                             Attn: Corporate Real Estate Director

with a copy to:              Suite 400
                             6430 South Fiddlers Green Circle
                             Englewood, Colorado 80111

                  1.2 SCHEDULES. The Schedules listed below are incorporated
into this Lease by reference unless lined out. The terms of schedules, exhibits
and typewritten addenda, if any, attached or added hereto shall control over any
inconsistent provisions in the paragraphs of this Lease.

                      (a) Schedule 1: Description of Leased Premises and Floor
                          Plan

                      (b) Schedule 2: Rules and Regulations

                      (c) Schedule 3: Utility Services

                      (d) Schedule 4: Maintenance Services

                      (e) Schedule 5: Work Letter Agreement

                      (i) Schedule 5-A: Construction Schedule

                      (g) Schedule 6: Certificate of Acceptance

                      (h) Schedule 7: Base Rent

                      (i) Schedule 8: Parking

                      [(j) Schedule 9: Addendum to Lease]


         2.       PREMISES.

                  2.1 LEASE OF PREMISES. In consideration of the Rent (as
such term is defined in paragraph 3.1 hereof) and the provisions of this Lease,
Landlord leases to Tenant and Tenant accepts from Landlord the Leased Premises,
subject to the terms and conditions set forth herein.

                  2.2 PRIOR OCCUPANCY. Tenant shall not occupy the Leased
Premises prior to the Lease Commencement Date except with the express prior
written consent of Landlord, and subject to Schedule 5 hereof. If Tenant
occupies the Leased Premises (to conduct Tenant's business as opposed to
occupying or entering to perform work required to make the Leased Premises ready
for occupancy pursuant to Schedule 5 hereof) prior to the Lease Commencement
Date with Landlord's consent, Tenant shall pay Landlord for the period from the
first (1st) day of such occupancy to the Lease Commencement Date, Base Rent in
the amount of the first installment of Base Rent due and payable by Tenant. A
prorated monthly installment shall be paid for the fraction of the month if
Tenant's occupancy of the Leased Premises commences on any day other than the
first (1st) day of the month. If Tenant shall occupy the Leased Premises prior
to the Lease Commencement Date whether or not Base Rent is payable for such
occupancy, all other covenants and conditions of this Lease shall be binding on
the parties commencing upon the date of such prior occupancy.

         3.       PAYMENT OF RENT AND OPERATING COSTS.

                  3.1 LEASE TERM RENT.

                      3.1.1 BASE RENT. Each monthly installment of Base Rent in
the amount set forth in Schedule 7 shall be payable no later than the first
(1st) business day of each month, together with each monthly installment of
Tenant's Pro Rata Share of Excess Operating Costs. Monthly installments for any
fractional calendar month, at the beginning or end of the Lease Term or any
Renewal Term, shall be prorated based on the number of days in such month. Base
Rent and Tenant's Pro Rata Share of Excess Operating Costs, together with all
other amounts payable by Tenant to Landlord under this Lease, shall be
sometimes referred to collectively as "Rent." Tenant shall pay all Rent, without
deduction or set off, to Landlord or Managing Agent at such place as may be
specified


                                      -2-
<PAGE>   5
by Landlord from time to time. Upon executing this Lease, Tenant shall pay the
first full month's Base Rent owing hereunder.

                      3.1.2 LATE PAYMENT. Rent not paid when due shall be
subject to a late charge until paid equal to one and one-half percent (1 1/2%)
of the Rent due per month from the date when due, until paid. Such charges shall
be payable regardless of whether or not a notice of default or notice of
termination has been given by Landlord. Tenant acknowledges that late payment of
Rent will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which is extremely difficult and impracticable to ascertain at
this time. Accordingly, the parties agree that the foregoing late charges
represent a reasonable estimate of the loss and expense to be suffered by
Landlord by reason of Tenant's late payment.

                  3.2 BASE RENT ADJUSTMENT. Base Rent shall be subject to
adjustment as provided on Schedule 7 attached hereto. [SUBJECT TO PARAGRAPH 6 OF
SCHEDULE 9 ATTACHED HERETO.]

                  3.3 [INTENTIONALLY OMITTED.]

                  3.4 EXCESS OPERATING COSTS. Tenant shall pay Tenant's Pro Rata
Share of any Excess Operating Costs as follows:

                       3.4.1 DEFINITION. "Operating Costs" shall mean all
expenses relating to the Leased Premises, the Building or the Project,
including, but not limited to: real estate taxes and assessments (including debt
service payments on amortizing bonds); gross rents, sales, use, business,
corporation, building materials or other taxes (except net income taxes other
than taxes levied or assessed in substitution for any other tax constituting an
Operating Cost); assessments imposed by any ownership association or agency
thereof of which the Building or the Project is a part; any fees or charges (for
example, traffic, parking or air quality mitigation, child care, low income
housing, or other such fees) imposed by governmental authorities having
jurisdiction over the Project; utilities not separately paid by tenants;
insurance premiums and (to the extent used) deductibles for all insurance being
carried by Landlord against the Project or its operation; maintenance, repairs,
replacements, and decorations; refurbishing and repainting; cleaning, janitorial
and other services, and all wage, salary and labor costs (including all
reasonable bonuses, benefits, social security and payroll taxes and insurance),
equipment, tools, materials and supplies and the cost of uniforms, work clothes
and dry cleaning; air conditioning, heating and elevator service; commercially
reasonable property management fees; security; resurfacing and re-striping of
walks, drives and parking areas; professional fees and expenses, including
legal, accounting, architectural and engineering fees; signs, directories and
markers; landscaping; and snow and rubbish removal. Operating Costs shall not
include expenses for real estate brokerage and leasing commissions, legal fees
and costs of enforcing other tenants' obligations, Landlord's net income taxes,
income tax accounting, interest, depreciation, general corporate overhead, or
capital improvements to the Building or Project except for capital improvements
constituting life-safety systems or installed for the purpose of reducing or
controlling expenses, or required by any governmental or other authority having
jurisdiction over the Project or by any insurance carrier for the Project, which
shall be amortized by Landlord in accordance with Generally Accepted Accounting
Principles. In computing Excess Operating Costs for purposes of Paragraph 3.4.2
below, Landlord's estimate of Operating Costs shall be used, and for purposes of
paragraph 3.4.3 below, Landlord's actual Operating Costs for any calendar year
shall he used. Tenant, on notice to Landlord not more often than once per year,
at Tenant's expense may audit Landlord's Operating Costs and shall have access
to Landlord's books and records pertaining to the operation of the Project for
such purpose.

                      3.4.2 PAYMENT OF EXCESS OPERATING COSTS. Tenant shall pay,
in equal monthly installments, beginning on the first (1st) day of 2000,
Tenant's Pro Rata Share of any Excess Operating Costs for each calendar year
which falls (in whole or in part) during the Lease Term (prorated for any
partial calendar year at the beginning or end of the Lease Term). Annually, or
from time to time, based on actual and projected Operating Costs data, Landlord
may adjust its estimate of Operating Costs upward or downward. All monthly
installments of Excess Operating Costs payable after notice to Tenant of a
revised estimate of Operating Costs shall be paid in equal monthly amounts
sufficient to pay in full the unpaid balance of Tenant's Pro Rata Share of any
Excess Operating Costs by the end of the calendar year in which such adjustment
is made, and thereafter Excess Operating Costs shall be paid in equal monthly
amounts sufficient to pay in full Tenant's Pro Rata Share of any Excess
Operating Costs by the end of each succeeding calendar year. In the event that
the Building is not fully leased during any calendar year, Landlord shall make
appropriate adjustments to the Operating Costs to adjust such expenses to a
ninety-five percent (95%) leased basis, and such adjusted expenses shall be used
for purposes of paragraphs 3.4.1, 3.4.2 and 3.4.3.

                      3.4.3 ACTUAL OPERATING COST ADJUSTMENT. As soon as
possible each year, Landlord shall compute the actual Operating Costs for the
prior calendar year, and shall give notice thereof to Tenant. Within thirty (30)
days after receipt of such notice, Tenant shall pay any deficiency in Tenant's
Pro Rata Share of any Excess Operating Costs for the prior calendar year
(prorated for any partial calendar year prior to or at the beginning or end of
the Lease or Renewal Term). In the event of overpayment by Tenant, Landlord, at
Landlord's election, shall either refund to Tenant such excess together with
such notice or apply the excess to the next successive installments of Rent.
[SUBJECT TO PARAGRAPH 4 of SCHEDULE 9 ATTACHED HERETO.]


                                      -3-

<PAGE>   6
                  3.5 TAXES. In addition to the Base Rent and other sums to be
paid by Tenant hereunder, Tenant shall reimburse Landlord, as additional rent,
upon demand, any and all taxes payable (a) upon, measured by or reasonably
attributable to the cost or value of Tenant's equipment, fixtures and other
personal property located in the Leased Premises or by the cost or value of any
leasehold improvements made in or to the Leased Premises by Tenant, regardless
of whether title to such improvements is in Tenant or Landlord, and Tenant shall
reimburse Landlord as additional rent upon demand any and all such taxes paid by
Landlord; (b) upon or measured by the monthly Rent payable hereunder, including,
without limitation, any gross receipts tax or excise tax; (c) upon or with
respect to the possession, leasing, operating, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Leased Premises or any
portion thereof; and (d) upon this transaction or any document to which Tenant
is a party creating, encumbering or transferring an interest or an estate in the
Leased Premises.

         4.       IMPROVEMENTS BY LANDLORD; POSSESSION.

                  4.1 CONSTRUCTION CONDITIONS. Landlord shall construct the
improvements described in the Work Letter Agreement attached hereto as Schedule
5 (the "Leasehold Improvements"). The expenses to be incurred as between
Landlord and Tenant for construction of the Leasehold Improvements are specified
in Schedule 5.

                  4.2 COMMENCEMENT OF POSSESSION. If the Leased Premises are not
Substantially Complete (as defined in Schedule 5 attached), by the scheduled
Lease Commencement Date, subject only to items which do not materially affect
the use thereof, then the Lease Commencement Date shall be extended to the date
three (3) business days after Landlord shall notify Tenant that the Leased
Premises are Substantially Complete. If Landlord fails, except because of Tenant
delay or force majeure, to cause the Leased Premises to be Substantially
Complete at the time of the scheduled Lease Commencement Date, (a) neither
Landlord nor Landlord's agents, officers, employees or contractors shall be
liable for any damage, loss, liability or expense caused thereby, (b) nor shall
this Lease become void or voidable unless such failure continues for more than
one hundred twenty (120) days after such scheduled Lease Commencement Date, in
which case, Tenant, as its sole remedy, shall have the right to terminate this
Lease upon ten (10) days' prior written notice to Landlord; provided that the
time for Landlord to perform shall be extended by any delay caused by and/or
attributable to Tenant and force majeure events. Prior to occupying the Leased
Premises, Tenant shall execute and deliver to Landlord a letter in the form
attached as Schedule 6, acknowledging the Lease Commencement Date and certifying
that the Leasehold Improvements are Substantially Complete and that Tenant has
examined and accepted the Leased Premises, subject to latent defects not known
to Tenant, which are discovered and disclosed to Landlord by Tenant within one
hundred twenty (120) days after the Lease Commencement Date, and items noted by
Tenant on Schedule 6 attached hereto. Tenant hereby authorizes a Vice President
or President of Tenant who receives the keys to the Leased Premises on behalf of
Tenant to execute and deliver such letter in Tenant's name. If Tenant fails to
deliver such letter, Tenant shall conclusively be deemed to have made such
acknowledgment and certification by accepting the keys to the Leased Premises.

         5.       PROJECT SERVICES.

                  5.1 PROJECT SERVICES. Landlord shall furnish:

                      5.1.1 UTILITY SERVICES. The utility services listed on
Schedule 3 ("Utility Services"). Should Tenant, in Landlord's reasonable
judgment, use additional, unusual or excessive Utility Services at times other
than those specified in Schedule 3 attached hereto, Landlord reserves the right
to charge for such additional, unusual or excess services at commercially
reasonable rates established by Landlord, from time to time, for such services.

                      5.1.2 MAINTENANCE AND JANITORIAL SERVICES. Proper
maintenance and repair of all exterior areas, including lighting, landscaping,
cleaning, painting, maintenance and repair of the exterior of the Project, its
structural members, roof, floor, latent defects and Common Areas including all
of the services listed on Schedule 4, and the janitorial services for the
Leased Premises in the manner set forth on Schedule 4.

