EXHIBIT 10.1

                            LEGACY TOWER OFFICE LEASE

         THIS LEASE,  made and entered this 21st day of December,  2001,  by and
between WXI/SEV REALTY,  LLC, a Delaware limited liability company  (hereinafter
referred to as  "Landlord"),  and MATRIX BANCORP,  INC., a Colorado  corporation
(hereinafter referred to as "Tenant").


                              W I T N E S S E T H:
                              - - - - - - - - - -


         For  and in  consideration  of the  rental  and  of the  covenants  and
agreements  hereinafter  set forth to be kept and performed by Tenant,  Landlord
hereby  leases to Tenant and  Tenant  hereby  leases  from  Landlord  the leased
premises  herein  described for the Lease Term, at the rental and subject to and
upon all of the terms, covenants and agreements hereinafter set forth.

        1.    LEASED PREMISES.
        ----------------------

              1.1. Grant of Leased  Premises.  Landlord  hereby leases to Tenant
and Tenant leases from Landlord those certain  premises set forth in Section 6.1
of the Summary (hereinafter referred to as the "Leased Premises"),  which Leased
Premises are located in the multi-story  commercial office building described in
Section 6.2 of the Summary  (hereinafter  referred  to as the  "Building").  The
Building,  any outside plaza areas, land and other improvements  surrounding the
Building, the Common Areas, as defined below, and the land upon which any of the
foregoing  are situated  are  sometimes  collectively  referred to herein as the
"Real  Property." The legal  description of land comprising the Real Property is
set forth in the attached  Exhibit A. A floor plan showing the size and location
of the Leased Premises within the Building is set forth in the attached  Exhibit
B. Tenant's use and occupancy of the Leased  Premises  shall include the use, in
common with others, of the Common Areas as hereinafter described,  but excepting
therefrom and reserving unto Landlord the exterior faces of all exterior  walls,
the roof and the right to  install,  use and  maintain  where  necessary  in the
Leased  Premises all pipes,  ductwork,  conduits and utility  lines through hung
ceiling  space,  partitions,  beneath  the floor or through  other  parts of the
Leased  Premises;  provided  such  installation,  use  and  maintenance  do  not
unreasonably  interfere  with the use and  occupancy  of the Leased  Premises by
Tenant or diminish Tenant's access to the Leased Premises. Landlord reserves the
right to effect such other  tenancies  in the  Building as Landlord may elect in
its sole business judgment.

              1.2.  Rentable  Area.  The parties  hereby  stipulate that (i) the
Premises  contain the Rentable  Area as set forth in Section 6.1 of the Summary,
(ii)  the  third  (3rd)  floor of the  Building  which is  subject  to  Tenant's
Expansion Option, as set forth in Section 1.4 below, contains 11,833 square feet
of  Rentable  Area,  and (iii) such  square  footage  amounts are not subject to
adjustment or re-measurement by Landlord or Tenant. Accordingly,  there shall be
no  adjustment  in the Base Rent or other  amounts set forth in this Lease which
are  determined  based upon the Rentable  Area of the initial  Premises (or with
respect to the third (3rd) floor Expansion Space if leased by Tenant pursuant to
Section 1.4 below).  If Tenant leases any First Offer Space  pursuant to Section
1.5  below,  then  the  "Rentable  Area"  of such  First  Offer  Space  shall be
calculated by Landlord  pursuant to the Standard Method for Measuring Floor Area
in Office Buildings, ANSI Z65.1-1996 ("BOMA") as modified pursuant to Landlord's
standard  rentable  area  measurements  for the  Building.  The  square  feet of
Rentable Area of any such First Offer Space leased by Tenant pursuant to Section
1.5 shall be determined by Landlord or Landlord's architect,  after consultation
with Tenant, in accordance with the measurement standards set forth above.

              1.3.  Construction by Landlord.  The  obligations of Landlord,  if
any,  to perform the work and supply  materials  and labor to prepare the Leased
Premises for Tenant's  particular  use and  occupancy are set forth in detail in
Exhibit D  attached  hereto.  Landlord  shall  have the work,  if any,  which is
Landlord's  obligation to perform in Exhibit D performed promptly and diligently
in a first-class  workmanlike  manner,  but Landlord  shall not be liable in any
manner for its failure to complete  construction  in a timely manner,  except as
may be set forth in  Exhibit D. The  parties  hereby  agree that any  furniture,
fixtures,  equipment  or  personal  property  remaining  in the  initial  Leased
Premises as of the date this Lease is executed (collectively,  the "FF&E") shall
remain in the Leased  Premises  and shall be provided  to Tenant,  at no cost to
Tenant, in their "AS-IS,"  "WHERE-IS," "WITH ALL FAULTS" condition,  and without
representation  or warranty by Landlord.  Contemporaneous  with the execution of
this Lease,  Landlord  shall  deliver to Tenant a bill of sale duly  executed by
Landlord  in the form of  Exhibit  J  attached  hereto  transferring  to  Tenant
Landlord's  right,  title and  interest in and to the FF&E  effective  as of the
Lease Commencement Date (the "Bill of Sale").

              1.4.  Option  to  Expand.  Tenant  shall  have a  one-time  option
("Expansion  Option")  exercisable  by Tenant during the period (the  "Expansion
Option  Availability  Period")  commencing  as of the date of  execution of this
Lease and  continuing  until the last day of the ninth  (9th) month of the Lease
Term,  to  lease  the  entire  Rentable  Area of the  third  (3rd)  floor of the
Building,  containing  11,833  square  feet of  Rentable  Area  (the  "Expansion
Space"), upon the terms and conditions set forth in this Section 1.4.

                   1.4.1.  Method of  Exercise.  In the event  Tenant  elects to
exercise the  Expansion  Option  contained  in this  Section  1.4,  Tenant shall
deliver  irrevocable  written notice ("Tenant's  Expansion  Notice") to Landlord
within the Expansion Option Availability  Period, and Landlord and Tenant shall,
with fifteen (15) business days  thereafter,  execute an amendment to this Lease
(the "Expansion Amendment")  memorializing Tenant's lease of the Expansion Space
upon the terms and conditions set forth in this Section 1.4 and this Lease.  The
date Tenant delivers Tenant's  Expansion Notice to Landlord within the Expansion
Option  Availability  Period  shall be  referred  to  herein  as the  "Expansion
Exercise Date."

<PAGE>

                   1.4.2. Expansion Rent. The annual Base Rent payable by Tenant
for the Expansion Space (the  "Expansion  Rent") during the Expansion Space Term
(as defined in Section  1.4.4 below) shall be equal to the same annual Base Rent
payable by Tenant under this Lease with respect to the initial Leased  Premises,
calculated on a per square foot of Rentable Area basis, and subject to increases
(calculated on a per square foot of Rentable Area basis) at the same time as the
Base Rent increases for the initial Leased Premises as set forth in Section 8 of
the Summary. During the Expansion Space Term, Tenant shall pay Tenant's Share of
increases  in  Operating  Expenses  for  the  Expansion  Space  pursuant  to the
provisions of Article 6 below, with Tenant's Share for the Expansion Space to be
equal  to the  percentage  calculated  by  dividing  the  Rentable  Area  of the
Expansion  Space by the total  Rentable  Area  within  the  Building.  Except as
provided  in this  Section  1.4.2  below,  there  shall be no  abatement  of the
Expansion  Rent,  and the  abatement  provisions  of Section 3.1 below shall not
apply with respect to the Expansion Space. Notwithstanding the foregoing, in the
event Tenant  delivers  Tenant's  Expansion  Notice to Landlord prior to July 1,
2002,  Landlord shall abate  Tenant's  obligation to pay the Expansion Rent (the
"Abated  Expansion  Rent") for the period (the "Abated  Expansion  Rent Period")
commencing as of the Expansion  Space  Commencement  Date (as defined below) and
continuing  until the earlier of (i) six (6) months  after the  Expansion  Space
Commencement  Date,  or (ii) April 30, 2003.  During the Abated  Expansion  Rent
Period,  Tenant  shall  remain  responsible  for the payment of all of its other
monetary  obligations  under this  Lease,  including,  without  limitation,  the
payment  of Base  Rent  for the  initial  Leased  Premises  and the  payment  of
Operating  Expenses for the entire  Leased  Premises,  including  the  Expansion
Space, and any First Offer Space leased by Tenant pursuant to Section 1.5 below.
In the event of a default by Tenant under the terms of this Lease, as amended by
the  Expansion  Amendment,  that  results in early  termination  pursuant to the
provisions  of Section  16.3 below,  then as a part of the recovery set forth in
Section  16.3 below,  Landlord  shall be entitled to the  recovery of the Abated
Expansion Rent.

                   1.4.3.  Construction of Expansion  Space.  Tenant shall lease
the Expansion Space in its "AS-IS"  condition as of the Expansion  Exercise Date
and the Expansion Space  Commencement  Date, and Landlord shall not be obligated
to provide or pay for any  improvements,  remodeling  or  refurbishment  work or
services  related  to  the  improvement,  remodeling  or  refurbishment  of  the
Expansion  Space.  The  parties  hereby  agree  that  any  furniture,  fixtures,
equipment  or  personal  property  remaining  in the  Expansion  Space as of the
Expansion  Space  Commencement  Date  (collectively  referred  to  herein as the
"Expansion  Space  FF&E")  shall  remain  in the  Expansion  Space  and shall be
provided to Tenant,  at no cost to Tenant,  in their "AS-IS,"  "WHERE-IS," "WITH
ALL FAULTS"  condition,  and  without  representation  or warranty by  Landlord.
Contemporaneous  with the execution of the Expansion  Amendment,  Landlord shall
deliver to Tenant a bill of sale duly executed by Landlord  substantially in the
form of Exhibit J attached hereto transferring to Tenant Landlord's right, title
and interest in and to the  Expansion  Space FF&E  effective as of the Expansion
Space Commencement  Date. Any construction of improvements  within the Expansion
Space by Tenant shall comply with the terms and  conditions  of Article 9 below.
Tenant  shall have the  option,  exercisable  by  written  notice  delivered  to
Landlord  concurrently  with Tenant's  Expansion Notice, to receive an allowance
from Landlord (the  "Expansion  Space  Moving/FF&E  Allowance") in the amount of
$250,000.00 to help reimburse  Tenant for the costs incurred by Tenant in moving
to the  Expansion  Space  and  acquiring  and  installing  furniture,  fixtures,
equipment and other  personal  property in the Expansion  Space on or before the
first (1st) anniversary of the Expansion Space  Commencement Date. The amount of
the  Expansion  Space  Moving/FF&E  Allowance  actually  provided by Landlord to
Tenant shall be amortized on a monthly basis over the first sixty (60) months of
the  Expansion  Space Term  together with interest at an interest rate of eleven
percent (11%) per annum. As consideration  for Landlord  providing the Expansion
Space  Moving/FF&E  Allowance to Tenant,  such monthly  amortized  amount of the
Expansion Space Moving/FF&E  Allowance (the "Expansion Space Improvement  Rent")
shall be paid by Tenant to Landlord as  additional  Rent, on the first (1st) day
of each month during the first sixty (60) months of the Expansion Space Term. In
the event this Lease, as amended by the Expansion Amendment, shall terminate for
any  reason,  including  without  limitation  as a result of a default by Tenant
under the terms of this Lease,  as amended by the  Expansion  Amendment,  Tenant
acknowledges  and agrees that the  unamortized  balance of the  Expansion  Space
Moving/FF&E  Allowance  which has not been paid by Tenant to  Landlord as of the
termination date shall become  immediately due and payable to Landlord as unpaid
Rent which has been earned as of such termination date. In addition, in no event
shall the Expansion Space Improvement Rent be abated for any reason  whatsoever,
including without  limitation,  pursuant to Sections 1.4.2 or 3.1 or Articles 12
or 18 below.

                   1.4.4.  Expansion Space Term;  Expansion  Space  Commencement
Date. The lease term for the Expansion  Space (the  "Expansion  Space Term") and
the  commencement of Tenant's  payment of Expansion Rent for the Expansion Space
shall commence upon the date (the "Expansion Space Commencement  Date") which is
the  earlier  of:  (i) the date  Tenant  commences  business  operations  in the
Expansion Space; or (ii) November 1, 2002. The Expansion Space Term shall expire
coterminously  with the Lease Term for the initial Leased Premises (as it may be
extended pursuant to the Extension Option Rider attached hereto).

                   1.4.5.   Suspension  of  Expansion  Option.   Notwithstanding
anything in this Lease to the contrary, at Landlord's option, and in addition to
all of  Landlord's  remedies  under this  Lease,  at law or in equity,  Tenant's
Expansion  Option  shall not be deemed to be  properly  exercised  if, as of the
Expansion  Exercise Date or on the Expansion Space  Commencement Date, Tenant is
in default under this Lease, as amended by the Expansion Amendment. In addition,
Tenant's  Expansion  Option is personal to the original  Tenant  executing  this
Lease (the "Original Tenant"), and may not be assigned or exercised, voluntarily
or involuntarily, by or to, any person or entity other than the Original Tenant,
and  shall  only be  available  to and  exercisable  by the  Tenant if as of the
Expansion  Exercise Date or the Expansion Space  Commencement  Date the Original
Tenant has not assigned or sublet all or any portion of this Lease or the Leased
Premises.

              1.5.  Right of First  Offer.  Tenant  shall  have a right of first
offer to lease all, but not less than all, of the entire square feet of Rentable
Area  contained on the  twenty-fourth  (24th) floor of the Building  (the "First
Offer  Space"),  when  such  space  becomes  available  for  lease  as  provided
hereinbelow  as determined  by Landlord.  For purposes  hereof,  the First Offer
Space  shall  become  available  for lease  immediately  prior to the first time

<PAGE>

Landlord  intends to submit to a third  party a bona fide  proposal or letter of
intent to lease all or any portion of the First  Offer  Space (the "Third  Party
Proposal").

                   1.5.1.  Terms of Lease of First  Offer  Space.  If the  First
Offer Space will or has become  available for lease by Tenant as provided  above
(as such  availability  is  determined by  Landlord),  then Landlord  shall give
Tenant written notice of such  availability  (the "First Offer  Notice"),  which
notice shall set forth the terms upon which Landlord would lease the First Offer
Space to Tenant,  including,  without  limitation (i) the anticipated  date upon
which  the First  Offer  Space  will be  available  for lease by Tenant  and the
commencement   date  therefor,   (ii)  a  schedule  of  construction  of  tenant
improvements for the First Offer Space, if any, (iii) the First Offer Space Rent
(as defined in this Section 1.5.3 below), (iv) any tenant improvement  allowance
for such First Offer Space (as  determined in Section 1.5.4 below),  and (v) the
term of the lease for such space,  which shall in all events be coterminous with
the Lease Term for the initial Leased  Premises (as it may be extended  pursuant
to the Extension Option Rider attached hereto). Notwithstanding the foregoing to
the contrary,  if the Third Party Proposal  pertains to more space than the 24th
floor,  Landlord  may  include  such  space in  Landlord's  First  Offer  Notice
delivered  to Tenant as provided  hereinabove,  in which event the "First  Offer
Space" for purposes  hereof  shall  include the entire  space so  identified  in
Landlord's First Offer Notice.