                      5.1.3 PROJECT SERVICES. Utility Services and Maintenance
Services, described above, shall be collectively referred to as "Project
Services." The costs of Project Services shall be part of Operating Costs.

                  5.2 INTERRUPTION OF SERVICES. Landlord does not warrant that
any of the Project Services will be free from interruption to the extent that
such interruption is beyond the reasonable control of Landlord, or the result of
an emergency. Any Project Service may be suspended or limited by reason of
accident or (upon reasonable advance notice to Tenant, except in the case of an
emergency) of necessary repairs, alterations or improvements, or by strikes or
lockouts, or by reason of operation of law, or causes beyond the reasonable
control of Landlord. Subject to possible Rent abatement as may be provided
pursuant to the conditions described in paragraph 8, and except as hereinafter
specifically provided in this paragraph 5.2, any such interruption or
discontinuance of such Project Services shall not be deemed a disturbance of
Tenant's use and possession of the Leased Premises, or render Landlord liable to
Tenant for damages, abatement of Rent or otherwise, or relieve


                                      -4-

<PAGE>   7

Tenant from performance of Tenant's obligations under this Lease. However,
Landlord shall use its best efforts to maintain the Project Services and cause
the Project Services to be restored promptly when interrupted. If any Project
Service under the direct control of Landlord is suspended or limited for more
than three (3) consecutive business days, other than as a result of a Tenant
caused suspension or limitation, Base Rent shall be subject to abatement as
provided in paragraph 8 of this Lease until such Project Service has been
restored.

         6.       COVENANTS.

                  6.1 USE OF LEASED PREMISES. Tenant agrees to:

                      6.1.1 PERMITTED USAGE. Use the Leased Premises for the
Permitted Purpose only and for no other purposes.

                      6.1.2 COMPLIANCE WITH LAWS. Comply with the provisions of
all current and future recorded covenants, conditions and restrictions and all
current and future building, zoning, fire and other governmental laws,
ordinances, rules or regulations applicable to the Leased Premises and all
current and future requirements of the carriers of insurance covering the
Project. Landlord shall provide Tenant with a copy of any notice it receives
from an insurance carrier pertaining to the Leased Premises insofar as such
notice sets forth an alleged failure to meet the carrier's requirements, and
Tenant shall have ten (10) days thereafter to remedy any failure to so comply;
provided, however, that such compliance shall not increase Tenant's insurance
requirements hereunder or interfere with Tenant's use of the Leased Premises
pursuant to the Permitted Purpose.

                      6.1.3 NUISANCES OR WASTE.

                           (a) Not do or permit anything to be done in or about
the Leased Premises, or bring or keep anything in the Leased Premises that may
increase Landlord's fire and extended coverage insurance premium or cause a risk
of termination of coverage, damage the Building or the Project, constitute
waste, constitute an immoral purpose, or be a nuisance, public or private, or
menace or other disturbance to tenants of adjoining premises or anyone else, or
use or store any toxic chemicals, wastes, elements or substances in the Leased
Premises, except limited quantities of such toxic chemicals, waste, elements or
substances which are used or stored in full compliance with all applicable
local, state or federal laws, ordinances, rules and regulations presently in
effect or hereafter enacted pertaining to such use or storage and then only if
(i) used or stored in connection with Tenant's ordinary and usual business
operations (that is, for example, white-out correction fluid and photocopy
toner) and (ii) such use or storage does not expose all or any part of the
Project, the Leased Premises, or any property adjacent to the Project to any
meaningful risk of contamination or damage or expose Landlord and Mortgagee of
Landlord to any liability therefor. This paragraph 6.1.3 is in addition to those
provisions set forth, in paragraph 13.3 below.

                           (b) Tenant further agrees to defend, indemnify and
hold harmless Landlord and any managers, member, partner, officer or director of
Landlord and any Mortgagee of Landlord, against any and all claims, demands,
liabilities, costs and expenses (including without limitation reasonable
attorneys' fees and expenses, expert witness fees and post-judgment collection
costs) which Landlord may sustain at any time as a result of, arising out of, or
in any way connected with a breach of paragraph 6.1.3(a). Additionally, Tenant
agrees to cease the activity which amounts to such breach immediately upon
receipt of written notice from Landlord or any regulatory or governmental agency
that, such activity is in violation of any governmental laws, ordinances,
regulations or rules. Tenant shall give notice to Landlord of any hazardous
substances that come to be located on the Leased Premises.

                      6.1.4 ALTERATIONS AND IMPROVEMENTS. Make no alterations or
improvements to the Leased Premises without the prior written approval of
Landlord, which approval shall not be unreasonably withheld. Any such
alterations or improvements by Tenant shall be done in a good and workmanlike
manner, at Tenant's expense, by a licensed contractor reasonably approved by
Landlord in conformity with plans and specifications, which shall be reviewed by
Landlord within ten (10) business days after delivery thereof by Tenant to
Landlord. Tenant shall obtain all necessary governmental approvals and permits.
At Landlord's option, Tenant shall contract with Landlord for the construction
of such alterations or improvements, but only if Landlord's price for such work
is competitive.

                      6.1.5 LIENS. Keep the Leased Premises, the Building and
the Project free from liens arising out of any work performed, materials
furnished or obligations incurred by or for Tenant. If requested by Landlord,
Tenant shall post a bond or other security reasonably satisfactory to Landlord
to protect Landlord and the Project against such liens. If, at any time, a lien
or encumbrance is filed against the Leased Premises, the Building or the Project
as a result of Tenant's work, materials or obligations, Tenant shall promptly
discharge such lien or encumbrance. If such lien or encumbrance has not been
removed within thirty (30) days from the date it is filed, Tenant agrees to post
a bond in at least the amount prescribed by applicable Colorado statute then in
effect as security for the lien being discharged. Landlord shall have the right
to post or keep posted on the Leased Premised, or in the immediate vicinity
thereof, notices of non-responsibility for any construction, alteration or
repair of the Leased Premises by Tenant.



                                       -5-
<PAGE>   8
                      6.1.6 RULES AND REGULATIONS. Observe, perform and abide by
all the rules and regulations promulgated by Landlord on a reasonable and
non-discriminatory basis, from time to time for the benefit of the Project and
its tenants. Schedule 2 sets forth Landlord's Rules and Regulations in effect on
the date hereof.

                      6.1.7 SIGNAGE. Obtain the prior approval of the Landlord
before placing any sign or symbol in, or visible from, doors or windows or
elsewhere in or about the Leased Premises, or upon any other part of the
Building or Project, including building directories. Any signs or symbols which
have been placed without Landlord's approval may be removed by Landlord at
Tenant's expense. Upon expiration or termination of this Lease, all signs
installed by Tenant shall be removed at Tenant's expense and any damage
resulting therefrom shall be promptly repaired by Tenant, or such removal and
repair may be done by Landlord and the cost charged to Tenant as Rent. [SUBJECT
TO PARAGRAPH 7 OF SCHEDULE 9 ATTACHED HERETO.]

                  6.2 INSURANCE.

                      6.2.1 INSURANCE OBTAINED BY TENANT. Tenant shall, at its
own expense, procure and maintain during the Lease Term commercial general
liability insurance with respect to the Leased Premises, and Tenant's activities
in the Leased Premises and in the Building and the Project, providing bodily
injury, broad form property damage with a maximum One Thousand Dollar
($1,000.00) deductible, unless otherwise approved by Landlord, as follows:

                           (a) Five Million Dollars ($5,000,000) combined single
limit with respect to bodily injury or property damage arising out of any one
(1) occurrence.

                           (b) Fire and extended casualty insurance covering
Tenant's trade fixtures, merchandise and other personal property in an amount
not less than one hundred percent (100%) of their actual replacement cost or
highest insurable value; and

                           (c) Workers, compensation insurance in at least the
statutory amounts.

                           (d) [Intentionally omitted.]

                      6.2.2 COVERAGE INCREASE. Not more frequently than each
three (3) years if, in the reasonable business judgment of Landlord, the amount
of public liability and property damage insurance coverage maintained by Tenant
is at that time not adequate, Tenant shall increase the insurance coverage to an
amount which is determined to be adequate by Landlord in the exercise of
reasonable business judgment.

                      6.2.3 BLANKET POLICY. Nothing in this paragraph 6.2 shall
prevent Tenant from obtaining insurance of the kind and in the amounts
provided for under this paragraph under a blanket insurance policy covering
other properties as well as the Leased Premises; provided, however, that any
such policy of blanket insurance (i) shall specify the amounts of the total
insurance allocated to the Leased Premises, which amounts shall not be less
than the amounts required by paragraphs 6.2.1(a) through 6.2.1(c) hereof, and
(ii) such amounts so specified shall be sufficient to prevent any one of the
insureds from becoming a co-insurer within the terms of the applicable policy,
and (iii) shall, as to the Leased Premises, otherwise comply as to endorsements
and coverage with the provisions of the paragraph.

                      6.2.4 ACCEPTABLE INSURANCE. Tenant's insurance shall be
with a Best's Insurance Reports A+ rated company (or A rated if Class XIII or
larger). Landlord and Landlord's mortgagee, if any, shall be named as
"additional insureds" under Tenant's general liability insurance for claims and
resulting from the acts, errors or omissions of Tenant or its employees (except
as to the insurance required by paragraph 6.2.1(b) above), and such Tenant's
insurance shall be primary and noncontributing with Landlord's insurance, and
shall further comply with the provisions of paragraph 10.2 of this Lease.
Tenant's insurance policies shall contain endorsements requiring thirty (30)
days' notice to Landlord and Landlord's mortgagee, if any, prior to any
cancellation, lapse or non-renewal or any reduction in amount of coverage.

                      6.2.5 EVIDENCE OF INSURANCE. Tenant shall deliver to
Landlord, as a condition precedent to its taking occupancy of the Leased
Premises, a certificate or certificates evidencing such insurance.

                      6.2.6 INSURANCE OBTAINED BY LANDLORD. Landlord shall at
all times during the Lease Term maintain in effect a policy or policies of
insurance covering the Building including Tenant's Leasehold Improvements, but
not the Tenant's trade fixtures, merchandise, inventory, or other items used in
the Tenant's trade of eighty percent (80%) of full replacement cost (exclusive
of the cost of excavations, foundations and footings) from time to time during
the Lease Term providing protection against any peril generally included within
the classification "Fire and Extended Coverage" (or at Lessor's option, other
special broad form coverages), together with insurance against sprinkler leakage
and vandalism and malicious mischief. Landlord's obligation to carry the
insurance provided for herein may be brought within the coverage of a so-called
blanket policy or policies of insurance carried and


                                      -6-

<PAGE>   9
maintained by Landlord, provided that the coverage afforded will not be reduced
or diminished by reason of the use of such blanket policy of insurance.

                  6.3 REPAIRS. Subject to the obligation of Landlord to provide
Project Services as set forth in paragraph 5.1 above, Tenant, at its sole
expense, shall maintain the interior of the Leased Premises in a neat, clean and
sanitary condition. If Tenant fails to maintain or keep the Leased Premises in
good repair and such failure continues for ten (10) business days after receipt
of written notice from Landlord, or if such failure results in a nuisance or
health or safety risk, Landlord may perform any such required maintenance and
repairs and the cost thereof shall be payable by Tenant as Rent within ten (10)
business days of receipt of an invoice from Landlord. Tenant shall also pay to
Landlord the costs of any repair to the Leased Premises, Building or Project
necessitated by any act or neglect of Tenant. Tenant waives the provisions of
any statutes or laws permitting repairs by a tenant at the expense of a landlord
or termination of a lease by reason of the condition of the Leased Premises.

                  6.4 ASSIGNMENT AND SUBLETTING.

                      6.4.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not
assign, mortgage, pledge or encumber this Lease, or permit all or any part of
the Leased Premises to be subleased to another, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed. Any transfer of this Lease by merger, consolidation, reorganization or
liquidation of Tenant, or by, operation of law, or change in the ownership of or
power to vote the majority of the outstanding voting stock of a corporate
Tenant, or by change in ownership of a controlling partnership interest in a
partnership Tenant, shall constitute an assignment for purposes of this
paragraph. [SUBJECT TO PARAGRAPH 5 OF SCHEDULE 9 ATTACHED HERETO.]

                      6.4.2 BASIS FOR WITHHOLDING CONSENT REGARDING ASSIGNMENT
OR SUBLEASE. Landlord agrees that it will not unreasonably withhold its consent
to Tenant's assigning this Lease or subletting the Leased Premises. Tenant
hereby agrees that Landlord shall be deemed to be reasonable in withholding its
consent if (a) for the first four (4) years of the Lease Term the proposed
assignment or sublease is for a rental rate less than of the then current rental
rate and terms being offered by Landlord in the Building for space comparable to
the Leased Premises; or (b) the first four (4) years of the Lease Term, the
proposed assignment or sublease is to any party who is then a tenant of the
Building if Landlord has comparable area available at that time; or (c) the
proposed sublease or assignment results in two (2) or more tenants in the Leased
Premises; or (d) there exists an Event of Default (as defined in paragraph 11.1
below) at the time of request for consent or on the effective date of such
subletting or assigning; or (e) the proposed subtenant or assignee is, in
Landlord's good faith judgment, incompatible with other tenants in the Building,
or seeks to use any portion of the Leased Premises for a use not consistent with
other uses in the Building, or is financially incapable of assuming the
obligations of this Lease; or (f) Landlord's lender for the Project shall object
to such proposed assignment and/or subletting. Tenant shall submit to Landlord
the name of a proposed assignee or subtenant, the terms of the proposed
assignment or subletting, the nature of the proposed subtenant's or assignee's
business, and such information as to the assignee's or subtenant's financial
responsibility and general reputation as Landlord may reasonably require.
Landlord may also consider the amount of square feet of the Leased Premises
proposed to be subleased and the number of employees the subtenant anticipates
will utilize the subleased premises. Tenant shall pay Landlord, as additional
rent hereunder, Landlord's reasonable costs incurred in reviewing any such
request, including fees and costs of Landlord's attorneys and accountants.
[SUBJECT TO PARAGRAPH 5 OF SCHEDULE 9 ATTACHED HERETO.]

                      6.4.3 NO RELEASE OF OBLIGATIONS. No subletting or
assignment, even with the consent of Landlord, shall relieve Tenant of its
primary obligation to pay the Rent and to perform all of the other obligations
to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any
other person shall not be deemed to be a waiver by Landlord of any provision of
this Lease or to be a consent to any assignment, subletting or other transfer.
Consent to one (1) assignment, subletting or other transfer shall not be deemed
to constitute consent to any subsequent assignment, subletting or other
transfer.

                      6.4.4 [INTENTIONALLY OMITTED.]

                      6.4.5 PROCEEDS OF SUBLEASE OR ASSIGNMENT. Fifty percent
(50%) of any proceeds (net of any costs incurred by Tenant in subletting to
subtenant) in excess of Base Rent and Tenant's Pro Rata Share of Excess
Operating Costs which is received by Tenant pursuant to an assignment or
subletting consented to by Landlord shall be remitted to Landlord as extra Rent
within ten (10) days of receipt by Tenant net of any costs Tenant incurs in
subletting space. For purposes of this paragraph, all money or value in whatever
form received by Tenant from or on account of any party as consideration for an
assignment or subletting shall be deemed to be proceeds received by Tenant
pursuant to an assignment or subletting.

                  6.5 ESTOPPEL CERTIFICATE. From time to time and within ten
(10) days after request by Landlord, Tenant shall execute and deliver a
certificate to any proposed lender or purchaser, or to Landlord, certifying,
with any appropriate exceptions, (a) that this Lease is in full force and effect
without modification except as noted, (b) the amount, if any, of prepaid Rent
and Security Deposit paid by Tenant to Landlord (and not returned to Tenant),
(c) the nature and kind of concessions, rental or otherwise, if any, which
Tenant has received or is entitled to receive, (d) that Landlord has performed



                                      -7-
<PAGE>   10
all of its obligations due to be performed under this Lease and that there are
no defenses, counterclaims, deductions or offsets outstanding or other excuses
for Tenant's performance under this Lease as of such date, and (e) any other
fact reasonably requested by Landlord or such lender, proposed lender or
purchaser. Should Tenant fail to deliver such estoppel certificate within such
ten (10) day period, then (i) the truth of the statements in the document
submitted to Tenant for execution shall be conclusively presumed, and (ii)
Landlord shall have the right, at its option, to immediately declare an Event of
Default and pursue all remedies provided under paragraph 11.2 below.

                  6.6 BROKERAGE COMMISSIONS. Each of Tenant and Landlord
represents to the other that no brokers or agents, other than CB Commercial,
acting as agent for Landlord, and Oberndorf Properties, Ltd. acting as agent for
Tenant, were instrumental in procuring or negotiating or consummating this
Lease, and each party agrees to defend and indemnify the other party against any
loss, expense or liability incurred by the other party as a result of a claim by
any other broker or finder claiming representation of the indemnifying party in
connection with this Lease or its negotiation.

                  6.7 REGULATIONS. Except for pre-existing violations, Tenant
shall, at Tenant's sole expense, comply with all Regulations now in force or
which may hereafter be in force relating to the Leased Premises and the use of
the Leased Premises, and Tenant shall secure any permits therefor; provided,
however, that as to any capital improvements required by a cause other than
Tenant's specific use of the Leased Premises, Tenant shall pay the amortized
cost of such improvements, with the cost to be amortized over the reasonable
useful life of the improvements. Tenant acknowledges that Landlord has made no
representations or warranties in connection with the physical condition of the
Leased Premises or Tenant's use of the same upon which Tenant has relied
directly or indirectly for any purpose, except as may be set forth herein.
Tenant shall not commit waste, interfere with any other tenants in the Building,
overload the floors, elevators, or structure of the Building, subject the Leased
Premises to any use which would damage the Leased Premises or raise or violate
any insurance coverage required by this Lease or take any action that would
impair parking or alter parking spaces.

                  6.8 HAZARDOUS MATERIALS REGULATIONS. Tenant and Landlord shall
strictly comply with all statutes, laws, codes, ordinances, rules, regulations
and precautions now or hereafter mandated or advised by any federal, state,
local or other governmental agency with respect to the use, generation, storage,
or disposal of hazardous, toxic, or radioactive materials (collectively referred
to as "Hazardous Materials"). Landlord shall have the right, but not the
obligation, at all reasonable times to inspect the Leased Premises and to
conduct tests and investigations to determine whether Tenant is in compliance
with the foregoing provisions. As used herein, Hazardous Materials shall
include, but not be limited to, those substances defined as "hazardous
substances or pollutant or contaminant," "hazardous materials," "hazardous
wastes," "toxic substances," "regulated substances," or other similar
designations in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 6901, et seq.; the
Resources Conservation and Recovery Act, 42 U.S.C. Section 1801, et seq.; the
Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; paragraph 9001 of
the Solid Waste Disposal Act, as amended by paragraph 601 of the Hazardous and
Solid Waste Amendments of 1984; and any other federal, state or local
governmental statutes, laws, ordinances, and codes, including any and all rules,
and regulations, and precautions promulgated thereunder (collectively,
"Environmental Laws"). Except as permitted by paragraph 6.1.3, Tenant shall not
cause, or allow anyone else under the control of Tenant to cause, any Hazardous
Material to be used, generated, stored, discharged, released or disposed of on
or about the Leased Premises, Project, or Building, including all common areas,
without the prior written consent of Landlord, which consent may be withheld or
revoked at any time, in the sole discretion of Landlord. Tenant's
indemnification of Landlord pursuant to paragraph 10.1, hereof, shall extend to
all liability, including all foreseeable and unforeseeable consequential damages
and all fines, penalties, assessments or charges that may be assessed for the
disposal, discharge or release of Hazardous Materials at, on or in the Leased
Premises, directly or indirectly arising out of the use, generation, storage,
transportation, or disposal of Hazardous Materials by Tenant or anyone under
Tenant's control. Neither the written consent by Landlord to the use,
generation, storage, or disposal of Hazardous Materials nor the strict
compliance by Tenant with all statutes, laws, ordinances, rules, codes,
regulations, and precautions pertaining to Hazardous Materials shall excuse
Tenant from Tenant's obligation to indemnification pursuant to this subsection.
Tenant shall not be responsible for any Hazardous Materials on the Leased
Premises as of the Commencement Date or introduced by Landlord or other third
parties not under Tenant's control. [SUBJECT TO PARAGRAPH 9 OF SCHEDULE 9
ATTACHED HERETO.]

         7.       LANDLORD'S RESERVED RIGHTS.

                  7.1 ADDITIONAL RIGHTS RESERVED TO LANDLORD. Without notice
and without liability to Tenant, or without effecting an eviction or disturbance
of Tenant's use or possession, Landlord shall have the right to (a) grant
utility easements or other easements in, or replat, subdivide, annex to or
disconnect from governmental and quasi-governmental jurisdiction or make other
changes in the legal status of the Land underlying the Premises, the Building or
the Project as Landlord shall deem appropriate in its sole discretion; provided
such changes do not substantially interfere with Tenant's use of the Leased
Premises for the Permitted Purpose; (b) enter the Leased Premises at reasonable
times, and at any time in the event of an emergency, to inspect, alter or
repair the Leased Premises or the Building and to perform any acts related to
the safety, protection, reletting, sale or improvement of the Leased Premises or
the Building; (c) add to or take away from the Project (including the
construction of additional improvements on the Project) any improvement or
portion thereof, in which

                                      -8-
<PAGE>   11

event Total Rentable Square Footage of the Building and Tenant's Pro Rata Share
shall be adjusted accordingly if affected by such changes but the Total
Rentable Square Feet shall not be reduced below one hundred ten thousand
(110,000) Rentable Square Feet; (d) install and maintain signs on and in the
Building and the Project; and (e) make such Regulations as, in the sole judgment
of Landlord, may be needed from time to time for the safety of the tenants,
the care and cleanliness of the Leased Premises, the Building and the Project
and the preservation of good order therein. Notwithstanding the foregoing,
however, such changes shall (i) be performed so as to not materially interfere
with Tenant's use of the Leased Premises; and (ii) provide for reasonable,
temporary alternative access, parking or services to the extent interruption
thereof results from such changes.

                  7.2 [INTENTIONALLY OMITTED.]

         8.       CASUALTY AND UNTENANTABILITY.

                  8.1 TERMINATION BY LANDLORD OR TENANT. If the Building is made
substantially untenantable, or if Tenant's use and occupancy of the Leased
Premises are substantially interfered with, due to damage to the Common Areas of
the Building, or to the Leased Premises as a result of fire or other casualty,
the damage shall be promptly repaired by and at the expense of Landlord unless
this Lease is terminated as provided below. Until such repairs and restoration
are completed, Rent shall be subject to abatement in accordance with paragraph
8.4 hereof. Landlord shall notify Tenant (the "Casualty Notice") within
forty-five (45) days of its discovery of such casualty as to whether or not the
damage can be repaired within one hundred eighty (180) days after the occurrence
of such damage, and if not, such longer period that may be required. The
Casualty Notice shall be accompanied by a certification by a licensed architect
having significant experience in the design and construction of office buildings
in the Denver Metropolitan Area, confirming the estimate of the period required
to repair or restore the damage. If the Casualty Notice indicates that such
repair and restoration will require in excess of one hundred eighty (180) days
so that Tenant's use and occupancy of the Leased Premises shall be substantially
interfered with longer than one hundred eighty (180) days after the occurrence
of such casualty, then Landlord or Tenant by notice to the other party hereto
within sixty (60) days after the occurrence of such casualty, may terminate this
Lease.

                  8.2 REPAIR AND RESTORATION. If the Casualty Notice indicates
that such repair and restoration can be repaired within one hundred eighty
(180) days, or if it indicates that such repair and restoration will require in
excess of one hundred eighty (180) days, and neither Landlord nor Tenant shall
have exercised its right to terminate this Lease pursuant to paragraph 8.1.
hereof, Landlord shall promptly commence and diligently pursue the repair and
restoration of such damage within the period indicated in the Casualty Notice.
If Landlord shall fail to complete such repair and restoration within such
period of time, as extended by force majeure or delays caused by Tenant, then
Tenant may terminate this Lease by giving thirty (30) days prior notice to
Landlord of such election as of the end of the period provided for such repair
and restoration in the Casualty Notice.