                   1.5.2. Procedure for Acceptance.  On or before the date which
is five (5) days after  Tenant's  receipt of Landlord's  First Offer Notice (the
"Election  Date"),  Tenant shall deliver  written notice to Landlord  ("Tenant's
Election  Notice")  pursuant to which Tenant  shall have the  one-time  right to
elect either to: (i) lease the entire  First Offer Space  described in the First
Offer Notice upon the terms set forth in the First Offer Notice;  or (ii) refuse
to lease the entire  First Offer  Space  described  in the First  Offer  Notice.
Notwithstanding  anything to the contrary contained herein, Tenant must elect to
exercise its right of first offer,  if at all,  with respect to all of the First
Offer Space described in any First Offer Notice  delivered by Landlord to Tenant
hereunder,  and Tenant may not elect to lease only a portion thereof.  If Tenant
does not respond in writing to  Landlord's  First Offer  Notice by the  Election
Date, Tenant shall be deemed to have elected the option described in clause (ii)
of this Section 1.5.2.  If Tenant elects or is deemed to have elected the option
described in clause (ii) of this Section  1.5.2,  then the provisions of Section
1.5.2.1  below shall apply and  Tenant's  right of first offer set forth in this
Section  1.5 shall  terminate  with  respect to the  entire  First  Offer  Space
described in Landlord's  First Offer Notice,  and Landlord shall thereafter have
the right to lease all or any  portion of the First  Offer  Space  described  in
Landlord's  First Offer Notice on any terms Landlord desires to any third party.
If Tenant  leases any First  Offer  Space  pursuant  to this  Section  1.5,  (A)
Landlord and Tenant shall,  with fifteen (15) business days thereafter,  execute
an amendment to this Lease (the "First Offer Amendment")  memorializing Tenant's
lease of the First Offer Space upon the terms and  conditions  set forth in this
Section 1.5, and (B) thereafter  Tenant shall have no further right to lease any
other space in the  Building  pursuant to this  Section 1.5  (including  Section
1.5.2.1 below).

                           1.5.2.1.  In the event Tenant  refuses,  or is deemed
to have refused,  to lease the entire First Offer Space identified in Landlord's
First Offer  Notice as provided  hereinabove,  the  definition  of "First  Offer
Space" shall thereupon be revised to mean that certain space comprising the next
full floor of the Building  which is located  immediately  below the First Offer
Space identified in Landlord's First Offer Notice and which is not subject to an
executed lease as of the date of such refusal or deemed refusal (such date shall
be referred to herein as the "Refusal Date"),  and which has not previously been
described as available for lease in any First Offer Notice previously  delivered
by Landlord to Tenant.  However,  in no event shall the First Offer Space,  as a
result of the  implementation  of this Section 1.5.2.1 or otherwise,  pertain to
any space below the  twenty-first  (21st) floor of the  Building.  Upon any such
revision to the definition of the First Offer Space, Tenant shall have the right
of first offer to lease such revised First Offer Space pursuant to the foregoing
provisions  of this  Section 1.5 when such  revised  First  Offer Space  becomes
available for lease as described  hereinabove  as determined by Landlord  (i.e.,
immediately  prior to the first time  Landlord  intends to submit a Third  Party
Proposal to lease all or any portion of such revised First Offer Space),  except
that (i) Tenant's  right of first offer to lease such revised  First Offer Space
set forth herein shall be subject and subordinate to all expansion,  first offer
and similar rights to lease all or any portion of such revised First Offer Space
set forth in any lease for space in the Building  which has been  executed as of
the Refusal Date, and (ii) if Tenant refuses,  or is deemed to have refused,  to
lease such entire revised First Offer Space,  the definition of the "First Offer
Space"  shall  thereupon  again be further  revised to mean that  certain  space
comprising  the next full floor of the  Building  which is  located  immediately
below such  further  revised  First  Offer  Space and which is not subject to an
executed lease as of the date of such refusal or deemed  refusal.  The foregoing
process of revising  the First Offer Space shall  continue  until the earlier of
(A) the date Tenant  leases of any First Offer  Space  pursuant to this  Section
1.5, or (B) the date of Tenant's refusal,  or deemed refusal,  to lease the last
full floor First Offer Space  revised  pursuant to the  foregoing  provisions of
Section 1.5.2.1.  Tenant  acknowledges and agrees that Landlord may lease all or
any  portion  of  space in the  Building  prior to the  time  such  space  would
otherwise become revised First Offer Space pursuant to the foregoing  provisions
of this  Section  1.5.2.1,  and if Landlord  does so, such leased  space and the
remaining  space on the floor on which the such leased space is located shall no
longer be  available  to become  First Offer Space or subject to Tenant's  first
offer right herein.

                   1.5.3.  First  Offer Rent.  If Tenant  leases any First Offer
Space hereunder, during the First Offer Term, Tenant shall pay Tenant's Share of
increases  in  Operating  Expenses  for such First Offer  Space  pursuant to the
provisions of Article 6 below, with Tenant's Share for such First Offer Space to
be equal to the  percentage  calculated  by dividing the  Rentable  Area of such
First Offer Space by the total  Rentable  Area within the  Building.  The annual
Base Rent payable by Tenant for any First Offer Space leased by Tenant hereunder
(the "First Offer Rent") shall be determined as follows:

                           1.5.3.1.  In the  event  that  Tenant  delivers  to
Landlord  Tenant's  Election Notice prior to July 1, 2002, the Base Rent payable
by  Tenant  for the First  Offer  Space  leased by Tenant  shall be equal to the
product of $23.00  multiplied by the Rentable Area  contained in the First Offer

<PAGE>

Space.  Such First  Offer Rent shall  increase at the same times and at the same
rate per square foot of  Rentable  Area within the First Offer Space as the Base
Rent  increases  on a per square  foot of  Rentable  Area basis for the  initial
Leased Premises as set forth in Section 8 of the Summary.  Except as provided in
this Section 1.5.3.1 below, there shall be no abatement of the First Offer Rent,
and the  abatement  provisions of Section 3.1 below shall not apply with respect
to the First Offer Space.  Notwithstanding  the  foregoing,  in the event Tenant
delivers  Tenant's  Election Notice to Landlord prior to July 1, 2002,  Landlord
shall abate  Tenant's  obligation to pay the First Offer Rent (the "Abated First
Offer Rent") for the period (the "Abated First Offer  Period")  commencing as of
the First Offer Space  Commencement Date and continuing until the earlier of (i)
six (6) months after the First Offer Space  Commencement Date, or (ii) April 30,
2003. During the Abated First Offer Period,  Tenant shall remain responsible for
the  payment  of  all  of its  other  monetary  obligations  under  this  Lease,
including,  without limitation,  the payment of Base Rent for the initial Leased
Premises and the payment of Operating  Expenses for the entire Leased  Premises,
including  the First  Offer  Space,  and any  Expansion  Space  leased by Tenant
pursuant  to Section  1.4 above.  In the event of a default by Tenant  under the
terms of this Lease,  as amended by the First Offer  Amendment,  that results in
early  termination  pursuant to the provisions of Section 16.3 below,  then as a
part of the recovery set forth in Section 16.3 below, Landlord shall be entitled
to the recovery of the Abated First Offer Rent.

                        1.5.3.2.  In the event that Tenant delivers Tenant's
Election Notice to Landlord after to June 30, 2002, the First Offer Rent payable
by Tenant for the First Offer Space leased by Tenant shall be equal to the "Fair
Market  Rental Rate" for such First Offer Space,  as that term is defined in and
determined  pursuant to the provisions of the Extension Option Rider attached to
this Lease,  and there shall be no  abatement  of the  Expansion  Rent,  and the
abatement  provisions  of Section  1.5.3.1  above or Section 3.1 below shall not
apply.

                   1.5.4.  Construction  In First Offer Space.  If Tenant timely
elects to lease any First Offer Space  pursuant to this Section 1.5,  such First
Offer  Space shall be leased by Tenant in its "AS IS"  condition  as of the date
Tenant  delivers  Tenant's  Election  Notice  and as of the  First  Offer  Space
Commencement Date, and Landlord shall construct the initial tenant  improvements
for the First Offer Space  pursuant to a tenant work letter to be attached as an
exhibit to the First Offer  Amendment  (the "First  Offer Work  Letter"),  which
First  Offer Work  Letter  shall be  substantially  the same as the Tenant  Work
Letter  attached to this Lease as Exhibit D,  except (i) the tenant  improvement
allowance  to be provided by Landlord for the First Offer Space leased by Tenant
shall be determined  as provided  hereinbelow,  and (ii) the time  deadlines for
submittal and approval of plans and specifications and other actions required to
be  performed  by Landlord  and Tenant  shall be revised  pursuant to a schedule
mutually  approved by the parties and set forth in such First Offer Work Letter.
In the event that Tenant delivers  Tenant's Election Notice to Landlord prior to
July 1, 2002,  Landlord shall provide Tenant a tenant improvement  allowance for
the First Offer Space leased by Tenant of up to, but not exceeding,  the product
of $36.00  multiplied by the square feet of Rentable Area contained in the First
Offer  Space.  In the event that Tenant  delivers  Tenant's  Election  Notice to
Landlord after June 30, 2002, the tenant improvement allowance to be provided by
Landlord,  if at all,  for the First  Offer  Space  leased  by  Tenant  shall be
determined as part of the Fair Market Rental Rate payable  therefor as set forth
in Section 1.5.3.2 above. In addition to such tenant improvement  allowance,  if
at the time Tenant  delivers  Tenant's  Election  Notice,  Tenant has previously
properly  exercised  Tenant's  Expansion  Option  to lease the  Expansion  Space
pursuant to Section 1.4 above, Tenant shall also have the option, exercisable by
written notice delivered to Landlord concurrently with Tenant's Election Notice,
to receive an allowance from Landlord (the "First Offer Moving/FF&E  Allowance")
in the amount of $170,000.00, to help reimburse Tenant for the costs incurred by
Tenant  in  moving  to the  First  Offer  Space  and  acquiring  and  installing
furniture,  fixtures,  equipment and other personal  property in the First Offer
Space on or  before  the  first  (1st)  anniversary  of the  First  Offer  Space
Commencement Date. The amount of the First Offer Moving/FF&E  Allowance actually
provided by Landlord to Tenant shall be  amortized  on a monthly  basis over the
first sixty (60)  months of the First  Offer Term (as  defined in Section  1.5.5
below)  together with  interest at an interest rate of eleven  percent (11%) per
annum.  As  consideration  for Landlord  providing  the First Offer  Moving/FF&E
Allowance  to  Tenant,   such  monthly  amortized  amount  of  the  First  Offer
Moving/FF&E  Allowance  (the "First  Offer  Improvement  Rent") shall be paid by
Tenant to  Landlord  as  additional  Rent,  on the first (1st) day of each month
during the first sixty (60)  months of the First  Offer Term.  In the event this
Lease, as amended by the First Offer Amendment,  shall terminate for any reason,
including without  limitation as a result of a default by Tenant under the terms
of this Lease, as amended by the First Offer Amendment,  Tenant acknowledges and
agrees that the  unamortized  balance of the First Offer  Moving/FF&E  Allowance
which has not been paid by Tenant to Landlord as of the  termination  date shall
become  immediately  due and  payable as unpaid Rent which has been earned as of
such  termination  date.  In  addition,  in  no  event  shall  the  First  Offer
Improvement  Rent  be  abated  for  any  reason  whatsoever,  including  without
limitation, pursuant to Sections 1.5.3 or 3.1 or Articles 12 or 18 below.

                   1.5.5. First Offer Space Term; First Offer Space Commencement
Date.  The lease term for the First Offer Space (the "First  Offer Space  Term")
leased by Tenant hereunder and the commencement of Tenant's payment of the First
Offer Rent for such First Offer Space shall  commence  upon the date (the "First
Offer  Space  Commencement  Date")  which is the earlier of: (i) the date Tenant
commences  business  operations in the Space;  or (ii) the later of (A) the date
that the First  Offer Space is Ready For  Occupancy  (to be defined in the First
Offer Work Letter),  or (B) November 1, 2002.  The First Offer Term shall expire
coterminously with the Lease Term for the initial Leased Premises.

                   1.5.6.  Suspension  of Right of First Offer.  Notwithstanding
anything in this Lease to the contrary, at Landlord's option, and in addition to
all of Landlord's  remedies under this Lease, at law or in equity,  the right of
first  offer  hereinabove  granted to Tenant  shall not be deemed to be properly
exercised if, as of the date Tenant exercises its right of first offer or on the
scheduled First Offer Space Commencement Date for the First Offer Space,  Tenant
is in default  under this  Lease,  as amended by the First Offer  Amendment.  In
addition,  Tenant's right of first offer is personal to the Original Tenant, and
may not be assigned or exercised,  voluntarily or  involuntarily,  by or to, any
person or entity other than the Original Tenant,  and shall only be available to
and  exercisable by the Tenant if as of date of Tenant's  Election Notice or the
First Offer Space  Commencement  Date the  Original  Tenant has not  assigned or
sublet all or any portion of this Lease or the Leased Premises.

<PAGE>

        2.    TERM.
        -----------

              2.1. Basic Term. The term of this Lease ("Lease Term") shall be as
set  forth  in  Section  7.1 of the  Summary  and  shall  commence  on the  date
("Commencement  Date")  set  forth in  Section  7.2 of the  Summary,  and  shall
terminate  on the date (the  "Expiration  Date") set forth in Section 7.3 of the
Summary,  unless this Lease is extended  pursuant to the Extension  Option Rider
attached hereto or sooner terminated as hereinafter  provided.  If Landlord does
not  deliver  possession  of the  Leased  Premises  to Tenant  on or before  the
anticipated  Commencement Date (as set forth in Section 7.2(ii) of the Summary),
Landlord  shall not be subject to any  liability  nor shall the validity of this
Lease nor the obligations of Tenant hereunder be affected. In the event that the
Commencement  Date is a date  which is other than the  anticipated  Commencement
Date set forth in Section 7.2(ii) of the Summary,  within a reasonable period of
time after the date Tenant  takes  possession  of the Leased  Premises  Landlord
shall  deliver to Tenant an  Amendment to Lease in the form  attached  hereto as
Exhibit E, setting forth the  Commencement  Date and the  Expiration  Date,  and
Tenant shall execute and return such Amendment to Lease to Landlord  within five
(5) days after  Tenant's  receipt  thereof.  In the event that Landlord does not
deliver such Amendment to Lease to Tenant, the Commencement Date shall be deemed
to be the  anticipated  Commencement  Date set forth in  Section  7.2(ii) of the
Summary.

              2.2. Early Possession.  If, prior to the Commencement Date, Tenant
uses or occupies the Leased Premises or any part thereof with  Landlord's  prior
written  consent,  for the  purpose  of  completing  alterations  to the  Leased
Premises,  Tenant agrees to observe and perform all the provisions of this Lease
except  those  which  require  payment  of Rent;  provided,  however,  if Tenant
commences  business in any part of the Leased  Premises  prior to the  scheduled
commencement  of the  Lease  Term,  the  Lease  Term  shall  commence  upon such
commencement of business operations as set forth in Section 7.2 of the Summary.

              2.3.  Delay in  Substantial  Completion;  Special Rent  Abatement;
Termination Right.

                   2.3.1 Special Rent  Abatement.  If Substantial  Completion of
the  Leased  Premises  has not  occurred  by April 1, 2002 (the  "First  Outside
Date"), as such date may be extended as provided in Section 2.3.3 below, and the
Commencement  Date has not  otherwise  occurred by the First Outside Date (as so
extended), then, for each day that Substantial Completion of the Leased Premises
is actually  delayed  beyond the First Outside Date, and as Tenant's sole remedy
for any such delay (except as provided in Section 2.3.2 below),  Tenant shall be
entitled to receive a day-for-day of abatement of Base Rent under this Lease for
each day  beyond  the  First  Outside  Date (as so  extended)  that  Substantial
Completion  of the Leased  Premises has not so occurred.  Any such  abatement of
Base Rent  provided in this Section  2.3.1 shall be credited  toward the monthly
Base Rent first payable under this Lease. If the Base Rent is abated pursuant to
this Section 2.3.1,  the Lease Term shall be extended by the number of days that
Base Rent is so abated.

                   2.3.2 Termination Right;  Second Outside Date. If Substantial
Completion of the Leased  Premises has not occurred by June 1, 2002 (the "Second
Outside Date"), as such date may be extended as provided in Section 2.3.3 below,
and the Commencement Date has not otherwise  occurred by the Second Outside Date
(as may be extended), then the sole remedy of Tenant for such failure (except as
provided  in  Section  2.3.1  above)  shall be the right to  deliver a notice to
Landlord  (an "Early  Termination  Notice")  electing  to  terminate  this Lease
effective upon the date  occurring ten (10) business days  following  receipt by
Landlord of the Early Termination  Notice (the "Early  Termination  Date").  The
Early Termination Notice must be delivered by Tenant to Landlord, if at all, not
earlier than the Second  Outside  Date (as the same may be extended  pursuant to
Section 2.3.3,  below) nor later than fifteen (15) days after the Second Outside
Date; provided, however, if Substantial Completion of the Leased Premises or the
Commencement   Date  occurs  prior  to  Tenant's  delivery  of  any  such  Early
Termination  Notice,  such Early  Termination  Notice shall be  ineffective  and
Tenant shall have no such right to terminate this Lease due to any such delay in
Substantial  Completion of the Leased  Premises  beyond the Second Outside Date.
The  effectiveness of any such Early  Termination  Notice delivered by Tenant to
Landlord  shall be governed by the terms of this Section  2.3.2.  Following  any
such termination of this Lease pursuant to this Section 2.3, Landlord and Tenant
shall have no further  obligation  to each other  under this  Lease,  except for
those obligations which expressly survive termination of this Lease.

                   2.3.3 Extension of Outside Dates.  The First Outside Date and
Second  Outside  Date as set forth in  Sections  2.3.1 and 2.3.2  above shall be
extended  day-for-day  for each day (i) after  December 21, 2001 that this Lease
has not been executed and delivered by Tenant to Landlord  and/or Tenant has not
approved the Final Space Plan for the Leased Premises pursuant to Exhibit D, and
(ii) that the  Commencement  Date and/or  Substantial  Completion  of the Leased
Premises is delayed  due to any  "Tenant  Delays" (as defined in the Tenant Work
Letter) and/or delays described in Article 21 of this Lease.

              2.4. Early  Termination  Option.  Notwithstanding  anything to the
contrary  contained in this Lease,  during the initial Lease Term,  Tenant shall
have the one-time  option to terminate and cancel this Lease effective as of the
last day of the seventh (7th) year of the initial  Lease Term (the  "Termination
Date"),   which  right  is  contingent   upon  Tenant  paying  to  Landlord  the
"Termination  Consideration" (as defined below) in accordance with the following
provisions of this Section 2.4. To exercise such termination option, Tenant must
deliver to Landlord  on or before the date which is six (6) months  prior to the
Termination  Date: (i) written  notice of Tenant's  exercise of such option (the
"Termination  Notice");  and (ii) cash in the  amount  equal to the  Termination
Consideration.  As used herein,  the "Termination  Consideration"  shall mean an
amount equal to eighteen (18) monthly  installments  of Base Rent  applicable to
the Leased  Premises  leased by Tenant as of the  Termination  Date, at the rate
which would have been in effect for the eighteen  (18) month period  immediately
following the  Termination  Date had this Lease not been  terminated as provided
herein.  If Tenant properly and timely exercises the termination  option in this
Section 2.4, this Lease shall expire at midnight on the  Termination  Date,  and
Tenant  shall be required  to  surrender  the Leased  Premises to Landlord on or
prior to such Termination  Date in accordance with the applicable  provisions of

<PAGE>

this  Lease.  The rights  contained  in this  Section  2.4 are  personal  to the
Original Tenant and may only be exercised by the Original Tenant (and not by any
assignee,  sublessee or other transferee of the Tenant's  interest in this Lease
or the Leased  Premises,  or any part  thereof),  when  Tenant is not in default
under this Lease beyond any applicable notice and cure periods.

        3.    RENT.
        -----------

              3.1. Base Rent. Tenant agrees to pay Landlord,  promptly when due,
without notice or demand and without  deduction or set-off of any amount for any
reason  whatsoever,  as "Base Rent" for the Leased Premises,  the annual amounts
set forth in Section 8 of the  Summary,  which  shall be payable in the  monthly
installment  amounts  set  forth  in  Section  8 of the  Summary.  Said  monthly
installments  of Base Rent  shall be payable in advance on the first day of each
calendar  month  during  the  Lease  Term,  except  that the  Base  Rent for the
thirteenth  (13th)  full  calendar  month of the Lease Term shall be paid at the
time of  Tenant's  execution  of this  Lease.  Notwithstanding  anything  to the
contrary  contained herein and provided that Tenant  faithfully  performs all of
the terms and conditions of this Lease, Landlord hereby agrees to abate Tenant's
obligation to pay Tenant's monthly Base Rent (the "Abated Rent") for the initial
Leased Premises  leased by Tenant  hereunder (and not any of the Expansion Space
or First Offer Space leased by Tenant pursuant to Section 1.4 and 1.5 above) for
the first  twelve  (12) full months of the  initial  Lease Term (the  "Abatement
Period").  During the Abatement Period,  Tenant shall remain responsible for the
payment of all of its other monetary  obligations under this Lease. In the event
of a default  by Tenant  under the terms of this  Lease  that  results  in early
termination  pursuant to the provisions of Section 16.3 below, then as a part of
the recovery set forth in Section 16.3 below,  Landlord shall be entitled to the
recovery of the Abated Rent.

              3.2.  Adjustment of Rent on  Commencement  or  Expiration.  In the
event the Lease Term commences or expires on a day other than the first day of a
calendar month, Tenant shall pay to Landlord on the first day of the Lease Term,
or on the  first  day of the  month in  which  the  Lease  Term  expires,  a sum
determined by multiplying  one-thirtieth  (1/30th) of the monthly installment of
Base Rent by the number of days in the first or last calendar month of the Lease
Term.

              3.3.  Operating  Expenses.  In  addition  to paying  the Base Rent
specified in Section 3.1 above, Tenant agrees to pay Landlord as additional rent
"Tenant's Share" of "Operating Expenses", as those terms are defined in Sections
6.1 and 6.2 below,  which are in excess of the Operating  Expenses for the "Base
Year", as such term is defined in Section 6.2 below.

              3.4.  Place of Payment.  Base Rent,  Tenant's  Share of  Operating
Expenses  and all other  sums or  charges  required  by this Lease to be paid by
Tenant to Landlord,  all of which are herein sometimes  collectively referred to
as "Rent,"  shall be paid at the office of Landlord as set forth  herein,  or at
such other place as Landlord may from time to time designate, in lawful money of
the United States.

        4.    [INTENTIONALLY DELETED].
        ------------------------------

        5.    USE.
        ----------

              5.1.  Permitted Use.  Tenant shall use the Leased  Premises solely
for  general  office use  consistent  with the  character  of the  Building as a
first-class office building, and shall not permit the Leased Premises to be used
for any other purpose;  provided,  however, Tenant shall be permitted to use the
First Floor Space as a retail  banking  branch for retail  banking  purposes and
general  offices  incidental  thereto,  consistent  with  the  character  of the
Building as a  first-class  office  building.  Tenant  shall  conduct all retail
banking  activities  on and maintain the First Floor Space as one of its highest
quality retail bank branches  consistent  with the conduct and  maintenance  one
would expect in the most visible  ground floor space in  comparable  first-class
office buildings in the central business district of downtown Denver, Colorado.

              5.2.  Compliance  with Laws.  Tenant  shall,  at its sole cost and
expense, promptly comply with all applicable laws, statutes,  ordinances, rules,
regulations, orders and requirements, and all recorded covenants, conditions and
restrictions  in  effect  during  the Lease  Term or any part of the Lease  Term
hereof,  regulating  Tenant's particular use or occupancy of the Leased Premises
or imposing any duty on Landlord or Tenant with regard thereto or with regard to
alteration  thereof,  including the requirements of federal,  state,  county and
municipal  authorities now in force or which may hereinafter be in force. Tenant
shall not use or permit the use of the Leased  Premises in any manner  which may
tend to create waste or a nuisance;  nor which may tend to obstruct or interfere
with the rights of other tenants of the Building or injure or annoy them.

              5.3.  Insurance  Cancellation.  Tenant  shall  not  do  or  permit
anything  to be  done on or  about  the  Leased  Premises  which  may in any way
increase the existing rate of any insurance policy covering the Building or Real
Property or any of its  contents  or cause  cancellation  of any such  insurance
policy.

              5.4.  Landlord's Rules and  Regulations.  Tenant shall observe and
comply with the Building Rules and  Regulations  which are in effect on the date
hereof,  as set forth in the attached Exhibit C, and such reasonable  amendments
and additions  thereto as Landlord may from time to time  promulgate and enforce
on a non-discriminatory  basis.  Landlord shall not be responsible to Tenant for
the  non-performance  of said rules and  regulations by any other tenants of the
Building. Tenant shall not use or allow another person or entity to use any part
of the Leased Premises for the storage,  use, treatment,  manufacture or sale of
"Hazardous  Material,"  as that term is defined  below,  except for ordinary and
general office supplies typically used in the ordinary course of business within
office space in first-class  office  buildings  (such as copier,  toner,  liquid
paper,  glue, ink and common household  cleaning supplies) which Tenant must use
in compliance  with all  applicable  laws. As used herein,  the term  "Hazardous

<PAGE>

Material" means any hazardous or toxic substance,  material or waste which is or
becomes regulated by any local  governmental  authority,  the state in which the
Building is located or the United States Government.

        6.       OPERATING EXPENSES.
        ---------------------------

              6.1. Tenant's  Obligations.  In addition to the Base Rent provided
hereinabove,  Tenant shall pay to Landlord Tenant's Share of Operating Expenses,
which are in excess of Tenant's  Share of the  Operating  Expenses  for the Base
Year,  incurred by  Landlord  on account of  operation  and  maintenance  of the
Building and Real Property during the Lease Term. For purposes hereof, "Tenant's
Share" shall mean the  percentage  set forth in Section 10 of the Summary  which
was calculated by dividing the Rentable Area of the Leased Premises set forth in
Section 6.1 of the Summary,  by the total  Rentable Area within the Building set
forth in Section 10 of the Summary.  Landlord  reserves  the right,  in its sole
discretion, to increase or decrease from time to time the total Rentable Area of
the  Building,  but not the initial  Premises  or  Expansion  Space,  based upon
Landlord's standard Rentable Area measurement standards used for the Building as
set forth in Section 1.2 of this Lease.

        6.2.     Definitions.
        --------------------

                   6.2.1.  "Base Year" shall mean the calendar year set forth in
Section 11 of the Summary.

                   6.2.2.  "Expense  Year" shall mean each  calendar year during
the Lease Term (or partial  calendar year if the Lease Term commences or ends on
other than the first or last day of a calendar  year);  provided that  Landlord,
upon  notice to Tenant,  may change  the  Expense  Year from time to time to any
other  twelve  (12)  consecutive-month  period,  and,  in the  event of any such
change, Tenant's Share of Operating Expenses shall be equitably adjusted for any
Expense Year involved in any such change.

                   6.2.3.   "Operating  Expenses",   for  purposes  hereof,  are
intended to be inclusive of all costs of operating and  maintaining the Building
and the Real Property, except franchise,  estate, inheritance, net income, gift,
corporate  and  excess  profit  taxes  of  Landlord,  interest  on  and  capital
retirement of Landlord's  mortgage loans,  costs charged by Landlord directly to
specific  tenants  (including  any utilities  separately  metered and charged to
specific  tenants),  and those items  listed in Section  6.2.4  below.  Landlord
agrees to make  reasonable  efforts to minimize  operating costs insofar as such
efforts are not inconsistent  with Landlord's intent to operate and maintain the
Building in the first-class  manner.  Operating Expenses may include,  but shall
not be limited to the following:

                   6.2.3.1.  "Tax  Expenses",  which for  purposes  hereof shall
mean,  collectively,  any and all general and special taxes and  impositions  of
every kind and nature  whatsoever  levied,  assessed,  or imposed  upon, or with
respect to the Building and Real Property, any leasehold improvements, fixtures,
installations, additions, and equipment, whether owned by Landlord or Tenant, or
either  because of or in  connection  with  Landlord's  ownership,  leasing  and
operation of the Building and Real Property, including, without limitation, real
estate taxes,  personal  property taxes,  sewer rents,  water rents,  general or
special assessments, duties or levies charged or levied upon or assessed against
the Building and Real Property and related personal property, transit taxes, all
costs and  expenses  (including  legal  fees and court  costs)  charged  for the
protest or reduction of property  taxes or  assessments  in connection  with the
Building  and Real  Property,  or any tax or  excise  on rent or any  other  tax
(however  described) on account of rental  received for use and occupancy of any
or all of the Building or Real Property  (except  Landlord's  net income taxes),
whether any such taxes are imposed by the United States,  the State of Colorado,
the County of Denver,  or any local  governmental  municipality,  authority,  or
agency or any political subdivision of any thereof. In no event, however,  shall
Tax  Expenses  for any Expense  Year be less than the  component of Tax Expenses
comprising a portion of the Base Year.

                   6.2.3.2.  All costs and  expenses to Landlord in  maintaining
fire and extended coverage insurance,  property damage,  liability and rent loss
insurance and any other  insurance  maintained by Landlord  covering the use and
operation of the Building, Common Areas, and Real Property which is customary in
comparable  buildings  in the area or  which is  reasonably  deemed  prudent  by
Landlord.

                   6.2.3.3.  All costs and expenses of repairing,  operating and
maintaining  the  heating,  ventilating  and  air  conditioning  system  for the
Building, including the cost of all utilities required in the operation thereof,
except those paid  directly by tenants of the Building and including the cost of
replacements  of equipment used in connection  with such repair and  maintenance
work and all costs and expenses  incurred in making  alterations or additions to
the heating,  ventilating  and air  conditioning  system in order to comply with
governmental rules, regulations and statutes.