                  8.3 RESTORATION OF LEASED PREMISES. If the Leased Premises are
made partially or wholly untenantable by fire or other casualty and this Lease
is not terminated as provided in paragraph 8.1 hereof, Landlord shall restore
the Leased Premises to the condition immediately prior to such casualty;
provided that Tenant shall be responsible for replacing and restoring Tenant's
trade fixtures, equipment and personal property.

                  8.4 RENT; PRORATIONS. In the event of termination of this
Lease pursuant to this paragraph 8, Rent shall be prorated on a per diem basis
and paid to the date of the casualty, unless the Leased Premises shall be
tenantable, in which case Rent shall be payable to the date of the Lease
termination and if only partly tenantable, Tenant shall receive abatement to the
extent that portion is untenantable. If the Leased Premises are wholly
untenantable and this Lease is not terminated, Rent shall abate on a per diem
basis from the date of the casualty until the Leased Premises are ready for
occupancy by Tenant. If part of the Leased Premises are untenantable as a result
of a casualty, or interruption or limitation of Project Services under the
direct control of Landlord as set forth in Paragraph 5.2 of this Lease, Rent
shall be prorated on a per diem basis and partially abated on an equitable basis
to the extent that the Leased Premises is usable by Tenant, until the damaged
part is ready for Tenant's occupancy or the Project Service is restored.
Notwithstanding the foregoing, if any damage was proximately caused by an act
or omission of Tenant, its employees, agents, contractors, licensees or
invitees, then, in such event, Tenant agrees that Rent shall not abate or be
diminished during the term of this Lease.

         9.       CONDEMNATION.

                  9.1 RENT ABATEMENT. If all or any part of the Leased Premises
shall be taken under power of eminent domain or sold under imminent threat to
any public authority or private entity having such power, this Lease shall
terminate as to the part of the Leased Premises so taken or sold, effective as
of the date possession is required to be delivered to such authority. In such
event Base Rent and Tenant's Pro Rata Share of Excess Operating Costs shall
abate in the ratio that the portion of Tenant's Square Footage taken or sold
bears to Tenant's Square Footage.

                  9.2 LEASE TERMINATION. If a partial taking or sale of the
Leased Premises, the Building or the Project (a) substantially reduces the
Tenant's Square Footage, resulting in an inability



                                      -9-
<PAGE>   12

of Tenant to use the Leased Premises for the Permitted Purpose, or (b) renders
the Building or the Project commercially inviable to Landlord, in Landlord's
sole opinion, either Tenant in the case of (a), or Landlord in the case of (b),
may terminate this Lease by notice to the other party within thirty (30) days
after the terminating party receives written notice of the portion to be taken
or sold. Such termination shall be effective one hundred eighty (180) days
after notice thereof, or when the portion is taken or sold, whichever is sooner.
All condemnation awards and similar payments shall be paid and belong to
Landlord, except for any amounts awarded or paid specifically to Tenant by the
acquiring agency for removal and reinstallation of Tenant's trade fixtures and
personal property, Tenant's moving costs or Tenant's goodwill.

         10.      INDEMNITY, SUBROGATION AND WAIVER.

                  10.1 INDEMNITY. Tenant agrees to defend, indemnify and save
harmless Landlord against and from any and all claims, demands, actions,
damages, liability and expense in connection with or for loss of or damage to
property or injury or death to any person from any cause whatsoever while in,
upon or about the Leased Premises, or from any such claim, demand or the like
arising from or out of any occurrence in, upon or at the Leased Premises, by or
on behalf of any person, firm or corporation arising from Tenant's use of the
Leased Premises or the conduct of its business or from any activity, work, or
thing done, permitted or suffered by Tenant, in or about the Leased Premises,
and Tenant shall further defend, indemnify and save Landlord harmless against
and from any and all claims arising from any Event of Default (defined in
paragraph 11.1 below), or arising from any act or negligence of Tenant, or any
of its agents, contractors, servants, employees or licensees, and from and
against all costs, attorneys' fees, expenses and liabilities incurred in or
arising from any such claim or action or proceeding brought thereon; and in case
any action or proceeding is brought against Landlord by reason of any such
claim, Tenant upon notice from Landlord covenants to resist or defend at
Tenant's expense such action or proceeding by counsel reasonably satisfactory to
Landlord. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property in, upon or about the Leased Premises,
the Building or the Project from any source and to whomever belonging, and
Tenant hereby waives all claims in respect thereof against Landlord, except to
the extent such damage is caused by Landlord's gross negligence or willful
misconduct. The foregoing waiver shall inure only to the benefit of Landlord and
its agents, and the exception to such waiver for Landlord's gross negligence or
willful misconduct shall inure only to the benefit of Tenant and its agents and
to no other party.

                  10.2 WAIVER OF SUBROGATION. Tenant and Landlord release each
other and waive any right of recovery against each other for any claims for loss
or damage to any person, property or the Leased Premises, which occurs on or
about the Leased Premises, the Building or the Project, whether due to the
negligence of either party, their agents, employees, officers, contractors,
licensees, invitees or otherwise, if such loss or damage is insured against
under the insurance policy carried by the releasing party and in force at the
time of such loss or damage, and to the extent of the proceeds received from
such policy. Tenant and Landlord agree that all policies of insurance obtained
by either of them in connection with the Leased Premises shall contain
appropriate waiver of subrogation clauses. The provisions of this paragraph 10.2
shall survive the expiration or termination of this Lease with respect to any
claims or liability arising from events occurring prior to such expiration.

                  10.3 LIMITATION OF LANDLORD'S LIABILITY. The obligations of
Landlord under this Lease do not constitute personal obligations of the
individual managers, members, partners, shareholders, directors, officers,
employees, or agents of Landlord, and Tenant shall look solely to Landlord's
interest in the Building (including any rents payable to Landlord) and to no
other assets of Landlord, for satisfaction of any liability in respect of this
Lease. Tenant will not seek recourse against the individual managers, members,
partners, shareholders, directors, officers, employees or agents of Landlord or
any of their personal assets for such satisfaction. Notwithstanding any other
provisions contained herein, Landlord shall not be liable to Tenant, its
contractors, agents or employees for any consequential or punitive damages or
damages for loss of profits.

         11.      TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

                  11.1 TENANT'S DEFAULT. It shall be an "Event of Default" if
Tenant shall (a) fail to pay when due any (i) monthly installment of Base Rent
or of Tenant's Pro Rate Share of Excess Operating Costs, (ii) or any other Rent,
and such failure shall continue for ten (10) days after written notice thereof
by Landlord to Tenant; (b) violate or fail to perform any of the other
conditions, covenants or agreements herein made by Tenant, and such violation or
failure shall continue for thirty (30) days after written notice thereof to
Tenant by Landlord except that if within the thirty (30) day period Tenant
commences and thereafter proceeds diligently to remedy the violation or failure,
Tenant shall not be in default hereunder if Tenant has fully and completely
remedied such violation or failure on or before the date which is sixty (60)
days from the effective date of such notice from Landlord to Tenant of such
violation or failure; (c) make a general assignment for the benefit of its
creditors or file a petition for bankruptcy or other reorganization,
liquidation, dissolution or similar relief; (d) have a proceeding filed against
Tenant seeking any relief mentioned in (c) above which is not discharged within
sixty (60) days thereafter; (e) have a trustee, receiver or liquidator appointed
for Tenant or a substantial part of its property; (f) abandon or vacate the
Leased Premises for more than six (6) consecutive months; or (g) default under
any other space lease within the Building or Project.



                                      -10-
<PAGE>   13

                  11.2 REMEDIES ON DEFAULT. Landlord shall have the following
remedies if Tenant commits an Event of Default. These remedies are not
exclusive; they are cumulative in addition to any remedies now or later allowed
by law or in equity.

                      11.2.1 CONTINUE LEASE. Landlord may continue this Lease in
full force and effect. In such case, the Lease will continue in effect so long
as Landlord does not terminate Tenant's right to possession, and Landlord shall
have the right to collect Rent when due. During the period such Event of Default
continues, Landlord can enter the Leased Premises and relet them, or any part of
them, to third parties for Tenant's account. Tenant shall be liable immediately
to Landlord for all costs Landlord incurs in reletting the Leased Premises
including, without limitation, broker's commissions, expenses of remodeling the
Leased Premises required by the reletting, and like costs. Reletting can be for
a period shorter or longer than the remaining term of this Lease. Tenant shall
pay to Landlord the Rent due under this Lease on the date the Rent is due, less
the Rent Landlord receives from any reletting. No act by Landlord allowed by
this paragraph shall terminate this Lease unless Landlord notifies Tenant that
Landlord elects to terminate this Lease.

                      11.2.2 TERMINATE LEASE. Landlord can terminate Tenant's
right to possession of the Leased Premises at any time. No act by Landlord other
than giving notice to Tenant shall terminate this Lease. Acts of maintenance,
efforts to relet the Leased Premises or the appointment of a receiver on
Landlord's initiative to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's right to possession. On termination,
Landlord has the right to recover from Tenant:

                           (a) The worth, at the time of the award, of the
unpaid Rent that had been earned at the time of termination of this Lease;

                           (b) The worth, at the time of the award, of the
amount by which the unpaid Rent that would have been earned after the date of
termination of this Lease until the time of the award exceeds the amount of the
loss of Rent that Tenant proves could have been reasonably avoided;

                           (c) The worth, at the time of the award, of the
amount by which the unpaid Rent for the balance of the term after the time of
the award exceeds the amount of the loss of Rent that Tenant proves could have
been reasonably avoided;

                           (d) Any other amount, and court costs, necessary to
compensate Landlord for all detriment proximately caused by such Event of
Default, including, without limitation, any unamortized brokerage commissions
attributable to this Lease, or any unamortized costs of tenant improvements as
set forth on Schedule 5 attached hereto.

                           "The worth, at the time of the award," as used in
paragraph 11.2.2(a) and 11.2.2(b) is to be computed by allowing interest at the
maximum rate allowed by applicable usury law at that time, or if there is no
such maximum, at eighteen percent (18%) per annum. "The worth, at the time of
the award," as referred to in paragraph 11.2.2(c) is to be computed by
discounting the amount at the discount rate of the Federal Reserve Bank of
Kansas City, Missouri, at the time of the award, plus one percent (1%).

                      11.2.3 RECEIVER. Landlord shall have the right to have a
receiver appointed to collect Rent. Neither the filing of a petition for the
appointment of a receiver nor the appointment itself shall constitute an
election by Landlord to terminate this Lease.

                      11.2.4 COST OF RE-LETTING PREMISES. Upon the occurrence of
an Event of Default and Landlord's reentering of the Premises, Tenant agrees to
pay to Landlord, as an additional item of damages, the reasonable cost of
repairs, alterations, redecorating, lease commissions and Landlord's other
expenses incurred in reletting the Leased Premises to a new tenant.

                      11.2.5 WAIVER. Tenant hereby waives any right of
redemption or relief from forfeiture under any present or future law, if Tenant
is evicted or Landlord takes possession of the Leased Premises by reason of the
occurrence of any Event of Default hereunder.

         12.      TERMINATION.

                  12.1 SURRENDER OF LEASED PREMISES. On expiration of this
Lease, if no Event of Default exists, Tenant shall surrender the Leased Premises
in the same condition as when the Lease Term commenced, ordinary wear and tear
and damage by unavoidable casualty excepted. Except for furnishings, trade
fixtures and other personal property installed at Tenant's expense, all
alterations, additions or improvements, whether temporary or permanent in
character, made in or upon the Leased Premises, either by Landlord or Tenant,
shall be Landlord's property and at the expiration or earlier termination of the
Lease or any renewal term shall remain on the Leased Premises without
compensation to Tenant; provided that, if Landlord requests in writing, Tenant
shall, at its expense and without delay, remove any alterations, additions or
improvements, that are not defined as Landlord's property made to the Leased
Premises by Tenant and designated by Landlord to be removed, and repair any
damage to the Leased Premises or the Building or the Project caused by such
removal. If Tenant



                                      -11-
<PAGE>   14

fails to repair the Leased Premises, Landlord may complete such repairs and
Tenant shall reimburse Landlord for such repair and restoration. If Tenant fails
to remove such property as required under this Lease, Landlord may dispose of
such property in its sole discretion without any liability to Tenant, and
further may charge the cost of any such disposition to Tenant.