                   6.2.3.4.  The costs of capital  improvements  and  structural
repairs  and  replacements  made in or to the  Building  in order to  conform to
changes subsequent to the Commencement Date in any applicable laws,  ordinances,
rules, regulations or orders of any governmental or quasi-governmental authority
having  jurisdiction over the Building (herein "Required Capital  Improvements")
and  the  costs  of  any  capital   improvements  and  structural   repairs  and
replacements  designed  primarily to reduce Operating  Expenses or to reduce the
rate of increase in Operating Expenses (herein "Cost Savings Improvements"). The
expenditures  for Required Capital  Improvements  and Cost Savings  Improvements
shall be  reimbursed to Landlord in equal  installments  over the useful life of
such capital  improvement  or structural  repair or  replacement  (as reasonably
determined   by  Landlord)   together  with  interest  on  the  balance  of  the
unreimbursed  expenditure at a rate equal to the floating  commercial  loan rate
announced from time to time by the Wall Street  Journal as the prime rate,  plus
one percent (1%) per annum (the "Interest  Rate") which is in effect on the date
the expenditure was incurred by Landlord;  provided,  however,  the amount to be

<PAGE>

reimbursed for any Cost Savings Improvements shall be limited in any year to the
estimated  reduction  or  estimated  savings in  Operating  Expenses as a result
thereof.

                   6.2.3.5.  All costs and  expenses  incurred  by  Landlord  in
providing standard services and utilities to tenants of the Building,  including
office janitorial services,  window washing and utilities not separately metered
and not charged by Landlord directly to specific tenants; together with the cost
of replacement of building  standard  electric light bulbs and fluorescent tubes
and  ballasts,  which  Landlord  shall have the  exclusive  right to provide and
install.

                   6.2.3.6.  All costs and  expenses  incurred  by  Landlord  in
operating,  managing,  repairing and maintaining the Building and Real Property,
including  all sums  expended in  connection  with the Common  Areas for general
maintenance and repairs, resurfacing,  painting, restriping,  cleaning, sweeping
and janitorial  services,  window washing,  maintenance and repair of elevators,
stairways,  sidewalks, curbs and Building signs, sprinkler systems, planting and
landscaping,  lighting and other  utilities,  maintenance and repair of any fire
protection  systems,  automatic sprinkler systems,  lighting systems,  emergency
back-up utility  systems,  storm drainage systems and any other utility systems,
personnel to implement  such  services  and to police the Common  Areas,  rental
and/or  depreciation  of machinery and equipment  used in such  maintenance  and
services, police and fire protection services, trash removal services, all costs
and expenses  pertaining to snow and ice removal,  security systems,  utilities,
premiums and other costs for worker's compensation insurance, wages, withholding
taxes,  social  security  taxes,  personal  property  taxes,  fees for  required
licenses and permits,  supplies,  and charges for management of the Building and
Common Areas.  Costs and expenses  incurred by Landlord in operating,  managing,
repairing  and  maintaining  the Building and Real  Property  which are incurred
exclusively  for the benefit of specific  tenants of the Building will be billed
accordingly and will not be included within the general Operating Expenses.

                   6.2.3.7.  If the Building is not  ninety-five  percent  (95%)
occupied  during all or a portion of any calendar  year,  Landlord shall make an
appropriate  adjustment  to those  components of Operating  Expenses  which vary
based upon  occupancy for such year or  applicable  portion  thereof,  employing
sound accounting and management principles, to determine the amount of Operating
Expenses  that would have been paid had the Building  been  ninety-five  percent
(95%)  occupied;  and the amount so determined  shall be deemed to have been the
amount of  Operating  Expenses for such year,  or  applicable  portion  thereof.
Landlord  shall have the right,  from time to time, to reasonably  and equitably
allocate some or all of the Operating  Expenses  among  different cost pools for
the  Building,  including,  but not limited to, a separate  cost pool for office
space  tenants of the Building and a separate cost pool for retail space tenants
of the Building.

                   6.2.3.8.  Notwithstanding  anything to the contrary set forth
in this  Article  6, when  calculating  Operating  Expenses  for the Base  Year,
Operating  Expenses  shall  exclude  market-wide  labor-rate  increases  due  to
extraordinary  circumstances,  including,  but  not  limited  to,  boycotts  and
strikes,   and  utility  rate  increases  due  to  extraordinary   circumstances
including,  but not limited to, conservation  surcharges,  boycotts,  embargoes,
deregulation or other shortages.  In addition, if in any Expense Year subsequent
to the Base Year, the amount of Operating  Expenses decreases due to a reduction
in the cost of providing  utilities,  security and/or other services to the Real
Property for any reason,  including without limitation,  because of deregulation
of the utility  industry  and/or  reduction in rates  achieved in contracts with
utilities  and/or  service  providers,  then for purposes of the Expense Year in
which such decrease in Operating  Expenses  occurred and all subsequent  Expense
Years, the Operating  Expenses for the Base Year shall be decreased by an amount
equal to such decrease.

                   6.2.4.  Notwithstanding  anything  herein  to  the  contrary,
Operating Expenses shall not include the following:

                   6.2.4.1.  Costs,  including  permit,  license and  inspection
costs,  incurred with respect to the installation of improvements made for other
tenants or  occupants  in the  Building or incurred in  renovating  or otherwise
improving,  decorating,  painting or redecorating vacant space for other tenants
or occupants of the Building;

                   6.2.4.2.  Costs,  including  penalties,  fines and associated
legal expenses, incurred due to the violation by Landlord or any other tenant in
the Building of applicable  laws,  that would not have been incurred but for any
such violations by Landlord or any tenant in the Building;

                   6.2.4.3.  Tax  penalties  incurred as a result of  Landlord's
negligence,  inability or unwillingness to make payments when due or to file any
income tax or informational returns when due;

                   6.2.4.4.  Costs associated with the operation of the business
of the  partnership  or  entity  which  constitutes  Landlord  as the  same  are
distinguished from the costs of operation of the Building, including partnership
accounting and legal matters, costs of defending any lawsuits with any mortgagee
(except actions where the default of Tenant may be in issue),  costs of selling,
syndicating,  financing,  mortgaging or hypothecating any of Landlord's interest
in the Building,  costs of any disputes  between  Landlord and its employees (if
any) not engaged in the  operation of the  Building,  disputes of Landlord  with
building or parking management, or outside fees paid in connection with disputes
with other tenants;

                   6.2.4.5.  costs incurred to comply with  applicable laws with
respect  to  the  cleanup,  removal,  investigation  and/or  remediation  of any
Hazardous  Materials  (as such term is defined  in Section  5.4 above) in, on or
under the Real  Property  and/or  the  Building  to the  extent  such  Hazardous
Materials are: (i) in existence as of the date of execution of this Lease and in
violation  of  applicable  laws in  effect as of such  date,  and were of such a
nature that a federal,  state or municipal  governmental  or  quasi-governmental
authority,  if it had then  had  knowledge  of the  presence  of such  Hazardous
Materials,  in the state and under the  conditions  that the same existed in the

<PAGE>

Building or on the Real Property, would have then required removal,  remediation
or other action with respect to such  Hazardous  Materials;  or (ii)  introduced
onto the Real Property  and/or the Building  after the date of execution of this
Lease by Landlord or any of Landlord's agents,  employees,  contractors or other
tenants in violation of applicable  laws in effect at the date of  introduction,
and were of such a nature that a federal,  state or  municipal  governmental  or
quasi-governmental  authority,  if it had then had  knowledge of the presence of
such Hazardous  Materials,  in the state and under the conditions  that the same
existed  in the  Building  or on the Real  Property,  would  have then  required
removal, remediation or other action with respect to such Hazardous Materials;

                   6.2.4.6.  costs of a capital  nature  for the Real  Property,
except as specifically set forth in Section 6.2.3 above;

                   6.2.4.7.  marketing costs including any sale/transfer/leasing
commissions,  attorneys' fees in connection with the negotiation and preparation
of letters, deal memos, letters of intent, agreements,  leases, subleases and/or
assignments,  space planning costs, and other costs and expenses (other than tax
expenses)  incurred in  connection  with  sale/transfer/lease,  sublease  and/or
assignment negotiations and transactions with present or prospective purchasers,
tenants or other occupants of the Real Property; and

                   6.2.4.8.   costs  (including,   without  limitation,   fines,
penalties,  interest,  and costs of repairs,  replacements,  alterations  and/or
improvements)  incurred in  bringing  the Real  Property  into  compliance  with
applicable laws (including the Americans with  Disabilities Act) in effect as of
the  date  of  execution  of  this  Lease  and  as   interpreted  by  applicable
governmental authorities as of such date, to the extent such violations exist as
of the date of execution of this Lease under any  applicable  laws in effect and
as interpreted by applicable governmental authorities as of such date.

        6.3.  Calculation and Payment of Operating Expenses.
        ---------------------------------------------------

              6.3.1. Calculation of Excess and Underage. If for any Expense Year
ending or commencing within the Lease Term, Tenant's Share of Operating Expenses
for such Expense Year exceeds Tenant's Share of Operating  Expenses for the Base
Year,  then  Tenant  shall pay to  Landlord,  in the manner set forth in Section
6.3.2, below, as additional rent, an amount equal to the excess (the "Excess").

              6.3.2.  Statement  of Actual  Operating  Expenses  and  Payment by
Tenant.  Landlord shall endeavor to give to Tenant on or before the first day of
April  following  the end of each Expense  Year, a statement  (the  "Statement")
which shall state the Operating  Expenses incurred or accrued for such preceding
Expense Year, and which shall indicate the amount,  if any, of any Excess.  Upon
receipt of the  Statement for each Expense Year ending during the Lease Term, if
an Excess is present, Tenant shall pay, within twenty (20) days after receipt of
said  Statement,  the full amount of the Excess for such Expense Year,  less the
amounts,  if any, paid during such Expense Year as Estimated  Excess (as defined
in Section  6.3.3  below).  If any  Statement  reflects that Tenant has overpaid
Tenant's Share of Operating Expenses for such Expense Year, Landlord shall remit
to Tenant,  within twenty (20) days after delivery of such applicable Statement,
the amount of the  overpayment.  The failure of  Landlord to timely  furnish the
Statement for any Expense Year shall not prejudice  Landlord from  enforcing its
rights  under this  Article 6. Even though the Lease Term has expired and Tenant
has  vacated  the  Leased  Premises,  when the  final  determination  is made of
Tenant's  Share of the  Operating  Expenses  for the Expense  Year in which this
Lease  terminates,  if an Excess is present,  Tenant  shall  immediately  pay to
Landlord an amount as calculated  pursuant to the provisions of Section 6.3.1 of
this Lease. The provisions of this Section 6.3.2 shall survive the expiration or
earlier termination of the Lease Term.

              6.3.3.  Statement of Estimated  Operating  Expenses.  In addition,
Landlord shall endeavor to give Tenant a yearly expense estimate  statement (the
"Estimate  Statement") which shall set forth Landlord's reasonable estimate (the
"Estimate") of what the total amount of Operating  Expenses for the then-current
Expense  Year shall be and the  estimated  Excess  (the  "Estimated  Excess") as
calculated by comparing  Tenant's  Share of Operating  Expenses,  which shall be
based upon the Estimate,  to Tenant's  Share of Operating  Expenses for the Base
Year. The failure of Landlord to timely  furnish the Estimate  Statement for any
Expense Year shall not preclude  Landlord  from  enforcing its rights to collect
any Estimated Excess under this Article 6. If pursuant to the Estimate Statement
an Estimated  Excess is calculated  for the  then-current  Expense Year,  Tenant
shall  pay,  with its next  installment  of Base Rent  due,  a  fraction  of the
Estimated Excess for the then-current  Expense Year (reduced by any amounts paid
pursuant to the last sentence of this Section  6.3.3).  Such fraction shall have
as its numerator the number of months which have elapsed in such current Expense
Year to the month of such payment, both months inclusive,  and shall have twelve
(12) as its  denominator.  Until a new Estimate  Statement is furnished,  Tenant
shall pay monthly,  with the monthly Base Rent installments,  an amount equal to
one-twelfth  (1/12)  of the total  Estimated  Excess  set forth in the  previous
Estimate Statement delivered by Landlord to Tenant.

        7.    UTILITIES AND SERVICES.
        ----------------------------

              7.1.   Standard  Tenant  Services.   Landlord  shall  provide  the
following  services on all days during the Lease Term,  unless  otherwise stated
below.

              7.1.1.  Subject to reasonable changes  implemented by Landlord and
to all  governmental  rules,  regulations  and  guidelines  applicable  thereto,
Landlord shall provide  heating and air  conditioning  when necessary for normal
comfort  for normal  office  use in the Leased  Premises,  from  Monday  through
Friday,  during the period from 7:00 a.m. to 6:00 p.m.,  and on Saturday  during
the period from 7:00 a.m. to 1:00 p.m.,  except for the date of  observation  of
New Year's Day,  Presidents'  Day,  Memorial Day,  Independence  Day, Labor Day,
Thanksgiving  Day,  Christmas  Day  and  other  nationally  recognized  holidays
(collectively, the "Holidays").

<PAGE>

              7.1.2.  Landlord  shall  provide  adequate  electrical  wiring and
facilities  and  power for  normal  general  office  use for  Building  standard
lighting and standard office equipment, as determined by Landlord.  Tenant shall
bear the cost of  replacement  of  non-Building  standard  lamps,  starters  and
ballasts for lighting fixtures within the Leased Premises.

              7.1.3. Landlord shall provide city water from the regular Building
outlets for drinking, lavatory and toilet purposes.

              7.1.4.  Landlord shall provide  janitorial  services five (5) days
per week,  except  the date of  observation  of the  Holidays,  in and about the
Leased  Premises and window washing  services in a manner  consistent with other
comparable buildings in the vicinity of the Building.

              7.1.5.  Except when repairs or inspections are being made thereto,
and subject to such rules and  regulations  as established by Landlord from time
to time,  Landlord  shall  provide  nonexclusive  automatic  passenger  elevator
service for use by Tenant, its customers and employees at all times.

              7.2. Overstandard Tenant Use. Tenant shall not, without Landlord's
prior written consent, use heat-generating machines,  machines other than normal
fractional  horsepower  office  machines,  or equipment  or lighting  other than
building  standard  lights  in  the  Leased  Premises,   which  may  affect  the
temperature  otherwise maintained by the air conditioning system or increase the
water  normally  furnished for the Leased  Premises by Landlord  pursuant to the
terms of Section 7.1 of this Lease.  If such  consent is given,  Landlord  shall
have  the  right  to  install  supplementary  air  conditioning  units  or other
facilities  in  the  Leased  Premises,  including  supplementary  or  additional
metering  devices,  and the cost thereof,  including  the cost of  installation,
operation and  maintenance,  increased  wear and tear on existing  equipment and
other  similar  charges,  shall be paid by Tenant to  Landlord  upon  billing by
Landlord.  If Tenant  uses water or heat or air  conditioning  in excess of that
supplied  by Landlord  pursuant  to Section  7.1 of this  Lease,  or if Tenant's
consumption of electricity shall exceed five (5) watts connected load per square
foot of Rentable Area of the Leased Premises, calculated on an monthly basis for
the hours described in Section 7.1.1 above,  Tenant shall pay to Landlord,  upon
billing,  the cost of such  excess  consumption,  the cost of the  installation,
operation,  and  maintenance of equipment  which is installed in order to supply
such excess consumption, and the cost of the increased wear and tear on existing
equipment caused by such excess consumption; and Landlord may install devices to
separately  meter  any  increased  use and in such  event  Tenant  shall pay the
increased  cost  directly to  Landlord,  on demand,  including  the cost of such
additional metering devices.  If Tenant desires to use heat,  ventilation or air
conditioning  during  hours other than those for which  Landlord is obligated to
supply such utilities pursuant to the terms of Section 7.1 of this Lease, Tenant
shall give  Landlord  such prior  notice,  as  Landlord  shall from time to time
establish as appropriate, of Tenant's desired use and Landlord shall supply such
utilities to Tenant at such hourly cost to Tenant as Landlord shall from time to
time establish. Amounts payable by Tenant to Landlord for such use of additional
utilities  shall be deemed  additional  rent  hereunder and shall be billed on a
monthly basis.

              7.3. Additional  Services.  Landlord shall also have the exclusive
right, but not the obligation,  to provide any additional  services which may be
required by Tenant, including,  without limitation,  locksmithing,  non-Building
standard lamp replacement,  additional janitorial service and additional repairs
and  maintenance,  provided that Tenant shall pay to Landlord upon billing,  the
sum of all costs to Landlord of such additional  services plus an administration
fee.  Charges for any  service for which  Tenant is required to pay from time to
time hereunder, shall be deemed additional rent hereunder and shall be billed on
a monthly basis.

              7.4.  Interruption  of  Services.  Subject to  Section  7.5 below,
Landlord shall not be liable for any damage,  loss or expense incurred by Tenant
by reason of any interruption or failure of the utilities and services. Landlord
may, with notice to Tenant, or without notice in case of emergency,  cut off and
discontinue utilities and service when such discontinuance is necessary in order
to make repairs or alterations. No such action shall be construed as an eviction
or  disturbance  of  possession  by Landlord or relieve  Tenant from paying Rent
(except as provided in Section 7.5 below) or performing  any of its  obligations
under this Lease.

              7.5.  Abatement of Rent When Tenant Is Prevented From Using Leased
Premises.  In the event that Tenant is prevented  from using,  and does not use,
the Leased Premises or any portion thereof,  for seven (7) consecutive  business
days (the "Eligibility  Period") as a result of Landlord's failure to provide to
the Leased Premises any of the essential  utilities and services  required to be
provided in Sections 7.1.1 and 7.1.2 above, then Tenant's obligation to pay Base
Rent and Operating Expenses shall be abated or reduced, as the case may be, from
and after the first (1st) day following the  Eligibility  Period and  continuing
until such time that Tenant  continues to be so prevented  from using,  and does
not use, the Leased  Premises or a portion  thereof,  in the proportion that the
Rentable  Area of the portion of the Leased  Premises  that Tenant is  prevented
from using,  and does not use,  bears to the total  Rentable  Area of the Leased
Premises;  provided,  however,  that  Tenant  shall  only  be  entitled  to such
abatement  of  rent if the  matter  described  in this  sentence  is  caused  by
Landlord's  negligence  or willful  misconduct.  To the extent  Tenant  shall be
entitled to  abatement of rent  because of a damage or  destruction  pursuant to
Article 12 or a taking pursuant to Article 18, then the Eligibility Period shall
not be  applicable.  Notwithstanding  anything to the contrary set forth in this
Lease,  in the event that Tenant is prevented from using,  and does not use, the
Leased Premises or any portion thereof, for one hundred eighty (180) consecutive
days as a result of the matters described above in this Section 7.5, then Tenant
shall have the right to terminate  this Lease by delivering to Landlord  written
termination notice within five (5) days after the end of such one hundred eighty
(180) day period;  provided,  however,  Tenant  shall not have such  termination
right if any of such events described in this Section 7.5 are caused by a damage
or  destruction  pursuant  to Article 12 or a taking  pursuant to Article 18, as
Tenant's  termination  rights for such  casualty and taking events are expressly
provided in and are governed by Articles 12 and 18 of this Lease, respectively.

<PAGE>


        8.    MAINTENANCE AND REPAIRS.
        ------------------------------

              8.1. Tenant's Repairs. Subject to Landlord's repair obligations in
Section 8.2 below, and subject to Section 22.18 below, Tenant shall, at Tenant's
own expense, keep the Leased Premises, including all improvements,  fixtures and
furnishings therein, in good order, repair and condition at all times during the
Lease Term.  In addition,  Tenant  shall,  at Tenant's own expense but under the
supervision  and  subject  to the prior  approval  of  Landlord,  and within any
reasonable period of time specified by Landlord,  promptly and adequately repair
all damage to the Leased  Premises  and  replace or repair all damaged or broken
fixtures and appurtenances;  provided however, that, at Landlord's option, or if
Tenant fails to make such repairs, Landlord may, but need not, make such repairs
and  replacements,  and Tenant shall pay Landlord the cost thereof,  including a
percentage  of the cost thereof (to be uniformly  established  for the Building)
sufficient to reimburse Landlord for all overhead, general conditions,  fees and
other costs or expenses  arising from Landlord's  involvement  with such repairs
and replacements  forthwith upon being billed for same.  Landlord may, but shall
not be required to, enter the Leased  Premises at all  reasonable  times to make
such repairs, alterations,  improvements and additions to the Leased Premises or
at the Building or to any  equipment  located in the Building as Landlord  shall
desire or deem necessary or as Landlord may be required to do by governmental or
quasi-governmental authority or court order or decree.

              8.2. Landlord's  Repairs.  Anything contained in Section 8.1 above
to  the  contrary  notwithstanding,  Landlord  shall  repair  and  maintain  the
structural  portions of the  Building,  including the basic  plumbing,  heating,
ventilating,  air conditioning and electrical  systems installed or furnished by
Landlord (but not including any non-base building facilities  installed by or on
behalf of Tenant); provided, however, to the extent such maintenance and repairs
are caused in part or in whole by the act, neglect,  fault of or omission of any
duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to
Landlord  as  additional  rent,  the  reasonable  cost of such  maintenance  and
repairs.  Landlord shall not be liable for any failure to make any such repairs,
or to  perform  any  maintenance  unless  such  failure  shall  persist  for  an
unreasonable  time  after  written  notice  of  the  need  of  such  repairs  or
maintenance is given to Landlord by Tenant.  There shall be no abatement of rent
and no  liability  of Landlord by reason of any injury to or  interference  with
Tenant's  business  arising  from the  making  of any  repairs,  alterations  or
improvements  in or to any portion of the Building or the Leased  Premises or in
or to fixtures,  appurtenances and equipment  therein.  Tenant hereby waives and
releases any right to make repairs at Landlord's  expense under any law, statute
or ordinance now or hereafter in effect.

              8.3.  Notification  to Landlord.  Tenant agrees to promptly notify
Landlord or its  representative  of any  accidents or defects in the Building of
which Tenant becomes aware,  including  defects in pipes,  electrical wiring and
HVAC  equipment.  In  addition,   Tenant  shall  provide  Landlord  with  prompt
notification  of any matter or condition which may cause injury or damage to the
Building or any person or property therein.

              8.4.  Condition Upon  Expiration of Lease.  Upon the expiration of
the Lease  Term,  or any  sooner  termination,  Tenant  shall  remove all of its
personal  property,   including,  without  limitation,  any  wiring  or  cabling
installed in the Leased Premises by on or behalf of Tenant,  and any alterations
and  improvements  required  to be removed  pursuant  to  Section  9.2 below and
surrender  the  Leased  Premises  in good  condition,  ordinary  wear  and  tear
excepted;  provided,  however,  Tenant  shall not be required to remove from the
Leased Premises pursuant to this Section 8.4 or Section 9.2 below the bank vault
existing in the Leased  Premises as of date of execution  of this Lease.  Tenant
shall repair,  at its expense,  any damage to the Leased Premises  occasioned by
its removal of any article of personal  property,  trade fixtures,  furnishings,
signs,  and  improvements  including  but not  limited to  repairing  the floor,
patching holes and painting walls.

        9.    ALTERATIONS AND ADDITIONS.
        -------------------------------

              9.1.  Landlord's  Consent  Required.  Tenant  shall  not  make any
alterations  or  additions  to  the  Leased  Premises  without  first  procuring
Landlord's written consent, which consent shall not be unreasonably withheld. In
no event,  however,  shall Tenant  alter the exterior of the Leased  Premises or
make any change or alteration which would impair the structural soundness of the
Building.  Upon obtaining  such consent,  Tenant shall cause the work to be done
promptly and in good and workmanlike manner and in accordance with the plans and
specifications  submitted  to  and  approved  by  Landlord.  Landlord's  consent
notwithstanding,  all work shall be  performed  in  accordance  with  applicable
building  codes  and  governmental  regulations.  All work  done  and  materials
supplied shall be done or supplied only by contractors approved by Landlord, and
Landlord  shall  have the  right  to grant  such  approval  conditionally  or to
withdraw the same at any time.  Landlord's  approval  thereunder shall create no
responsibility  or  liability  on the  part of  Landlord  for the  completeness,
design,  sufficiency  or  compliance  with all laws,  rules and  regulations  of
governmental agencies or authorities regarding the alterations. The construction
of the initial Tenant  Improvements for the Leased Premises shall be governed by
the  provisions of Exhibit D and not this Article 9. Any and all  alterations or
additions to the Leased Premises to be performed by or on behalf of Tenant shall
be further subject to the provisions of Section 22.18 below.

              9.2.  Surrender at End of Lease Term. Any  alterations,  additions
and improvements  made by Tenant on the Leased  Premises,  except Tenant's trade
fixtures,  shall at once when made become  property of Landlord  and remain upon
and be surrendered with the Leased Premises at the expiration of the Lease Term,
unless prior to the termination date Landlord  provides written notice to Tenant
to remove the same,  in which case  Tenant  shall  remove  same on or before the
expiration of the Lease Term, and repair any damage resulting from such removal;
provided,  however,  Tenant  shall not be  required  to remove  from the  Leased
Premises  pursuant  to this  Section  9.2 or  Section  8.4 above the bank  vault
existing in the Leased Premises as of date of execution of this Lease.

              9.3.  Payment  for Work.  All costs of any such work shall be paid
promptly  by  Tenant  so  as  to  avoid  the  assertion  of  any  mechanic's  or
materialman's lien. Tenant shall discharge, by bonding,  payment or other means,
any  mechanic's  lien filed against the Leased  Premises or the Building  within
thirty (30) days after the receipt of notice thereof,  and shall promptly inform

<PAGE>

Landlord of any such notice.  If the lien is not  discharged  within said thirty
(30) day  period,  Landlord  shall have the right,  but not the  obligation,  to
discharge said lien by payment, bonding or otherwise, and the costs and expenses
to Landlord of obtaining such  discharge  shall be paid to Landlord by Tenant on
demand as additional  rent.  Whether or not Tenant orders any work directly from
Landlord,  Tenant  shall pay to Landlord a  percentage  of the cost of such work
(such  percentage,  which shall vary depending upon whether or not Tenant orders
the work directly from  Landlord,  to be  established on a uniform basis for the
Building,  but  not to  exceed  five  percent  (5%)  of the  cost  of the  work)
sufficient to compensate Landlord for all overhead, general conditions, fees and
other costs and expenses arising from Landlord's involvement with such work.

              9.4. Protection against Liens. At least five (5) days prior to the
commencement of any work on the Leased Premises, Tenant shall notify Landlord of
the names and  addresses of the persons  supplying  labor and  materials for the
proposed work so Landlord may avail itself of the provisions of statutes such as
Section 38-22-105 of the Colorado Revised  Statutes.  During the progress of any
such work on the Leased Premises, Landlord or its representatives shall have the
right to go upon and inspect the Leased  Premises at all reasonable  times,  and
shall  have the  right to post and keep  posted  thereon  notices  such as those
provided  for by CRS  Section  38-22-105  or to take any  further  action  which
Landlord may deem to be proper for the protection of Landlord's  interest in the
Leased Premises.

              9.5.  Automated  Teller  Machine.  The  Original  Tenant,  and any
Affiliate  to which  Tenant's  entire  interest in this Lease has been  assigned
pursuant to Section 15.7 below,  shall have the exclusive right during the Lease
Term to  install  and use one (1)  automated  teller  machine  ("ATM")  (and any
replacements of such ATM with any other banking safety and service  equipment as
Tenant  may deem  desirable,  subject to  Landlord's  prior  approval,  based on
subsequent technical and competitive  developments);  provided,  however, in the
event  Tenant  fails to  commence  the  functioning  and service  (allowing  for
customer and non-customer  use) of such ATM within one hundred eighty (180) days
following  the Lease  Commencement  Date,  or fails at any time during the Lease
Term to  continously  provide  the funding and service of such ATM for more than
ninety (90) consecutive  days, such right to use and install the ATM shall be on
a non-exclusive  basis during the Lease Term.  Tenant's right to install the ATM
shall be subject to and conditioned upon Tenant obtaining, at Tenant's sole cost
and expense,  all required  governmental  approvals and Landlord's prior written
approval  as to  materials,  design,  exact  location,  quality  and  all  other
specifications  thereof  (including  Tenant's name and/or logo on such ATM). The
ATM shall be  installed  and  maintained,  at  Tenant's  sole cost and  expense,
pursuant to an installation and maintenance  program approved by Landlord.  Upon
the  expiration or early  termination of this Lease,  Tenant shall,  at its sole
cost and  expense,  remove the ATM and return that  portion of the  Building and
Leased  Premises  to the same or  substantially  similar  condition  as existing
immediately prior to Tenant's installation of such ATM, reasonable wear and tear
excepted. If Tenant fails to remove such ATM and restore the Building and Leased
Premises  as provided in this  Section  9.5 within ten (10) days  following  the
expiration or early  termination  of this Lease,  then Landlord may perform such
work, and all costs and expenses incurred by Landlord in so performing such work
shall be  reimbursed by Tenant to Landlord  within ten (10) days after  Tenant's
receipt of invoice therefor.

        10.   INSURANCE.
        ---------------

              10.1.  Tenant's  Compliance  with  Landlord's  Fire  and  Casualty
Insurance.  Tenant shall, at Tenant's expense,  comply as to the Leased Premises
with all  insurance  company  requirements  pertaining  to the use of the Leased
Premises.  If Tenant's conduct or use of the Leased Premises causes any increase
in the premium for such insurance policies, then Tenant shall reimburse Landlord
for any such increase. Tenant, at Tenant's expense, shall comply with all rules,
orders,  regulations  or  requirements  of the  American  Insurance  Association
(formerly the National Board of Fire Underwriters) and with any similar body.