                  12.2 HOLDOVER TENANCY. If Tenant shall hold over after the
Lease Expiration Date or at the end of any Renewal Term, Tenant shall be deemed,
at Landlord's option, to occupy the Leased Premises as a Tenant from month to
month. During such tenancy, Tenant agrees to pay Landlord, monthly in advance,
an amount equal to one hundred fifty percent (150%) of all Rent which would
become due (based on Base Rent and Tenant's Pro Rata Share of Excess Operating
Costs payable for the last month of the Lease Term or Renewal Term as
applicable, together with all other amounts payable by Tenant to Landlord under
this Lease), and to be bound by all of the terms, covenants and conditions
herein specified. If Landlord relets the Leased Premises or any portion thereof
to a new tenant and the term of such new lease commences during the period for
which Tenant holds over, Landlord shall be entitled to recover from Tenant all
costs and expenses, reasonable attorneys' fees, post-judgment collection costs,
damages (including any reasonable relocation costs or other damages occasioned
to such new tenant and asserted against Landlord) and loss of profits incurred
by Landlord as a result of Tenant's failure to deliver possession of the Leased
Premises to Landlord when required under this Lease, together with any other
remedies provided to Landlord hereunder.

         13.      MISCELLANEOUS.

                  13.1 QUIET ENJOYMENT. Subject to the rights of Landlord to
enter into the Leased Premises as provided in paragraph 7.1 hereof, if and so
long as Tenant pays all Rent and timely keeps and performs each and every term,
covenant end condition herein contained on the part of Tenant to be kept and
performed, Tenant shall quietly enjoy the Leased Premises without hindrance or
disturbance by Landlord.

                  13.2 ACCORD AND SATISFACTION. No receipt and retention by
Landlord of any payment tendered by Tenant in connection with this Lease shall
constitute an accord and satisfaction, or a compromise or other settlement,
notwithstanding any accompanying statement, instruction or other assertion to
the contrary unless Landlord expressly agrees to an accord and satisfaction, or
a compromise or other settlement, in a separate writing duly executed by
Landlord. Landlord will be entitled to treat any such payments as being
received on account of any item or items of Rent, interest, expense or damage
due in connection herewith, in such amounts and in such order as Landlord may
determine at its sole option.

                  13.3 SEVERABILITY. The parties intend this Lease to be
legally valid and enforceable in accordance with all of its terms to the fullest
extent permitted by law. If any term hereof shall be stricken from this Lease to
the extent unenforceable, the same shall be as if it never had been contained
herein. Such invalidity or unenforceability shall not extend to any other term
of this Lease, and the remaining terms hereof shall continue in effect to the
fullest extent permitted by law, the same as if such stricken term never had
been contained herein.

                  13.4 SUBORDINATION AND ATTORNMENT. This Lease and Tenant's
rights hereunder are hereby made expressly subordinate to the lien of any
mortgage or deed of trust and to the lien of any ground lease, together with any
conditions, renewals, extensions or replacements thereof ("Superior
Instruments"), now or hereafter placed, charged or enforced against any interest
of Landlord in this Lease, in the leasehold estate thereby created or in the
Leased Premises or the Building or the Project, together with any improvements
included therein. If requested in writing by Landlord or any mortgagee,
beneficiary or ground lessor of Landlord, Tenant agrees to execute a
subordination agreement required to confirm the effect of the provisions of this
paragraph; provided such party acquires and accepts the Leased Premises subject
to this Lease and that, so long as Tenant is not in default under this Lease,
the rights of Tenant hereunder shall not be disturbed by reason of the terms of
any such Superior Instrument. If Tenant fails to execute and deliver any such
documents or instruments within ten (10) business days following request
therefor by Landlord, Landlord may treat such failure as an Event of Default.

                  In the event of any transfer in lieu of foreclosure or
termination of a lease in which Landlord is lessee or the foreclosure of any
Superior Instrument, or sale of the Property pursuant to any Superior
Instrument, Tenant shall attorn to, and recognize as "landlord" hereunder, such
purchaser, transferee or lessor and recognize such party as landlord under this
Lease. The agreement of Tenant to attorn contained in the immediately preceding
sentence shall survive any such foreclosure sale, termination of Landlord's
interest, or transfer.

                  13.5 APPLICABLE LAW/CONSTRUCTION. This Lease shall be
construed according to the laws of the State of Colorado and the provisions
hereof shall be construed in accordance with their fair meaning. Each of the
parties has agreed to the use of the particular language hereof (and in all
attached Schedules), and any questions of doubtful interpretation shall not be
resolved solely by any rule or interpretation providing for interpretation
against the party who causes the uncertainty to exist or against the draftsman.
The subject captions have been inserted for convenience only and shall not be
used to alter or interpret the content of this Lease.



                                      -12-
<PAGE>   15
                  13.6 BINDING EFFECT. The covenants, conditions, warranties and
agreements contained in this Lease shall be binding upon and inure to the
benefit of the parties and their respective heirs, successors and permitted
assigns, and shall survive the termination of this Lease, except as otherwise
provided in this Lease.

                  13.7 TIME. Time is of the essence of this Lease.

                  13.8 ENTIRE AGREEMENT. This Lease and the Schedules attached
set forth all the covenants, promises, agreements, representations, conditions,
statements and understandings between Landlord and Tenant concerning the Leased
Premises, the Building and the Project, and there are no representations, either
oral or written between the parties other than those in this Lease. This Lease
shall not be amended or modified except in a writing signed by both parties.
Failure to exercise any right in one or more instance shall not be construed as
a waiver of the right to strict performance or as an amendment to or
modification of this Lease.

                  13.9 NOTICES. All notices, consents end approvals pursuant to
this Lease shall be in writing and shall be effective on the earlier to occur of
actual receipt or if mailed, three (3) days after posting at a United States
Post Office, when mailed by certified mail or overnight mail, delivered (a) to
Landlord or Tenant at the address designated in paragraph 1.1 with a copy to the
Managing Agent, or (b) to such other address as may hereafter be designated by
either party by written notice.

                  13.10 FORCE MAJEURE. Except as otherwise provided in this
Lease, the obligations of Tenant to pay Rent and perform all of the terms,
covenants and conditions on the part of Tenant to be performed hereunder shall
in no way be affected, impaired or excused because Landlord, due to Unavoidable
Delay (as defined below), (a) is unable to fulfill any of its obligations under
this Lease, or (b) is delayed in providing any service, equipment or fixtures
expressly or impliedly to be provided, or (c) is unable to make or is delayed in
making any repairs, replacements, additions, alterations or decorations.
Landlord shall in each instance exercise reasonable diligence to effect
performance when and as soon as possible. Landlord, however, shall not be
obligated to pay overtime labor rates. Tenant shall be excused from its
obligations hereunder (except the obligation to pay Rent) if, due to Unavoidable
Delay, it cannot perform such obligation.

                  "Unavoidable delay" shall mean any and all delay beyond the
reasonable control of the party claiming the benefit of this paragraph,
including without limitation, delays caused by the other party; governmental
restrictions, regulations, controls, preemptions or delays; orders of civil,
military or naval authorities; strikes, labor disputes, lock-outs, shortages of
labor or materials or reasonable substitutes therefor; Acts of God; fire,
earthquake, floods, explosions or other casualties; extreme weather conditions
or other actions of the elements; enemy action, civil commotion, riot or
insurrection.

                  13.11 ATTORNEYS' FEES; PREJUDGMENT INTEREST. If the services
of an attorney are required by any party to secure the performance hereof or
otherwise upon the breach or default of another party to this Lease, or if any
judicial remedy or arbitration is necessary to enforce or interpret any
provision of this Lease, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, expert witnesses fees, post-judgment collection costs,
and other expenses, in addition to any other relief to which such party may be
entitled. Any award of damages following judicial remedy or arbitration as a
result of the breach of this Lease or any of its provisions shall include an
award of prejudgment interest from the date of the breach or default at the
maximum amount of interest allowed by law.

                  13.12 AUTHORITY. Tenant warrants and represents that it has
full authority to enter, into this Lease; that this Lease constitutes a binding
obligation on behalf of Tenant, and that the individual signing on behalf of
Tenant is duly authorized to bind Tenant hereto.

                  13.13 HAZARDOUS MATERIALS.

                        13.13.1 LANDLORD'S REPRESENTATIONS AND WARRANTIES.
Landlord hereby warrants and represents to Tenant that Landlord has no
knowledge of the presence within the Leased Premises, the Building, or the
Project, of any asbestos, polychlorinated biphenyls or other Hazardous
Materials.

                        13.13.2 NOTICE. In the event that Tenant discovers or
is informed that a Hazardous Material exists in the Leased Premises, in the
Building, or any part or parts thereof or in the Project, it shall immediately
notify the Landlord in writing of such discovery or information.

                  13.14 PARTIES' APPROVALS. Except as otherwise herein expressly
provided, whenever consent or approval of either party is required, that party
shall not unreasonably withhold or delay such consent or approval.

                  13.15 MORTGAGEE PROTECTION. Landlord shall not be deemed to
be in default under this Lease unless (a) Tenant has given notice by registered
or certified mail to any beneficiary of a deed of trust or mortgage covering
the Premises whose address shall have been furnished to Tenant, and (b) Tenant
offers such beneficiary or mortgagee a reasonable opportunity (or such other
period as may be agreed to by Tenant and such beneficiary or mortgagee) to cure
the default, including time to obtain



                                      -13-

<PAGE>   16

possession of the Premises by power of sale or of judicial foreclosure, if such
should prove necessary to effect a cure.

                  13.16 FINANCIAL STATEMENTS. Tenant acknowledges that, prior to
its execution of this Lease, it has delivered to Landlord current financial
statements of Tenant, and hereby represents and warrants that such financial
statements are true and correct in all material respects.

                  13.17 MODIFICATION FOR LENDER. If, in connection with
obtaining construction, interim or permanent financing for the Building, any
lender of Landlord shall request reasonable modifications in this Lease as a
condition to such financing, Tenant will not unreasonably withhold, delay or
defer its consent thereto, provided that such modifications do not increase the
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created or Tenant's rights hereunder.

                  13.18 RECORDING. Neither Landlord nor Tenant shall record this
Lease or any memorandum thereof.

                  SUBMISSION OF THIS INSTRUMENT FOR EXAMINATION OR SIGNATURE BY
TENANT 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 LANDLORD
AND TENANT.

                  This Lease is executed as of this 1st day of June, 1998.

LANDLORD:



HIGH POINTE I DEVELOPMENT GROUP LLC,     TENANT:
A COLORADO LIMITED LIABILITY COMPANY     HALLMARK ENTERTAINMENT NETWORK INC.,
                                         A DELAWARE CORPORATION
BY: LANKFORD & ASSOCIATES, INC., A
    COLORADO CORPORATION
    (MANAGING MANAGER)
                                         BY: /s/ GEORGE V. STEIN   06/01/98
                                            --------------------------------
                                             GEORGE V. STEIN
                                         ITS: PRESIDENT

    BY: /s/ ROBERT V. LANKFORD
       -----------------------------
       ROBERT V. LANKFORD, PRESIDENT     THE UNDERSIGNED HALLMARK ENTERTAINMENT,
                                         INC., A DELAWARE CORPORATION, HEREBY
                                         CONFIRMS, APPROVES AND AGREES TO THE
                                         PROVISIONS OF PARAGRAPH 12 OF
                                         SCHEDULE 9 ATTACHED TO THIS LEASE THIS
                                         1ST DAY OF JUNE, 1988.


                                         HALLMARK ENTERTAINMENT, INC., A
                                         DELAWARE CORPORATION

                                         BY: /s/ WILLIAM J. ALIBER
                                            --------------------------------
                                         NAME:
                                         ITS: VICE PRESIDENT



                                      -14-
<PAGE>   17




                                   SCHEDULE 9

                                ADDENDUM TO LEASE


     This Addendum to Lease (this "Addendum") is made this 1st day of June,
1998, between High Pointe I Development Group LLC, a Colorado limited liability
company ("Landlord") and Hallmark Entertainment, Inc. ("Tenant"), who are
parties to that certain Lease of even date to which this Addendum is attached as
Schedule 9 and incorporated therein by reference (the "Lease"). In the event of
any conflict or inconsistency between any other portions of the Lease and this
Addendum, the terms and conditions of this Addendum shall control. Capitalized
terms shall have the meaning set forth either in the Lease or as defined in this
Addendum.

     Landlord and Tenant hereby agree that the Lease is hereby amended and
modified in the following particulars only:

     1.  OPTION TO EXPAND LEASED PREMISES. Landlord hereby grants to Tenant the
following option to expand the Leased Premises on the following terms and
conditions:

         a. Provided Tenant is not in default under the terms and conditions of
this Lease Tenant shall have the option to expand into and lease the third floor
of the Building, consisting of 24,434 Rentable Square Feet ("Expansion Area"),
by giving notice to Landlord of Tenant's election to lease the Expansion Area on
or before November 10, 1998 (the "Expansion Option"), in the form set forth as
Exhibit 9-A attached hereto and incorporated herein by reference.

         b. If Tenant timely exercises the Expansion Option in accordance with
this paragraph 1, Tenant's use and occupancy of such Expansion Area shall be on
and subject to the Rent and all other terms, covenants and conditions provided
in this Lease, and the Expansion Area shall be incorporated into the Leased
Premises, subject to the following:

            i.   The Expansion Area shall be deemed to be incorporated into the
         Leased Premises on the date which is one (1) business day after
         Substantial Completion of the Expansion Area has been achieved pursuant
         to Schedule 5 attached hereto, which shall be the earlier of on or
         before January 1, 1999, or fifty (50) days after Tenant exercises the
         Expansion Option if notice of such exercise is delivered prior to
         November 10, 1998.

            ii.  The Lease Expiration Date shall be amended to a date one
         hundred twenty (120) months after the Expansion Area is deemed to be
         incorporated into the Leased Premises.

            iii. Landlord and Tenant shall execute an amendment to this Lease
         setting forth the revisions to this Lease to reflect the additions of
         the Expansion Area to the Leased Premises and the resulting changes
         required to the definitions of the Leased Premises, Tenant's Square
         Footage, Lease Expiration Date, Base Rent and Tenant's Pro Rata Share
         as set forth in paragraph 1 of the Lease.

            iv.  In the event Tenant fails to elect to exercise the Expansion
         Option provided for in this paragraph, the Expansion Area shall be
         subject to the Continuing Right of First Refusal set forth in paragraph
         2 of this Addendum.

     2.  CONTINUING RIGHT OF FIRST REFUSAL TO LEASE SPACE. Provided the Tenant
is not in default under any terms and conditions of the Lease, Tenant shall have
the following continuing right of first refusal to lease space within the
Building (the "Continuing Right of First Refusal"):

         a. In the event that Landlord desires to enter into a lease with a
third party for space within the Building which is available for lease,
Landlord shall deliver notice to Tenant of any bona fide third party offer
which Landlord intends to accept (the "Third Party Offer"), setting forth the
terms of the Third Party Offer and the identity of the third party. Within ten
(10) days following the notice of any Third Party Offer, Tenant shall have the
right to accept the same by giving notice to Landlord within such period. Within
thirty (30) days following Tenant's acceptance, Landlord and Tenant shall enter
into an amendment of this Lease incorporating the terms of the Third Party
Offer. In the event Tenant either rejects the Third Party Offer or fails to
notify Landlord of its acceptance of the same within said ten (10) day period,
Landlord shall thereafter have the right for a period of one hundred twenty
(120) days thereafter, with respect to the subject space, to accept the Third
Party Offer, or a separate third party offer which is not more than five percent
(5%) more favorable to such third party (on a net effective) than the Third
Party Offer. In the event Landlord wishes to accept within said one hundred
twenty (120) day period a separate third party offer which, on a net effective
basis, is more than five percent (5%) more favorable than the Third Party Offer,
then Landlord shall again be required to comply with the requirements of this
paragraph 2. However, this Continuing Right of First Refusal shall continue to
apply to any space which may become available for lease following the expiration
of the term of any lease, or extension thereof by any third party tenant in the
Building. Notwithstanding the foregoing to the contrary, the balance of the
unoccupied Rentable Square Feet of space on the second floor of the Building is
subject to a right of first refusal to Aetna Life Insurance

                                      9.1

<PAGE>   18


Company pursuant to a lease between Landlord and Aetna Life Insurance Company
("Aetna") (the "Aetna Right of First Refusal"). Tenant acknowledges and agrees
that the Continuing Right of First Refusal granted herein shall be subject to
the Aetna Right of First Refusal with respect to the second floor of the
Building. However, if Landlord receives a Third Party Offer pertaining to the
space on the second floor of the Building which is subject to the Aetna Right of
First Refusal, Landlord will give notice of such Third Party Offer to Tenant and
Tenant shall have the right to match such Third Party Offer or make a better
offer for such space by giving notice of such election setting forth in detail
the terms of such offer within three (3) business days following the notice of
any Third Party Offer. Landlord shall submit Tenant's offer to Aetna pursuant to
the Aetna Right of First Refusal, if Tenant's offer is equal to or better than
the Third Party Offer, in the reasonable determination of Landlord. If Aetna
fails to exercise the Aetna Right of First Refusal, Tenant and Landlord shall
enter into a lease incorporating Tenant's offer within ten (10) days after
notice from Landlord of such failure.

        b. If Tenant has occupied at least sixty percent (60%) of the Total
Rentable Square Feet of the Building by on or before January 1, 2000, and at
least five (5) years shall remain on the Lease Term of this Lease, then Tenant
shall have the right to elect to modify the Third Party Offer to make the
proposed lease termination date under the Third Party Offer co-terminus with the
Lease Expiration Date under this Lease (the "Co-Terminus Election"). Tenant
shall give notice of its desire to exercise the Co-Terminus Election at the time
it gives notice to Landlord of its acceptance of the Third Party Offer.

        c. In the event Tenant shall give notice of the Co-Terminus Election, to
the extent the adjustment of the term of the Third Party Offer changes the
economic benefit of the Third Party Offer, the Rent and Landlord's Share of the
cost of Leasehold Improvements under the Third Party Offer shall be adjusted so
that such Rent and Landlord's Share of the cost of Leasehold Improvements shall
be substantially comparable to the Third Party Offer (on a net effective basis).

     3. RIGHT OF FIRST REFUSAL TO PURCHASE. Provided that Tenant is not in
default under any terms and conditions of the Lease, Tenant shall have the
following right of first refusal to purchase the Project (the "Right of First
Refusal to Purchase"):

        In the event Landlord desires to enter into a contract with a third
party for the sale of the Project, Landlord shall deliver notice to Tenant of
any bona fide third party offer which Landlord intends to accept (the "Purchase
Offer"), setting forth the terms of the Purchase Offer and the identity of the
third party. Within ten (10) days following the notice of any Purchase Offer,
Tenant shall have the right to accept the same by giving notice to Landlord
within such period. Within thirty (30) days following Tenant's acceptance,
Landlord and Tenant shall enter into an agreement incorporating the terms of the
Purchase Offer. In the event Tenant either rejects the Purchase Offer or fails
to notify Landlord of its acceptance of the same within said ten (10) day
period, Landlord shall thereafter have the right for a period of one (1) year,
to accept the Purchase Offer, or a separate offer from a bona fide third party
which is not more than five percent (5%) more favorable to such third party (on
a net effective basis) than the Purchase Offer. In the event Landlord wishes to
accept within said one (1) year period a separate third party offer, which on a
net effective basis, is more than five percent (5%) more favorable than the
Purchase Offer, Landlord shall again be required to comply with the requirements
of this paragraph 3. In the event Tenant either rejects the Third Party Offer or
fails to notify Landlord of its acceptance of the same within the above ten (10)
day period, Tenant's right of first refusal hereunder shall terminate and be of
no further force and effect after one (1) year thereafter. The Right of First
Refusal to Purchase shall not apply to any lender in connection with a
foreclosure, deed-in-lieu of foreclosure, or any sale of the Project by such
lender.

     4. OPERATING COSTS ADJUSTMENT LIMITATION. Notwithstanding the provisions of
paragraphs 3.4.2 and 3.4.3 of the Lease, Tenant's obligation to pay that portion
of Excess Operating Costs, exclusive of real estate taxes and assessments,
insurance and utilities, shall not exceed five percent (5%) of such costs for
the prior calendar year. No such limitation shall apply to real estate taxes,
insurance and utilities.

     5. ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions of paragraph
6.4 of the Lease to the contrary, provided Tenant is not in default under the
terms and conditions of this Lease, Tenant shall have the right during the term
of this Lease or any extension hereof to assign this Lease or sublet the Leased
Premises to Hallmark Entertainment, Inc., a Delaware corporation, or to another
subsidiary or affiliate of Tenant, subject to the following:

        a. Tenant shall give Landlord thirty (30) days prior notice of such
intended assignment or subletting, together with information concerning the
identity of such assignee or subtenant and such other information required to be
delivered pursuant to paragraph 6.4 of the Lease.

        b. Such assignment or subletting shall be evidenced by a form of
agreement reasonably acceptable to Landlord, pursuant to which such assignee or
subtenant shall assume and agree to perform the obligations of Tenant under the
Lease, together with Tenant's express acknowledgement and confirmation to
Landlord that Tenant shall remain in all respects primarily liable for the
complete and timely performance of Tenant's obligations under the terms and
conditions of this Lease.

                                      9.2

<PAGE>   19


     6. BASE RENT ADJUSTMENT FOR ADDITIONAL LEASEHOLD IMPROVEMENTS. In addition
to the allowance of Twenty-Three Dollars ($23.00) per rentable square foot of
Tenant Square Footage for Base Tenant Improvements set forth in paragraph 1.1 of
Schedule 5 of the Lease, up to Six Dollars ($6.00) per rentable square foot of
Tenant's Square Footage of Tenant's Share of the Leasehold Improvements may be
paid by Tenant through an adjustment of the Base Rent to be payable pursuant to
paragraphs 1.1.7 of the Lease (the "Base Rent Adjustment"). The Base Rent
Adjustment shall be determined as the amount of such additional cost per
rentable square foot, amortized at ten percent (10%) per annum over the initial
one hundred twenty (120) month term of the Lease. Such Base Rent Adjustment
shall be established based upon the amount of Six Dollars ($6.00) per rentable
square foot unless Tenant shall give notice to Landlord on or before five (5)
days after Landlord has delivered a notice to Tenant that Landlord is ready to
commence construction of the Leasehold Improvements of Tenant's election not to
enter into the Base Rent Adjustment provided for herein, or to do so at a lesser
amount set forth in such notice. On or before the Lease Commencement Date,
Landlord and Tenant shell execute an amendment to this Lease, in form reasonably
acceptable to Landlord, setting forth the adjusted Base Rent under the Lease
pursuant to paragraph 1.1.7 of the Lease.

     7. SIGNAGE. Tenant shall have the exclusive right during the Lease, as
extended for the period of any Renewal Option exercised by Tenant pursuant to
paragraph 11 of this Addendum, to install at its sole cost and expense a sign
bearing the name, tradename and/or logo of Tenant on the exterior surface of the
Building ("Tenant's Sign"), subject to the following:

        a. The dimensions, design, materials, and colors comprising the Tenant
Sign, shall be subject to the prior approval of Landlord which approval shall
not be unreasonably withheld.

        b. The Tenant Sign shall be subject to any and all required approvals
and permits under applicable governmental regulations, covenants and design
guidelines (the "Sign Approvals"). It shall be the responsibility of Tenant, at
Tenant's expense, to prepare and submit any and all applications for the Sign
Approvals. Tenant shall provide copies of any such documents or applications
pertaining to the Sign Approvals to Landlord for Landlord's review and approval
prior to submission to any applicable authority having jurisdiction over the
Project. Landlord shall have five (5) business days from receipt of such
documents or application in which to review and give notice to Tenant of
Landlord's approval or disapproval of such document or application. Any failure
of Landlord to give notice to Tenant within such period shall be deemed to be an
approval of such document or application. Any notice of disapproval from Tenant
to Landlord shall set forth Landlord's reasons for its disapproval in reasonable
detail. Landlord shall cooperate reasonably with Tenant in connection with
Tenant's pursuit of the Sign Approvals.

        c. Landlord shall install, or permit Tenant to install, using a
contractor approved by Landlord, the Tenant's sign. Tenant shall make all
required conduit or cable connections between Tenant's sign and the Building
Electrical Services, subject to (i) Tenant's payment of reasonable costs for
such services, and (ii) approval of such connections by Landlord, which approval
shall not be unreasonably withheld. Such work may be performed by Landlord, or
by a contractor of Tenant approved by Landlord.

        d. Tenant shall be responsible for maintaining Tenant's sign in a clean
operable condition through a contractor approved by Landlord, which approval
shall not be unreasonably withheld. Tenant shall save Landlord harmless from any
claims, liability or expenses resulting from the erection, maintenance,
existence or removal of Tenant's sign, provided that any such loss, cost or
damage are not due, to the gross negligence or willful misconduct of Landlord,
its agents, employees or contractors.

        e. At the conclusion of the Lease Term, or any extension thereof arising
from the Renewal Option, Tenant shall remove Tenant's sign, repair and restore
any damage or wear to the Building relating therefrom, and surrender and restore
the Building to Landlord in substantially as good condition as when Tenant's
sign is installed, except for loss or damages resulting from casualty,
condemnation, Act of God, or ordinary wear and tear.

        f. The liability insurance to be carried by Tenant pursuant to the
provisions of this Lease shall include coverage for the Tenant's sign and for
Tenant's activities pertaining to the Tenant's sign.