              10.2.  Tenant's  Insurance.  Tenant shall  maintain the  following
coverages in the following amounts.

              10.2.1.   Commercial  General  Liability  Insurance  covering  the
insured  against claims of bodily injury,  personal  injury and property  damage
arising out of Tenant's  operations,  assumed  liabilities  or use of the Leased
Premises,  including  a Broad  Form  Commercial  General  Liability  endorsement
covering the insuring  provisions of this Lease and the performance by Tenant of
the indemnity  agreements set forth in Article 11 of this Lease, (and with owned
and non-owned  automobile  liability coverage,  and liquor liability coverage in
the event alcoholic  beverages are served on the Leased  Premises) for limits of
liability not less than:

Bodily Injury and                                  $3,000,000 each occurrence
Property Damage Liability                          $3,000,000 annual aggregate

Personal Injury Liability                          $3,000,000 each occurrence
                                                   $3,000,000 annual aggregate
                                                   0% Insured's participation

              10.2.2.   Physical  Damage  Insurance   covering  (i)  all  office
furniture, trade fixtures, office equipment,  merchandise and all other items of
Tenant's property on the Leased Premises installed by, for, or at the expense of
Tenant,  (ii) the Tenant  Improvements,  including any Tenant Improvements which
Landlord  permits to be  installed  above the ceiling of the Leased  Premises or
below  the floor of the  Leased  Premises,  and  (iii)  all other  improvements,
alterations and additions to the Leased  Premises,  including any  improvements,
alterations or additions  installed at Tenant's request above the ceiling of the
Leased Premises or below the floor of the Leased Premises.  Such insurance shall

<PAGE>

be written on an "all  risks" of  physical  loss or damage  basis,  for the full
replacement  cost value new without  deduction for  depreciation  of the covered
items and in  amounts  that meet any  co-insurance  clauses of the  policies  of
insurance  and shall include a vandalism  and  malicious  mischief  endorsement,
sprinkler leakage coverage and earthquake sprinkler leakage coverage.

              10.2.3. Workers' compensation insurance as required by law.

              10.2.4.  Loss-of-income,  business  interruption and extra-expense
insurance in such amounts as will reimburse  Tenant for direct and indirect loss
of  earnings  attributable  to all perils  commonly  insured  against by prudent
tenants or  attributable  to prevention of loss of access to the Leased Premises
or to the Building as a result of such perils.

              10.2.5.  Form of  Policies.  The  minimum  limits of  policies  of
insurance  required  of Tenant  under  this  Lease  shall in no event  limit the
liability of Tenant under this Lease.  Such insurance  shall: (i) name Landlord,
Landlord's lenders,  the lessors of a ground or underlying lease with respect to
the Real Property and any other party  Landlord so  specifies,  as an additional
insured;  (ii)  specifically  cover the  liability  assumed by Tenant under this
Lease,  including,  but not limited to, Tenant's obligations under Article 11 of
this Lease;  (iii) be issued by an insurance company having a rating of not less
than A-X in Best's Insurance Guide or which is otherwise  acceptable to Landlord
and licensed to do business in the state in which the Real  Property is located;
(iv) be primary  insurance  as to all claims  thereunder  and  provide  that any
insurance  carried  by  Landlord  is  excess  and is  non-contributing  with any
insurance  requirement of Tenant;  (v) provide that said insurance  shall not be
canceled or coverage changed unless thirty (30) days' prior written notice shall
have been given to Landlord and any mortgagee or ground or underlying  lessor of
Landlord; (vi) contain a cross-liability endorsement or severability of interest
clause acceptable to Landlord;  and (vii) with respect to the insurance required
in Sections 10.2.1, 10.2.2, 10.2.4 and 10.2.5 above, have deductible amounts not
exceeding   $5,000.00.   Tenant  shall   deliver  said  policy  or  policies  or
certificates thereof to Landlord on or before the Lease Commencement Date and at
least thirty (30) days before the expiration dates thereof. If Tenant shall fail
to procure such insurance,  or to deliver such policies or  certificate,  within
such time periods,  Landlord may, at its option, in addition to all of its other
rights and remedies under this Lease,  and without regard to any notice and cure
periods set forth in Section  16.1,  procure  such  policies  for the account of
Tenant, and the cost thereof shall be paid to Landlord as Additional Rent within
ten (10) days after delivery of bills therefor.

              10.3.  Subrogation.  Landlord  and  Tenant  agree  to  have  their
respective  insurance  companies  issuing  property  damage  insurance waive any
rights of subrogation  that such companies may have against  Landlord or Tenant,
as the case may be.  Landlord and Tenant  hereby waive any right that either may
have  against  the other on  account  of any loss or damage to their  respective
property  to the  extent  such loss or damage is  insurable  under  policies  of
insurance for fire and all risk  coverage,  theft,  public  liability,  or other
similar insurance.

              10.4.  Additional  Insurance  Obligations.  Tenant shall carry and
maintain  during the entire  Lease  Term,  at  Tenant's  sole cost and  expense,
increased amounts of the insurance  required to be carried by Tenant pursuant to
this Article 10, and such other  reasonable  types of insurance  coverage and in
such reasonable  amounts  covering the Leased  Premises and Tenant's  operations
therein, as may be reasonably requested by Landlord.

              11. INDEMNITY.
              --------------

              11.1. Indemnification of Landlord. Tenant shall indemnify and hold
Landlord  harmless  from and  against  any and all  losses,  claims and  damages
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 shall  further  indemnify  and hold  Landlord
harmless from and against any and all claims  arising from any breach or default
in the  performance of any obligation on Tenant's part to be performed under the
terms of this Lease,  or arising from any act or  negligence of Tenant or any of
its agents, contractors or employees, and from and against all costs, attorney's
fees, expenses and liabilities incurred in or about any such claim or any action
or proceeding  brought thereon;  and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord,
shall defend the same at Tenant's expense by counsel reasonably  satisfactory to
Landlord.  Tenant, as a material part of the  consideration to Landlord,  hereby
assumes  all risks of damage to  property or injury to persons in, upon or about
the Leased Premises;  provided,  however,  that the foregoing assumption of risk
shall not apply to damage or  injury to the  extent  resulting  from  Landlord's
negligence  or willful  misconduct  and not insured or required to be insured by
Tenant hereunder.

              11.2.  Limitation of Liability.  Landlord  shall not be liable for
injury or damage which may be sustained by the person, goods, wares, merchandise
or property of Tenant, its employees, invitees or customers, or any other person
in or about  the  Leased  Premises  caused by or  resulting  from  fire,  steam,
electricity,  gas or water,  which may leak or flow from or into any part of the
Leased Premises, or from breakage, leakage,  obstruction or other defects of the
pipes,  sprinklers,  wires,  appliances,  plumbing, air conditioning or lighting
fixtures of the same,  whether the said damage or injury results from conditions
arising upon the Leased Premises or upon other portions of the Building of which
the Leased Premises are a part, or from other sources;  provided,  however, that
the foregoing  limitation on Landlord's  liability  shall not apply to injury or
damage to the extent resulting from Landlord's  negligence or willful misconduct
and not insured or required to be insured by Tenant  hereunder.  Landlord  shall
not be liable  for any  damages  arising  from any act or  neglect  of any other
tenant of the Building.  In no event shall Landlord be liable for  consequential
damages.

        12.   DAMAGE, DESTRUCTION AND BUSINESS INTERRUPTION.
        ----------------------------------------------------

              12.1.  Repair of Damage to Leased  Premises  by  Landlord.  Tenant
shall promptly notify  Landlord of any damage to the Leased  Premises  resulting
from fire or any other  casualty.  If the Leased Premises or any Common Areas of
the Building serving or providing access to the Leased Premises shall be damaged
by fire or other casualty,  Landlord shall promptly and  diligently,  subject to

<PAGE>

reasonable  delays for insurance  adjustment or other matters beyond  Landlord's
reasonable  control,  and subject to all other terms of this Article 12, restore
the  structural  components of the Leased  Premises and such Common Areas.  Such
restoration  shall be to  substantially  the same  condition  of the  structural
components of the Leased Premises and Common Areas prior to the casualty, except
for modifications required by zoning and building codes and other laws or by the
holder of a mortgage on the  Building,  or the lessor of a ground or  underlying
lease  with  respect to the Real  Property  and/or  the  Building,  or any other
modifications to the Common Areas deemed desirable by Landlord,  provided access
to the Leased  Premises  and any common  restrooms  serving the Leased  Premises
shall not be materially  impaired.  Notwithstanding  any other provision of this
Lease,  upon the occurrence of any damage to the Leased  Premises,  Tenant shall
assign to  Landlord  (or to any party  designated  by  Landlord)  all  insurance
proceeds payable to Tenant under Tenant's  insurance required under Section 10.2
above  pertaining  to all  tenant  improvements  and  alterations  in the Leased
Premises (but not Tenant's  personal  property),  and Landlord  shall repair any
injury or damage to the tenant  improvements  and  alterations  installed in the
Leased  Premises and shall return such tenant  improvements  and  alterations to
their  original  condition;  provided  that if the cost of such  repair  of such
tenant  improvements and alterations by Landlord exceeds the amount of insurance
proceeds  therefor  received by Landlord from Landlord's  insurance  obtained as
part of Operating Expenses and from Tenant's  insurance carrier,  as assigned by
Tenant,  the cost of such repairs  shall be paid by Tenant to Landlord  prior to
Landlord's   repair  of  the  damage.   In  connection  with  such  repairs  and
replacements, Tenant shall, prior to the commencement of construction, submit to
Landlord,  for Landlord's  review and approval,  all plans,  specifications  and
working drawings relating thereto,  and Landlord shall select the contractors to
perform  such   improvement   work.   Landlord  shall  not  be  liable  for  any
inconvenience  or  annoyance  to Tenant or its  visitors,  or injury to Tenant's
business  resulting in any way from such damage or the repair thereof;  provided
however,  that if such fire or other  casualty  shall  have  damaged  the Leased
Premises or Common Areas necessary to Tenant's occupancy,  and if such damage is
not the result of the  negligence  or willful  misconduct  of Tenant or Tenant's
employees,  contractors,  licensees, or invitees,  Landlord shall allow Tenant a
proportionate  abatement  of Base  Rent  and  Tenant's  proportionate  share  of
Operating  Expenses to the extent  Landlord is  reimbursed  from the proceeds of
rental  interruption  insurance  purchased  by  Landlord  as part  of  Operating
Expenses,  during the time and to the extent the Leased  Premises  are unfit for
occupancy for the purposes permitted under this Lease, and not occupied and used
by Tenant as a result thereof.

              12.2.  Landlord's  Option to Repair.  Within sixty (60) days after
Landlord  becomes aware of such damage,  Landlord shall notify Tenant in writing
("Landlord's  Damage  Notice") of the estimated  time, in Landlord's  reasonable
judgment,  required to  substantially  complete  the repairs of such damage (the
"Estimated  Repair Period").  Notwithstanding  the terms of Section 12.1 of this
Lease,  Landlord  may elect not to rebuild  and/or  restore the Leased  Premises
and/or Building and instead  terminate this Lease by notifying Tenant in writing
of such termination  within sixty (60) days after Landlord becomes aware of such
damage,  such notice to include a  termination  date giving  Tenant up to ninety
(90) days to vacate the Leased  Premises,  but Landlord may so elect only if the
Building shall be damaged by fire or other casualty or cause, whether or not the
Leased  Premises are affected,  and one or more of the  following  conditions is
present:  (i) repairs cannot  reasonably be completed  within one hundred eighty
(180) days of the date of damage (when such repairs are made without the payment
of overtime or other premiums);  (ii) the holder of any mortgage on the Building
or ground or  underlying  lessor with  respect to the Real  Property  and/or the
Building  shall  require that the insurance  proceeds or any portion  thereof be
used to retire the mortgage  debt,  or shall  terminate the ground or underlying
lease,  as the  case  may be;  or (iii)  the  damage  is not  fully  covered  by
Landlord's insurance policies;  provided, however, that (A) if Landlord does not
elect to  terminate  this Lease  pursuant  to  Landlord's  termination  right as
provided  above,  (B) the damage  constitutes  a Tenant Damage Event (as defined
below),  and (C) the repair of such damage cannot, in the reasonable  opinion of
Landlord,  as set forth in Landlord's  Damage  Notice,  be completed  within one
hundred eighty (180) days after the date of the damage, then Tenant may elect to
terminate this Lease by delivering  written  notice  thereof to Landlord  within
fifteen (15) days after  Tenant's  receipt of Landlord's  Damage  Notice,  which
termination shall be effective as of the date of Tenant's termination notice. As
used herein, a "Tenant Damage Event" shall mean damage to all or any part of the
Leased  Premises or any common  areas of the  Building  providing  access to the
Leased Premises by fire or other casualty, which damage is not the result of the
negligence or willful misconduct of Tenant or any of Tenant's employees, agents,
contractors  or  licensees,  and  which  damage  substantially  interferes  with
Tenant's use of or access to the Leased  Premises and would entitle Tenant to an
abatement of Rent pursuant to Section 12.1 above. In addition, in the event that
the Leased  Premises or the Building is destroyed or damaged to any  substantial
extent   during  the  last  twelve   (12)   months  of  the  Lease  Term,   then
notwithstanding  anything  contained in this Article 12, Landlord shall have the
option to terminate  this Lease,  and to the extent such  destruction  or damage
constitutes a Tenant Damage Event and the repair of same is reasonably  expected
by Landlord to require more than sixty (60) days to complete,  Tenant shall have
the option to terminate this Lease, by giving written  termination notice to the
other party of the  exercise of such  option  within  thirty (30) days after the
date of such  damage or  destruction.  Upon any such  termination  of this Lease
pursuant to this Section  12.2,  Tenant  shall pay the Base Rent and  additional
rent,  properly  apportioned up to such date of termination  (but subject to any
abatement  as provided in Section 12.1  above),  and both  parties  hereto shall
thereafter be freed and discharged of all further obligations hereunder,  except
as provided  for in  provisions  of this Lease which by their terms  survive the
expiration or earlier termination of the Lease Term.

              12.3.  Waiver of  Statutory  Provisions.  The  provisions  of this
Lease,  including  this  Article 12,  constitute  an express  agreement  between
Landlord  and Tenant with respect to any and all damage to, or  destruction  of,
all or any part of the Leased Premises, the Building or any other portion of the
Real Property,  and any statute or regulation of the state in which the Building
is  located,  with  respect to any rights or  obligations  concerning  damage or
destruction in the absence of an express agreement between the parties,  and any
other  statute  or  regulation,  now or  hereafter  in  effect,  shall  have  no
application to this Lease or any damage or destruction to all or any part of the
Leased Premises, the Building or any other portion of the Real Property.

              12.4.  Tenant's  Responsibilities.  There shall be no abatement of
rent (except as expressly  provided  above in Section  12.1) and no liability of

<PAGE>

Landlord by reason of any injury to or  interference  with Tenant's  business or
property arising from the making of any repairs,  alterations or improvements in
or to any portion of the  Building or the Leased  Premises or in or to fixtures,
appurtenances and equipment therein.  Tenant understands Landlord will not carry
insurance  of any kind on Tenant's  furniture,  furnishings  and other  personal
property,  and Landlord  shall not be obligated to repair any damage  thereto or
replace the same. All such property shall be kept,  stored and maintained at the
sole risk of Tenant.

        13.   TENANT TAXES.
        ------------------

              13.1.  Personal Property.  Tenant shall pay, prior to delinquency,
all taxes,  assessments,  license fees and public  charges  levied,  assessed or
imposed upon or measured by the value of Tenant's business operation, and/or the
cost or value of any furniture,  fixtures, equipment and other personal property
of Tenant at any time  situated  upon or in the Leased  Premises.  Tenant  shall
cause all such personal  property to be assessed and billed  separately from the
real property of Landlord.