     8. ANTENNA(E) INSTALLATION. Subject to the following provisions of this
paragraph 8, Landlord grants to Tenant the right, in common with Landlord and
other tenants, to install, operate, and maintain, at Tenant's expense and risk,
up to three (3) lawfully permitted antenna(e), satellite dish(es) and associated
equipment (the "Antenna(e) Equipment"), at the location on the Building roof
designated for such use reasonably acceptable to Landlord; or, if the Building
roof is inadequate for any reason to afford a sufficient area for a direct line
of sight transmission for satellite dish antenna(e), Landlord shall make up to
six hundred (600) square feet of space available on the highest level of the
parking structure for the Project or on the Land at the south side of such
parking structure for such purpose (collectively, the "Antenna(e) Premises"):

                                      9.3

<PAGE>   20


        a. Tenant shall submit to Landlord for its approval, a full set of
engineering plans and specifications for the proposed Antenna(e) Equipment
installation.


        b. Tenant shall make all required conduit or cable connections between
Tenant's equipment in the Premises and the Antenna(e) Equipment utilizing
Building electrical services, subject to (i) Tenant's payment of reasonable
costs for such services, and (ii) approval of such connections by Landlord.

        c. Any Antenna(e) Equipment installed by Tenant shall be erected so as
not to interfere with the operation of any previously erected antenna(e) and in
a location and manner that will minimize interference with additional antenna(e)
to be erected by Landlord or other tenants in the future, and Landlord shall not
erect or permit the erection of any antenna(e) so as to materially interfere
with the operation of the Antenna(e) Equipment previously erected by Tenant;

        d. Tenant, its authorized employees, agents and contractors shall, at
all reasonable times, have the right to enter or leave the Antenna(e) Premises,
subject to Building Rules and Regulations, and Landlord agrees that it will not
give unauthorized persons access to Tenant's Antenna(e) Premises or Antenna(e)
Equipment;

        e. Tenant shall obtain all necessary municipal, state and federal
permits and authorizations and any approvals required by applicable covenants,
required to install, maintain and operate the Antenna(e) Equipment and pay any
charges levied by government agencies which are the sole result of Tenant having
the Antenna(e) Equipment. Landlord agrees to fully cooperate with Tenant in
obtaining all such permits and authorizations, at no cost or expense to
Landlord;

        f. Tenant shall maintain the Antenna(e) Equipment and Antenna(e)
Premises in a good state of repair and to save Landlord harmless from any
claims, liability or expenses resulting from the erection, maintenance,
existence or removal of the Antenna(e) Equipment, provided that such loss, costs
or damages are not due, to the gross negligence or willful misconduct of
Landlord, its agents, employees or contractors;

        g. At the conclusion of the Term, Tenant shall remove the Antenna(e)
Equipment and surrender and restore the Antenna(e) Premises to Landlord in
substantially as good condition as when entered, except for loss or damages
resulting from casualty, condemnation, act of God or ordinary wear and tear;

        h. The liability insurance to be carried by Tenant pursuant to the
provisions of this Lease shall include coverage for Tenant's activities on the
Antenna(e) Premises;

        i. In the event the land adjacent to the Project, described as Lot 2,
Greenwood Plaza South Filing No. 4, is developed with a building and other
improvements which interfere with the line-of-sight transmission or reception of
an antenna (including a satellite dish antenna), Landlord will reimburse Tenant
for Tenant's actual out-of-pocket expense incurred in relocating any such
antenna to another location within the Antenna(e) Premises, if such a location
is available. Such reimbursement shall constitute full satisfaction of any and
all claims, losses or damages Tenant may suffer from such interference;

        j. Landlord makes no warranty and shall bear no responsibility, except
as expressly set forth herein, with respect to the operability of the Antenna(e)
Equipment, the non-existence of interference or other problems with respect to
the reception or transmission of signals, and/or the availability of the
permits, authorizations and approvals which may be required for the
installation, maintenance and operation of the Antenna(e) Equipment.

     9. EMERGENCY GENERATOR. Subject to the following provisions of this
paragraph 9, Landlord grants to Tenant the right in common with Landlord and
other tenants to install, operate and maintain, at Tenant's expense and risk, up
to two (2) emergency generators and related equipment for the generation of
electricity ("Generator Equipment") at the location of the existing concrete
generator pad indicated on the Site Plan depicted in Schedule 1 of the Lease, or
at such other location on the Land as may be designated and acceptable to
Landlord. If the existing generator pad is not adequate to afford sufficient
area for a second generator, Landlord shall designate an area of Land for the
expansion of the existing generator pad or the construction of an additional
generator pad and shall install it at Landlord's expense subject to the
availability of the Approvals defined in paragraph 9.e hereof (collectively,
the "Generator Pad Premises"):

        a. Tenant shall submit to Landlord for its approval, a full set of
engineering plans and specifications for the proposed Generator Equipment
installation.

        b. Tenant shall make all required conduit or cable connection between
Tenant's equipment in the premises and the Generator Equipment utilizing
Building electrical services, subject to:

           i. Tenant's payment of reasonable costs for such services; and

                                       9.4

<PAGE>   21


            ii. Approval of such connections by Landlord, which approval shall
     not be unreasonably withheld.

         c. The Generator Equipment installed by Tenant shall be installed so
as not to interfere with the operation of any previously installed generator
equipment.

         d. Tenant, its authorized employees, agents, and contractors shall, at
all reasonable times, have the right to enter or leave the Generator Pad
Premises, subject to Building rules and regulations.

         e. Tenant shall obtain all necessary municipal, state and federal
permits and authorizations and any approvals required by applicable covenants
(collectively, "Approvals"), required to install, maintain and operate the
Generator Equipment, and pay any charges which are levied by any government
agencies which are the sole result of Tenant having the Generator Equipment.
Landlord agrees to fully cooperate with Tenant in obtaining all such permits and
authorizations at no cost or expense to Landlord, except Landlord shall be
responsible for applying for any Approvals for an expansion or addition of the
Generator Pad Premises to accommodate the Generator Equipment.

         f. Tenant shall maintain the Generator Equipment and the Generator Pad
Premises in a good state of repair and save Landlord harmless from any claims,
liability or expenses resulting from the installation, maintenance, operation or
removal of the Generator Equipment, provided that such loss, cost or damages are
not due to the gross negligence or willful misconduct of Landlord, its agents,
employees or contractors.

         g. Notwithstanding the provisions of paragraph 6.8 and Schedule 2 of
the Lease, Tenant shall have the right to store such fuel at the Generator Pad
Premises as may be required for the reasonable operation of the Generator
Equipment, provided that such storage and utilization of such fuel shall at all
times be in compliance with all Environmental Laws, any other governmental
regulations pertaining thereto, or commercially reasonable rules and regulations
which may be promulgated by Landlord.

         h. At the termination of this Lease, Tenant shall remove the Generator
Equipment and surrender and restore the Generator Pad Premises to Landlord in
substantially as good conditions as when entered, except for loss or damages
resulting from casualty, condemnation, Acts of God, or ordinary wear and tear.

         i. The liability insurance to be carried by Tenant pursuant to the
provisions of this Lease shall include coverage for Tenant's activities on the
Generator Pad Premises.

         j. Landlord makes no warranty and shall bear no responsibility, except
as especially set forth herein, with respect to the operability of the Generator
Equipment, and/or the availability of the Approvals which may be required for
the installation, maintenance and operation of the Generator Pad Premises and
the Generator Equipment.

     10. REFURBISHMENT ALLOWANCE. At any time after the end of Year Five of the
Lease and prior to the end of Year Six of the Lease, Landlord shall reimburse
Tenant for up to Five Dollars ($5.00) per rentable square foot of Tenant Square
Footage for actual costs incurred by Tenant for reasonable remodeling,
refurbishment and replacement of Leasehold Improvements within the Leased
Premises, subject to Landlord's prior approval pursuant to paragraph 6.1.4 of
the Lease. Landlord shall pay such reimbursement to Tenant on or before thirty
(30) days after Tenant shall deliver to Landlord evidence of such costs incurred
in the form of paid invoices or other similar information.

     11. OPTION TO RENEW.

         a. Provided that Tenant is not in default under the terms and
conditions of this Lease at the time the option may be exercised, Landlord
grants to Tenant the option (the "Renewal Option") to renew this Lease with
respect to all of the Leased Premises for two (2) additional periods of five (5)
years each (individually the "First Renewal Period" and "Second Renewal Period"
and collectively, the "Renewal Periods"). The Renewal Option may be exercised by
Tenant by delivering notice to Landlord of Tenant's election at least two
hundred fifty-five (255) days prior to the expiration date of the initial term
of the Lease, with respect to the First Renewal Option and for a like period of
time prior to the expiration date of the Second Renewal Period if the Renewal
Option is exercised for the First Renewal Period.

         b. The renewal rental rate for the Leased Premises for the Renewal
Periods shall be equal to ninety-five percent (95%) of the "Market Rental Rate"
as hereinafter defined (also sometimes referred to herein as the "Renewal Rental
Rate"). The Market Rental Rate shall mean the annual amount per rentable square
foot that a willing tenant would pay and a willing landlord would accept in an
arm's length, bona fide negotiation (based upon comparable lease transactions
for comparable space made with other tenants in the Building during the prior
three (3) month period exclusive of any sublease transactions, or, if no
comparable lease transactions occur in the Building during the prior three (3)
month period, for comparable lease transactions made in comparable buildings in
the Southeast Denver, Colorado area, exclusive of any sublease transactions,
without any additional

                                      9.5

<PAGE>   22
inducements (including, without limitation, any tenant improvement allowance or
improvements constructed at the Landlord's expense), but taking into account any
free rent or similar inducements given in any such transaction, for a lease of
the premises, on the same terms and conditions for the specified period of time.
In determining the market rental in any comparable lease transactions, the value
of tenant improvements provided by the Landlord in such transaction in either
the form of a tenant improvement allowance or construction of improvements at
Landlord's expense as well as other Landlord inducements, shall be substantiated
and netted out in determining such Market Rental Rate. Parking rental rates
chargeable pursuant to Schedule 7 of the Lease shall be the rates then being
offered to members of the public or other tenants for long term parking in the
Project parking facility. Notwithstanding anything to the contrary contained in
this Lease, the Renewal Rental Rate for the Leased Premises and for the parking
provided pursuant to Schedule 8 of the Lease shall not be less than the Base
Rent payable under this Lease during the initial term hereof.