              13.2.  Other Taxes for Which  Tenant Is Directly  Responsible.  In
addition,  Tenant shall reimburse  Landlord upon demand for any and all taxes or
assessments required to be paid by Landlord,  excluding state, local and federal
personal or corporate  income taxes  measured by the net income of Landlord from
all sources and estate and  inheritance  taxes,  whether or not now customary or
within the  contemplation of the parties hereto,  when:

              13.2.1.  Said taxes are  measured  by or  reasonably  attributable
to the cost or  value of any  leasehold  improvements  made in or to the  Leased
Premises  by or for  Tenant,  to the extent the cost or value of such  leasehold
improvements  exceeds  the cost or value of a  building  standard  build-out  as
determined by Landlord regardless of whether title to such improvements shall be
vested in Tenant or Landlord;

              13.2.2.  Said  taxes  are  assessed  upon or with  respect  to the
possession, leasing, operation, management, maintenance, alteration, repair, use
or  occupancy  by Tenant  of the  Leased  Premises  or any  portion  of the Real
Property;

              13.2.3.  Said  taxes are  assessed  upon this  transaction  or any
document to which Tenant is a party creating or  transferring  an interest or an
estate in the Leased Premises; or

              13.2.4.  Said  assessments  are levied or  assessed  upon the Real
Property  or any  part  thereof  or upon  Landlord  and/or  by any  governmental
authority or entity, and relate to the construction, operation, management, use,
alteration or repair of mass transit improvements.

              13.3.  Increase in Taxes. If at any time during the Lease Term any
of Tenant's  property is  assessed as a part of the Leased  Premises,  or if the
assessed value of Landlord's property is increased by the inclusion therein of a
value placed on Tenant's property or other  improvements made by Tenant,  Tenant
shall pay to Landlord upon demand,  as additional  rent,  the amount of any such
additional  taxes as may be levied  against  the  Building  or Real  Property by
reason thereof.

        14.   COMMON AREAS.
        ------------------

              14.1.  Definition.  The term  "Common  Areas"  means all areas and
facilities  outside the Leased  Premises  provided and designated for the common
use  and  convenience  of  Tenant  and  other  tenants  of the  Building,  their
respective officers,  agents,  employees,  customers and invitees.  Common Areas
include,  but are not  limited to,  corridors,  lobbies,  pedestrian  sidewalks,
stairways,  landscaped areas,  restrooms on multi-tenant  floors,  elevators and
shipping and receiving areas of the Building.

              14.2. Maintenance. Landlord agrees to maintain, operate and repair
(or cause others to do so) all Common Areas consistent with the character of the
Building as a first-class  office building and to keep same in clean and sightly
condition  during the Lease Term.  The manner in which such areas and facilities
shall be maintained and the expenditures  therefor shall be at the discretion of
Landlord and as to all such Common Areas  Landlord shall have the right to adopt
and  promulgate  reasonable  rules and  regulations  from time to time generally
applicable  to tenants and  occupants of the Building  and their  employees  and
business  invitees.  For the purpose of maintenance  and repair,  or to avoid an
involuntary taking, Landlord may temporarily close portions of the Common Areas,
and such actions shall not be deemed an eviction of Tenant or a  disturbance  of
Tenant's use of the Leased Premises.

              14.3. Tenant's Rights and Obligations.  Landlord grants to Tenant,
during the Lease  Term,  the  license to use,  for the benefit of Tenant and its
officers,  agents,  employees,  customers  and  invitees,  in common with others
entitled to such use, the Common Areas as they from time to time exist,  subject
to the rights and privileges of Landlord  herein  reserved.  Tenant shall not at
any time  interfere  with the rights of Landlord and others  entitled to use any
part of the Common Areas, and shall not store,  permanently or temporarily,  any
materials, supplies or equipment in the Common Areas.

              14.4. Changes to Common Area. Landlord shall have the right at any
time during the Lease Term to change, alter, remodel,  reduce, expand or improve
the  Common  Areas,  elevators,  drains,  pipes,  heating  and air  conditioning
apparatus or any other part of the Building, except the Leased Premises, without
compensation to Tenant.  For such purposes,  Landlord or its agents or employees
may,  if  necessary,  enter,  pass  through  and work upon the Leased  Premises;
provided  Landlord  shall  carry out such work  diligently  and  reasonably  and
provide  Tenant with at least 24 hours'  prior notice of any such entry into the
Leased Premises (except no such notice shall be required in cases of emergency).
If there is a change in the area of the  Common  Areas as a result of any of the

<PAGE>

foregoing,  Landlord  shall cause  adjustments  in the  computation of Operating
Expenses as shall be necessary to provide for any such changes.

        15.   ASSIGNMENT AND SUBLETTING.
        --------------------------------

              15.1. Transfers.  Subject to Section 15.7 below, Tenant shall not,
without the prior written  consent of Landlord,  voluntarily  or by operation of
law, assign,  sublet,  encumber or transfer all or any part of Tenant's interest
in this  Lease or in the  Leased  Premises  or  permit  any  part of the  Leased
Premises to be used or occupied by any person other than Tenant,  its employees,
customers and others  having  lawful  business with Tenant (all of the foregoing
are hereinafter sometimes referred to collectively as "Transfers" and any person
or entity  to whom any  Transfer  is made or  sought  to be made is  hereinafter
sometimes  referred to as a  "Transferee").  If Tenant shall  desire  Landlord's
consent to any Transfer,  Tenant shall notify Landlord in writing,  which notice
(the  "Transfer  Notice")  shall include (i) the proposed  effective date of the
Transfer,  which shall not be less than  forty-five  (45) days nor more than one
hundred  eighty  (180) days after the date of delivery of the  Transfer  Notice,
(ii) a description of the portion of the Leased Premises to be transferred  (the
"Subject  Space"),  (iii)  all of the  terms of the  proposed  Transfer  and the
consideration  thereof,  including a calculation of the "Profit Rental," as that
term is defined in Section 15.4 below,  in connection  with such  Transfer,  the
name  and  address  of  the  proposed  Transferee,  and a copy  of all  existing
operative  documents to be executed to evidence such Transfer or the  agreements
incidental or related to such Transfer,  and (iv) current  financial  statements
pertaining to the proposed Transferee certified by an officer,  partner or owner
thereof,  and any other  information  required  by  Landlord,  which will enable
Landlord to determine the financial responsibility, character, and reputation of
the proposed Transferee,  nature of such Transferee's  business and proposed use
of the Subject  Space,  and such other  information  as Landlord may  reasonably
require.  Each time Tenant requests  Landlord's  consent to a proposed Transfer,
whether or not  Landlord  shall  grant  consent,  within  thirty (30) days after
written request by Landlord,  as Additional Rent hereunder,  Tenant shall pay to
Landlord Five Hundred  Dollars  ($500.00) for  Landlord's  review and processing
fees, and, in addition, Tenant shall reimburse Landlord for any reasonable legal
fees incurred by Landlord in connection  with Tenant's  proposed  Transfer.  Any
attempted  Transfer made without  Landlord's  prior consent shall be wholly void
and shall constitute a breach of this Lease.

              15.2. Landlord's Consent. Landlord shall not unreasonably withhold
its consent to any proposed  Transfer of the Subject Space to the  Transferee on
the terms  specified in the Transfer  Notice.  The parties  hereby agree that it
shall be reasonable  under this Lease and under any  applicable law for Landlord
to withhold consent to any proposed  Transfer where one or more of the following
apply,  without  limitation  as to  other  reasonable  grounds  for  withholding
consent:

              (i) The  Transferee  is of a character or reputation or engaged in
business which is not consistent with the quality of the Building;

              (ii) The Transferee  intends to use the Subject Space for purposes
which are not permitted under this Lease;

              (iii)  The   Transferee  is  either  a   governmental   agency  or
instrumentality thereof;

              (iv) The Transfer  will result in more than a reasonable  and safe
number of occupants per floor within the Subject Space;

              (v) The  Transferee is not a party of reasonable  financial  worth
and/or financial stability in light of the  responsibilities  involved under the
Lease on the date consent is requested;

              (vi) The proposed Transfer would cause Landlord to be in violation
of another  lease or  agreement to which  Landlord is a party,  or would give an
occupant of the Building a right to cancel its lease;

              (vii) The terms of the proposed Transfer will allow the Transferee
to exercise a right of renewal,  right of  expansion,  right of first offer,  or
other similar right held by Tenant (or will allow the Transferee to occupy space
leased by Tenant pursuant to any such right); or

              (viii)  Either the  proposed  Transferee,  or any person or entity
which  directly or  indirectly,  controls,  is controlled by, or is under common
control with, the proposed Transferee, (A) occupies space in the Building at the
time of the request for consent (B) is negotiating  with Landlord to lease space
in the Building at such time, or (C) has  negotiated  with  Landlord  during the
twelve (12)-month period immediately preceding the Transfer Notice.

              If Landlord consents to any Transfer pursuant to the terms of this
Section 15.2, Tenant may within six (6) months after Landlord's consent, but not
later than the expiration of said six-month period,  enter into such Transfer of
the Leased Premises or portion thereof,  upon  substantially  the same terms and
conditions  as are set  forth in the  Transfer  Notice  furnished  by  Tenant to
Landlord pursuant to Section 15.1 of this Lease,  provided that if there are any
changes in the terms and conditions  from those specified in the Transfer Notice
(A) such that Landlord would  initially have been entitled to refuse its consent
to such Transfer  under this Section 15.2, or (B) which would cause the proposed
Transfer  to be more  favorable  to the  Transferee  than the terms set forth in
Tenant's  original  Transfer  Notice,  Tenant shall again submit the Transfer to
Landlord for its approval and other action under this Article 15.

        15.3.    Intentionally Deleted.
        ------------------------------


<PAGE>

              15.4. Limitation on Profit Rental. In the event Tenant enters into
a Transfer,  Tenant  shall pay to  Landlord  fifty  percent  (50%) of the Profit
Rental, if any, received from the Transferee, as it is received. "Profit Rental"
shall be  calculated  by deducting  from the amount  received by Tenant from the
Transferee  on account of the  Transfer,  the sum of (i) the amounts  payable to
Landlord by Tenant  pursuant to this Lease for the Subject  Space which has been
Transferred ,and (ii) the reasonable, actual and out-of-pocket expenses incurred
by Tenant  for (A) any  changes,  alterations  and  improvements  to the  Leased
Premises in  connection  with the Transfer  (and any  planning  and  improvement
allowances  provided by Tenant to the Transferee in connection  therewith),  and
(B)  attorneys'  fees,   brokerage   commissions  and  advertising  expenses  in
connection with the Transfer.

              15.5. Continuing  Obligations.  No Transfer,  even with Landlord's
consent,  shall relieve Tenant of its obligations to pay the Rent and to perform
all of the other  obligations  to be performed  by Tenant under this Lease.  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
subsequent Transfer.

              15.6.  Corporations  and  Partnerships.  Subject to  Section  15.7
below,  a sale  by  Tenant  of  all or  substantially  all of its  assets  shall
constitute a Transfer for purposes of this Lease. Subject to Section 15.7 below,
if Tenant is a  corporation,  then any  assignment  or transfer of this Lease by
merger,  consolidation or liquidation, or any change in ownership of or power to
vote  of a  majority  of its  outstanding  voting  stock  shall,  in  Landlord's
reasonable discretion, constitute a Transfer for purposes of this Lease. Subject
to  Section  15.7  below,  if Tenant is a  partnership,  then any  change in the
identity of the general partners having an aggregate interest in the partnership
exceeding  fifty  percent  (50%) shall,  in  Landlord's  reasonable  discretion,
constitute a Transfer for purposes of this Lease.

              15.7. Affiliated Companies/Restructuring of Business Organization.
The  assignment  or  subletting by Tenant of all or any portion of this Lease or
the Leased Premises to (i) a parent or subsidiary of Tenant,  or (ii) any person
or entity which controls,  is controlled by or under common control with Tenant,
or (iii) any entity which  purchases all or  substantially  all of the assets of
Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such
persons or  entities  described  in (i),  (ii),  (iii) and (iv) being  sometimes
hereinafter  referred to as  "Affiliates")  shall not be deemed a Transfer under
this Article 15, provided that:

              15.7.1. Any such Affiliate was not formed as a subterfuge to avoid
the obligations of this Article 15;

              15.7.2.  Tenant gives Landlord prior notice of any such assignment
or sublease to an Affiliate;

              15.7.3.  Any such  Affiliate  has, as of the effective date of any
such assignment or sublease,  a tangible net worth,  computed in accordance with
generally accepted  accounting  principles (but excluding goodwill as an asset),
which is equal to or greater  than  Tenant as of the date of  execution  of this
Lease and  sufficient to meet the  obligations of Tenant under the assignment or
sublease;

              15.7.4. Any such assignment or sublease shall be subject to all of
the terms and  provisions of this Lease,  and such  assignee or sublessee  shall
assume, in a written document reasonably  satisfactory to Landlord and delivered
to Landlord upon or prior to the effective date of such  assignment or sublease,
all the obligations of Tenant under this Lease; and

              15.7.5. Tenant and any guarantor shall remain fully liable for all
obligations to be performed by Tenant under this Lease.

        16.   TENANT'S DEFAULT.
        -----------------------

              16.1.  Definition.  The  occurrence of any of the following  shall
constitute a default and breach of this Lease by Tenant:

              16.1.1.  Any  failure  by  Tenant  to pay when due any Rent or any
other monetary sums required to be paid thereunder.

              16.1.2. The abandonment or vacation of the Leased Premises.

              16.1.3. Any failure by Tenant to observe or perform any provision,
covenant, or condition set forth in Articles 5 or 15 hereof.

              16.1.4.  Any  failure by Tenant to observe  and  perform any other
provisions  of this Lease to be observed or performed by Tenant  within  fifteen
(15) days after notice  thereof has been  provided to Tenant by Landlord,  or if
performance  is not  possible  within  said  period,  any  failure  of Tenant to
commence  performance  within  said  period  and to  diligently  prosecute  such
performance to completion.

              16.1.5.  Intentionally  creating  or  permitting  to be  created a
nuisance  which shall not be abated  within five (5) days after  written  notice
thereof from Landlord.

              16.1.6. If Tenant, or any guarantor of Tenant's  obligations under
this Lease ("Guarantor"),  admits in writing that it cannot meet its obligations
as they become due; or is declared insolvent according to any law; or assignment
of Tenant's or Guarantor's  property is made for the benefit of creditors;  or a
receiver or trustee is appointed for Tenant or Guarantor or its property; or the
interest of Tenant or Guarantor under this Lease is levied on under execution or
other legal process;  or any petition is filed by or against Tenant or Guarantor
to declare  Tenant  bankrupt  or to delay,  reduce or modify  Tenant's  debts or
obligations;  or any petition is filed or other action  taken to  reorganize  or

<PAGE>

modify Tenant's or Guarantor's  capital  structure,  if Tenant or Guarantor is a
corporation or other entity; any such levy, execution, legal process or petition
filed against  Tenant or Guarantor  shall not  constitute a breach of this Lease
provided  Tenant or Guarantor shall  vigorously  contest the same by appropriate
proceedings  and shall remove or vacate the same within sixty (60) days from the
date of its creation, service or filing.