         c. If Tenant elects to exercise the Renewal Option, within fifteen (15)
days after Tenant delivers its notice of exercise, Landlord shall give notice to
Tenant of Landlord's determination of Market Rental Rate for the Leased Premises
and for parking provided pursuant to Schedule 8 of the Lease. Tenant shall have
fifteen (15) days thereafter in which to either accept Landlord's determination
of Market Rental Rate or to object thereto by giving notice of such acceptance
or rejection within such fifteen (15) day period. Tenant's failure to give such
notice shall be deemed to be an acceptance of Landlord's determination of Market
Rental Rate. By giving notice of an objection, Tenant shall be deemed to have
elected to submit the determination of Market Rental Rate to arbitration, if
Landlord and Tenant fail to agree upon the Rental Rate within thirty (30) days
after Tenant's original notice of its intent to exercise the Renewal Option, in
which case the following procedure shall be utilized:

            i.  The parties, within ten (10) days after the end of such thirty
         (30) day period, shall each appoint a qualified commercial real estate
         broker, or certified commercial real estate appraiser, with a minimum
         of ten (10) years experience in the applicable market. The two
         individuals so appointed shall be requested to select a third qualified
         broker or appraiser within ten (10) days after their appointment. If
         such individuals cannot agree upon a third broker or appraiser, either
         Landlord or Tenant may elect to have the third broker or appraiser
         appointed by the President of the Colorado Chapter of the Association
         for Commercial Real Estate, or its successor organization. Each party
         shall be responsible for the compensation, if any, of the broker or
         appraiser appointed by it and for one-half (1/2) of the compensation,
         if any, of the third broker or appraiser. As soon as reasonably
         possible after their appointment, and in any event, within thirty (30)
         days thereafter, the two (2) individuals selected by Landlord and
         Tenant shall each make a separate determination of the Market Rental
         Rate and shall deliver a written report of their determination
         (including reasonable details supporting such determination) to
         Landlord and Tenant. If the higher of the two (2) Market Rental Rate
         determinations is equal to or less than one hundred and five percent
         (105%) of the lower determination, then the average of the two (2)
         determinations shall be used as Market Rental Rate and shall be binding
         on Landlord and Tenant. If the higher determination is more than one
         hundred five percent (105%) of the lower determination, then as soon as
         reasonably possible thereafter, the third individual shall determine
         which of the two (2) brokers determinations of Market Rental Rate most
         closely approximates the initial Market Rental Rate, and the
         determination so selected shall be used as the Market Rental Rate and
         shall be binding on both Landlord and Tenant. Landlord and Tenant
         shall, separately and collectively in good faith, use all reasonable
         diligence to ensure that all three (3) determinations are completed in
         good faith within forty (40) days after appointment of the first broker
         or appraiser to be appointed.

            ii. If the determination of the Market Rental Rate is not completed
         prior to the date it is to become effective, this Lease shall
         nevertheless continue in full force and effect until such determination
         is made, the Base Rent for such period and such space shall be payable
         at the rate stipulated by Landlord as the Market Rental Rate. Upon
         final determination of the Market Rental Rate, the payment of the
         Market Rental Rate shall commence on the first day of the month
         following the date of such determination, and Tenant shall pay to
         Landlord, or Landlord shall refund to Tenant, within thirty (30) days
         thereafter, the amount of any underpayment or overpayment of Base Rent,
         as the case may be, during the interim period.

     12. TRIAD LEASE. Hallmark Entertainment, Inc. ("Hallmark"), an affiliate of
Tenant is currently obligated as tenant under those certain leases between
Hallmark, as tenant, and [ILLEGIBLE] Real Estate Limited Partnership, as
landlord as more particularly set forth on Exhibit 9-B attached hereto and
incorporated herein by reference pertaining to approximately seventeen thousand
five hundred fifty-seven (17,557) rentable square feet of office space and two
hundred sixty-one (261) rentable square feet of warehouse space (collectively,
the "Triad Lease"). Subject to the truth and accuracy of the representations and
warranties of Tenant and Hallmark with respect to the Triad Lease hereinafter
set forth, and the performance of the covenants by Tenant and Hallmark relating
to the Triad Lease, and provided Tenant is not in default under any of the terms
and conditions of this Lease, Landlord shall reimburse Hallmark on a monthly
basis, on or before the twentieth (20th) day of each month commencing with the
first full month following the Lease Commencement Date, the actual amount paid
by Hallmark for the preceding month for its rental obligation under the Triad
Lease, until Hallmark is relieved of such payment obligation through the earlier
of the termination, assignment or sublease of the Triad Lease. If Tenant shall
not have completely vacated the premises covered by the Triad Lease as of the
Lease Commencement Date, Landlord's obligation to reimburse Hallmark hereunder
shall be

                                      9.6

<PAGE>   23


prorated equitably on the basis of the amount of rentable square feet of space
actually vacated and unused by Tenant during the period for which such
reimbursement is to be made.

         a. As an inducement to Landlord to agree to reimburse Hallmark for its
obligations under the Triad Lease as herein provided, Tenant and Hallmark hereby
represent and warrant to Landlord the following:

            i.   A true and complete copy of the Triad Lease, and any amendments
         or modification thereto have been delivered to Landlord.

            ii.  The Triad Lease is in full force and effect, without
         modification except as set forth in duly executed amendments to the
         Triad Lease, all of which have been delivered to Landlord.

            iii. There is no prepaid rent and no security deposit which has been
         paid by Tenant or Hallmark, except as set forth in the Triad Lease, and
         no such amounts have been returned to Tenant.

            iv.  Hallmark has performed all of its obligations due to be
         performed under the Triad Lease and there are no defenses,
         counterclaims, deductions or offsets outstanding or other claims of any
         kind or nature by the Landlord under the Triad Lease as of the date
         hereof and the landlord under the Triad Lease has performed all of its
         obligations due to be performed under said Lease, and Hallmark has no
         defenses, no counterclaims, deductions or offsets outstanding or other
         excuses for Tenant's performance under the Triad Lease.

         b. Tenant and Hallmark hereby authorize Landlord and its duly
authorized agents and brokers to commence marketing the premises covered by the
Triad Lease to prospective assignees or subtenants, and to communicate with the
Landlord under the Triad Lease regarding the mitigation of Landlord's
liabilities through assignment, subletting, lease buyout or other alternatives
that may be proposed by Landlord.

         c. Notwithstanding the obligations set forth in paragraph 2 hereof, of
Tenant and Hallmark to cooperate with Landlord in connection with the Triad
Lease, such covenant of cooperation shall be subject to the following:

            i.   Landlord shall keep Tenant reasonably informed concerning
         indications of interest received from third parties pertaining to the
         premises under the Triad Lease.

            ii.  Tenant shall have the right to have its designated
         representative or agent attend any meeting to be conducted by Landlord,
         or its duly authorized representative or broker with a third party
         interested in occupying any portion of the premises under the Triad
         Lease.

            iii. Any communication from Landlord, or its duly authorized agent
         or broker, with any third party expressing an interest in occupying any
         portion of the Premises under the Triad Lease, shall be non-binding in
         nature unless approved and consented to in writing by Tenant.

         d. Tenant and Hallmark shall cooperate with Landlord in all reasonable
respects to assist Landlord in its effort to mitigate Landlord's costs relating
to the Triad Lease to be incurred pursuant to this paragraph. Such cooperation
by Tenant and Hallmark shall include, but shall not be limited to, the
following:

            i.   Tenant and Hallmark shall execute any documents reasonably
         requested by Landlord authorizing Landlord and its duly authorized
         agents and brokers to market the premises covered by the Triad Lease to
         prospective assignees or subtenants.

            ii.  Tenant and Hallmark shall execute such other documents as may
         reasonably be requested by Landlord including, without limitation,
         notices which may be required under the Triad Lease concerning
         operating matters, lease renewals and the like, subject to Tenant's and
         Hallmark's right to not sign anything that, in their reasonable
         opinions, would violate the Triad Lease, or would increase Tenant's
         potential liability under the Triad Lease, or would increase Hallmark's
         potential liability under the Triad Lease.

            iii. Upon Landlord's request, Tenant and Hallmark shall participate
         in negotiations with the landlord under the Triad Lease and third
         parties to facility any commercially reasonable transaction desired by
         Landlord to reduce or eliminate Hallmark's obligation under the Triad
         Lease and Landlord's obligation under this paragraph 12.

            iv.  Tenant and Hallmark shall not execute any instruments or enter
         into any agreements pertaining to the Triad Lease without the prior
         consent of Landlord not to be unreasonably withheld, or except as may
         be necessary to protect Hallmark's legal status and may be required
         under the Triad Lease.

                                      9.7

<PAGE>   24


            v.   Tenant and Hallmark shall promptly deliver to Landlord any
         notice delivered pursuant to the Triad Lease, or any correspondence
         received by Tenant pertaining to the Triad Lease.

            vi.  Tenant and Hallmark shall afford Landlord, its agents and
         brokers, reasonable access to all portions of the premises covered by
         the Triad Lease during reasonable business hours, upon reasonable prior
         notice, for the purpose of obtaining information concerning the floor
         plan and Leasehold improvements comprising such premises, and for the
         purpose of showing such premises, or portions thereof, to third parties
         expressing an interest in occupying the premises covered by the Triad
         Lease.

            vii. Tenant and Hallmark shall immediately deliver, if not
         previously delivered to Landlord, any floor plans pertaining to the
         Triad Lease, specifications concerning any special Tenant improvements
         or equipment included within the premises of the Triad Lease, and any
         other documents or instruments reasonably related to the Triad Lease
         which would materially relate to or affect the Landlord's ability to
         mitigate its liabilities pertaining to the Triad Lease.

     13. MOVING ALLOWANCE. On or before ten (10) days after the Lease
Commencement Date, Landlord shall pay to Tenant as an additional allowance to
cover costs incurred by Tenant in moving to the Leased Premises a moving
allowance of One Dollar and Twenty-Five Cents ($1.25) per rentable square foot
of Tenant's Square Footage.

     14. APPROVAL OF BOARD OF DIRECTORS OF TENANT. The terms and conditions of
this Lease are subject to the prior approval of the Board of Directors of
Tenant. By execution of this Lease, Tenant represents and warrants to Landlord
that Tenant is fully authorized to enter into and execute and perform the terms
and conditions of this Lease; that the officer indicated as executing the Lease
is duly authorized and fully empowered to execute this Lease, and that the
execution by such officer has been duly authorized by the Board of Directors of
Tenant and such Lease is a binding obligation of Tenant.

LANDLORD:                                TENANT:
HIGH POINTE I DEVELOPMENT GROUP LLC,     HALLMARK ENTERTAINMENT NETWORK,
A COLORADO LIMITED LIABILITY COMPANY     INC., A DELAWARE CORPORATION

BY: LANKFORD & ASSOCIATES, INC., A
    COLORADO CORPORATION
    (MANAGING MANAGER)
                                         BY: /S/ GEORGE V. STEIN
                                             -----------------------------------
BY: /S/ ROBERT V. LANKFORD                   GEORGE V. STEIN
    --------------------------------     ITS: PRESIDENT
    ROBERT V. LANKFORD, PRESIDENT

                                         THE UNDERSIGNED, HALLMARK
                                         ENTERTAINMENT, INC., A DELAWARE
                                         CORPORATION, HEREBY CONFIRMS, APPROVES
                                         AND AGREES TO THE PROVISIONS OF
                                         PARAGRAPH 12 OF THIS SCHEDULE 9 OF THE
                                         LEASE THIS 1ST DAY OF JUNE, 1998.

                                         HALLMARK ENTERTAINMENT, INC., A
                                         DELAWARE CORPORATION

                                         BY: /S/ WILLIAM J. ALIBER
                                             -----------------------------------
                                         NAME:
                                         ITS: VICE PRESIDENT

                                      9.8

<PAGE>   25


                            EXHIBIT 9A TO SCHEDULE 9

                     NOTICE OF EXERCISE OF EXPANSION OPTION

                                   MEMORANDUM

TO:   HIGH POINTE I DEVELOPMENT GROUP LLC, A COLORADO LIMITED LIABILITY COMPANY

FROM: HALLMARK ENTERTAINMENT, INC.

RE:   NOTICE OF EXERCISE OF EXPANSION OPTION

--------------------------------------------------------------------------------

     PURSUANT TO PARAGRAPH 1 OF SCHEDULE 9 OF THAT CERTAIN LEASE BY AND BETWEEN
HIGH POINTE I DEVELOPMENT GROUP LLC, AS "LANDLORD" AND HALLMARK, INC., AS
"TENANT," EXECUTED JUNE 1, 1998 PERTAINING TO CERTAIN LEASED PREMISES WITHIN THE
PROJECT GENERALLY REFERRED TO AS HIGH POINTE AT GREENWOOD I (THE "LEASE"),
NOTICE IS HEREBY GIVEN THAT TENANT HEREBY ELECTS TO EXERCISE THE EXPANSION
OPTION IN ACCORDANCE WITH THE LEASE.

     EXECUTED THIS 1ST DAY OF JUNE 1998.

                                       TENANT:

                                       HALLMARK ENTERTAINMENT NETWORK, INC.

                                       BY: /S/ GEORGE V. STEIN
                                           -------------------------------------
                                           GEORGE V. STEIN

                                       ITS: PRESIDENT

                                      9A.1