              16.1.7.  The taking of this  Lease or  Tenant's  interest  therein
under writ of execution.

              16.2.  Interest on Unpaid Sums. If any Rent, or any other monetary
sum required to be paid thereunder by Tenant to Landlord,  is not paid when due,
such sum shall  accrue  interest  from the date due until  received  at the rate
which is the lower of (i) the Interest  Rate set forth in Section  6.2.3.4 above
or (ii) the highest rate permitted by applicable law.

              16.3.  Remedies.  In the  event of any such  default  or breach by
Tenant,  Landlord may at any time thereafter,  without limiting  Landlord in the
exercise of any other right or remedy which Landlord may have:

              16.3.1.  Without  terminating  this Lease,  reenter and attempt to
relet or take  possession  pursuant to legal  proceedings and remove all persons
and property from the Leased Premises. In such event, Landlord may, from time to
time,  make such  alterations  and repairs as may be necessary in order to relet
the Leased Premises or any part thereof for such term or terms (which may be for
a term  extending  beyond the Lease Term) and at such rental or rentals and upon
such other terms and conditions as Landlord,  in its sole  discretion,  may deem
advisable.  Upon each such reletting, all rentals received by Landlord from such
reletting  shall be applied:  first, to the payment of any costs and expenses of
such reletting,  including  brokerage fees and attorney's fees;  second,  to the
payment  of any  indebtedness  other  than Rent due  thereunder  from  Tenant to
Landlord;  third,  to the  payment  of Rent due and unpaid  thereunder;  and the
residue, if any, shall be held by Landlord and applied to payment of future rent
as the same may become due and payable thereunder. If such rentals received from
such  reletting  during any month be less than that to be paid during that month
by Tenant  thereunder,  Tenant shall pay any such  deficiency to Landlord.  Such
deficiency  shall be calculated  and paid  monthly.  In no event shall Tenant be
entitled to any excess of any rental  obtained by  reletting  over and above the
Rent herein  reserved.  Actions to collect  amounts due by Tenant to Landlord as
provided  in this  Section  may be  brought  from  time to time,  on one or more
occasions,  without the necessity of Landlord's  waiting until expiration of the
Lease  Term.  No such  reentry or taking  possession  of the Leased  Premises by
Landlord in accordance  with this Lease shall be construed as an election on its
part to  terminate  this  Lease  unless a notice of such  intention  be given to
Tenant or unless the  termination  thereof  be  decreed by a court of  competent
jurisdiction.  Notwithstanding any such reletting without termination,  Landlord
may at any time  thereafter  elect in writing to  terminate  this Lease for such
previous  breach.  No such alteration of locks or other security  devices and no
removal or other  exercise of dominion by  Landlord  over  Tenant's  Property or
others at the Leased  Premises  shall be deemed  unauthorized  or  constitute  a
conversion  of the  Leased  Premises  or  the  property  of  Tenant  therein  or
termination of the Lease, Tenant hereby consenting, after any Tenant default, to
the  aforesaid  exercise of dominion over  Tenant's  property  within the Leased
Premises.  All claims for damages by reason of such reentry and/or  repossession
and/or  alteration of locks or other security devices are hereby waived,  as are
all claims for  damages by reason of any  distress  warrant,  forcible  detainer
proceedings,  sequestration  proceedings or other legal  process.  Tenant agrees
that any  reentry by Landlord  may be pursuant to judgment  obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal  proceedings to the extent  permitted by applicable  laws, as Landlord may
elect, and Landlord shall not be liable in trespass or otherwise.

              16.3.2.  [Intentionally Deleted].

              16.3.3. Terminate this Lease and Tenant's right to possession,  in
which case Tenant shall  immediately  surrender  possession.  In addition to any
other  remedies which Landlord may have, it shall have the right to recover from
Tenant (a) the amount equal to any unpaid rent which has been earned at the time
of such termination; (b) as liquidated damages for loss of bargain, and not as a
penalty,  an amount equal to the excess, if any, of the aggregate amount of Rent
and other charges which are Tenant's  obligation to pay under this Lease for the
remainder of the stated term over the  aggregate of the then  reasonable  rental
value of the Leased Premises under a lease  substantially  similar to this Lease
for the  remainder of the stated term,  all of which amounts shall be discounted
to present value at the passbook  savings rate of U.S. Bank, a national  banking
association,  or its successor,  then in effect and shall be immediately due and
payable;  and (c) all other  damages and expenses  which  Landlord has sustained
because of Tenant's default,  including reasonable  attorney's fees, the cost of
recovering the Leased Premises,  brokerage  commissions and advertising expenses
incurred,  and expenses of remodeling the Leased Premises or any portion thereof
for a new  tenant,  whether  for the  same or a  different  use and any  special
concessions made to obtain a new tenant.

              16.3.4.  If Tenant  should  fail to make any  payment  or cure any
default  hereunder  within the time herein  permitted,  Landlord,  without being
under any obligation to do so and without thereby waiving such default, may make
such  payment  and/or  remedy such other  default for the account of Tenant (and
enter the Leased  Premises  for such  purpose),  and  thereupon  Tenant shall be
obligated  to, and hereby  agrees,  to pay  Landlord,  upon  demand,  all costs,
expenses and disbursements  (including  reasonable  attorneys' fees) incurred by
Landlord in taking such remedial action as additional rent.

              16.3.5.  No receipt of money by  Landlord  from  Tenant  after the
termination of this Lease as herein provided shall reinstate, continue or extend
the Lease Term or operate as a waiver of the right of  Landlord  to enforce  the
payment of Rent or other money when due by Tenant, or operate as a waiver of the
right of Landlord to recover possession of the Leased Premises by proper remedy.

<PAGE>


              16.3.6. In addition to any other remedies Landlord may have at law
or equity and/or under this Lease,  Tenant shall pay upon demand all  Landlord's
costs,  charges  and  expenses,  including  fees of  counsel,  agents and others
retained by Landlord,  whether or not suit is filed, incurred in connection with
the recovery  under this Lease or for any other relief  against  Tenant.  In the
event  Landlord or Tenant shall bring any action  against the other,  the losing
party  shall pay the  successful  party's  reasonable  attorneys  fees and court
costs.

              16.3.7.  All covenants  and  agreements to be kept or performed by
Tenant under this Lease shall be  performed by Tenant at Tenant's  sole cost and
expense and without any  reduction of Rent.  If Tenant shall fail to perform any
of its  obligations  under  this  Lease,  within a  reasonable  time  after such
performance is required by the terms of this Lease,  Landlord may, but shall not
be obligated to, after reasonable prior notice to Tenant,  make any such payment
or perform any such act on Tenant's  part  without  waiving its right based upon
any  default  of  Tenant  and  without  releasing  Tenant  from any  obligations
hereunder.

              16.3.8.  Except as may be specifically provided to the contrary in
this  Lease,  Tenant  shall pay to  Landlord,  within  fifteen  (15) days  after
delivery  by  Landlord  to  Tenant of  statements  therefor:  (i) sums  equal to
expenditures  reasonably made and obligations incurred by Landlord in connection
with the remedying by Landlord of Tenant's  defaults  pursuant to the provisions
of this Section 16; (ii) sums equal to all losses, costs,  liabilities,  damages
and  expenses  referred to in Article 10 of this Lease;  and (iii) sums equal to
all  expenditures  made and  obligations  incurred by Landlord in  collecting or
attempting  to collect the Rent or in  enforcing  or  attempting  to enforce any
rights of  Landlord  under this Lease or  pursuant  to law,  including,  without
limitation,  all legal fees and other amounts so expended.  Tenant's obligations
under this Section 16.3.7 shall survive the expiration or sooner  termination of
the Lease Term.

              16.4.  Late Charges.  Tenant hereby  acknowledges  late payment by
Tenant to Landlord of Rent and other sums due thereunder  will cause Landlord to
incur costs not  contemplated  by this Lease,  the exact amount of which will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges  and late  charges  which may be imposed on
Landlord  by the  terms  of any  mortgage  or trust  deed  covering  the  Leased
Premises. Accordingly, if any Rent or any other sum due from Tenant shall not be
received  by Landlord  or  Landlord's  designee  when due,  Tenant  shall pay to
Landlord a late charge equal to five percent  (5%) of such overdue  amount.  The
parties hereby agree such late charge represents a fair and reasonable  estimate
of the cost Landlord will incur by reason of late payment by Tenant.  Acceptance
of such  late  charge  by  Landlord  shall in no event  constitute  a waiver  of
Tenant's  default with respect to such overdue amount nor prevent  Landlord from
exercising any of the other rights and remedies granted thereunder.

        17.   LANDLORD'S DEFAULT.
        -------------------------

              17.1.  Notice to Landlord.  Landlord  shall in no event be charged
with default in the performance of any of its obligations  hereunder  unless and
until Landlord shall have failed to perform such obligations  within thirty (30)
days (or within such  additional  time as is reasonably  required to correct any
such default)  after notice to Landlord by Tenant  properly  specifying  wherein
Landlord has failed to perform any such obligations.

              17.2.  Notice to  Mortgagee.  If the holder of record of the first
mortgage  covering the Leased  Premises  shall have given prior notice to Tenant
that it is the holder of the first mortgage and such notice includes the address
at which notices to such mortgagee are to be sent, then Tenant shall give to the
holder of record of such first mortgage  notice  simultaneously  with any notice
given to Landlord to correct  any default of Landlord as  hereinabove  provided.
The holder of record of such first mortgage shall have the right,  within thirty
(30) days after  receipt of said  notice (or within such  additional  time as is
reasonably  required  to  correct  any such  default  including  time to  obtain
possession of the Leased  Premises by  foreclosure or other means) before Tenant
may take any action  under this Lease by reason of such  default.  Any notice of
default given  Landlord  shall be null and void unless  simultaneous  notice has
been given to said first mortgagee.

              17.3.  Landlord's  Exculpation.  It is  expressly  understood  and
agreed  that  notwithstanding  anything  in  this  Lease  to the  contrary,  and
notwithstanding  any applicable  law to the contrary,  the liability of Landlord
(including any successor  Landlord) and any recourse by Tenant against  Landlord
shall be  limited  solely  and  exclusively  to an amount  which is equal to the
interest of Landlord in the Building and Real  Property,  and neither  Landlord,
nor any of  Landlord's  officers,  members  or  partners  nor  their  respective
officers,  agents,  directors  or employees  shall have any  personal  liability
therefor,  and  Tenant  hereby  expressly  waives  and  releases  such  personal
liability  on behalf of itself and all  persons  claiming  by,  through or under
Tenant.

        18.   CONDEMNATION.
        -------------------

              18.1.  Effect of Taking.  If the Leased  Premises  or any  portion
thereof are taken under the power of eminent  domain,  or sold by Landlord under
the threat of the exercise of said power (all of which is herein  referred to as
"condemnation"),  this Lease shall  terminate  as to the part so taken as of the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty-five  percent (25%) of the floor area of the Leased Premises
is taken by condemnation,  Tenant may, at its option, terminate this Lease as of
the date the condemning authority takes possession, by providing Landlord notice
in writing  of its intent to  terminate  not later than  twenty  (20) days after
Landlord  shall  have  notified  Tenant of the  taking.  Failure of Tenant to so
notify  Landlord shall  constitute  Tenant's  agreement to continue the Lease in
full force and effect as to the balance of the Leased Premises.

              18.2. Rent Reduction.  If the Lease is not fully  terminated after
any taking,  then it shall  remain in full force and effect as to the portion of
the Leased Premises  remaining;  provided the Rent payable  thereunder  shall be

<PAGE>

reduced on an equitable  basis,  taking into  account the relative  value of the
portion  taken as compared  to the portion  remaining.  Landlord  shall,  at its
expense,  restore the  remaining  portion to a complete unit of like quality and
character as existed prior to the condemnation.

              18.3.  Awards. All awards for the taking of any part of the Leased
Premises  under the power of eminent  domain  shall be the property of Landlord,
whether made as compensation for diminution of value of the leasehold or for the
taking of the fee;  provided  however,  that Tenant shall have the right to file
any  separate  claim  available  to Tenant for any taking of  Tenant's  personal
property  and  fixtures  belonging  to  Tenant  and  removable  by  Tenant  upon
expiration of the Lease Term pursuant to the terms of this Lease, and for moving
expenses, so long as such claim is payable separately to Tenant. Notwithstanding
anything in this Article 18 to the  contrary,  Landlord and Tenant shall each be
entitled to receive  fifty  percent  (50%) of the "bonus value" of the leasehold
estate  in  connection  therewith,  which  bonus  value  shall  be  equal to the
difference  between  the Rent  payable  under  this  Lease and the sum  actually
established and awarded for the leasehold estate by the condemning  authority as
the award for compensation. All Rent shall be apportioned as of the date of such
termination, or the date of such taking, whichever shall first occur.

        19.   SUBORDINATION.
        --------------------

              This Lease, at Landlord's option, shall be subject and subordinate
to the liens of any mortgages or deeds of trust and to any ground leases, in any
amount or amounts  whatsoever now or hereafter  placed on or against the land or
improvements,  or either thereof, of which the Leased Premises are a part, or on
or against Landlord's  interest or estate therein,  without the necessity of the
execution  and  delivery  of any  further  instruments  on the part of Tenant to
effectuate  such  subordination.  If any  mortgagee or trustee or ground  lessor
shall  elect to have this  Lease  prior to the lien of its  mortgage  or deed of
trust or ground  lease and shall give  written  notice  thereof to Tenant,  this
Lease shall be deemed prior to such  mortgage or deed of trust or ground  lease,
whether this Lease is dated prior or  subsequent to the date of said mortgage or
deed of trust or ground lease.

              Tenant  covenants  and agrees to execute and deliver  upon demand,
without charge therefor,  such further instruments evidencing such subordination
of this Lease to the lien of any such ground leases, mortgages or deeds of trust
as may be required by  Landlord.  Tenant  covenants  and agrees in the event any
proceedings  are brought for the  foreclosure  of any such  mortgage,  or if any
ground or underlying lease is terminated,  to attorn,  without any deductions or
set-offs whatsoever,  to the purchaser upon any such foreclosure sale, or to the
lessor of such ground or underlying  lease,  as the case may be, if so requested
to do so by such purchaser or lessor,  and to recognize such purchaser or lessor
as the lessor under this Lease.  Tenant waives the  provisions of any current or
future  statute,  rule or law which may give or purport to give Tenant any right
or  election  to  terminate  or  otherwise  adversely  affect this Lease and the
obligations of the Tenant  hereunder in the event of any foreclosure  proceeding
or sale.

        20.   QUIET ENJOYMENT.
        ----------------------

              Landlord  agrees Tenant,  upon paying Rent and other monetary sums
due under this Lease and  performing the covenants and conditions of this Lease,
may  quietly  have,  hold and enjoy the  Leased  Premises  during the Lease Term
hereof,  subject,  however,  to the provisions herein referring to subordination
and condemnation.

        21.   DELAYS.
        -------------

              Whenever   Landlord   shall  be  delayed  or   restricted  in  the
performance of any obligation of Landlord herein  (including any obligation with
respect to the provision of any service or utility or the performance of work or
repairs) by reason of  Landlord's  inability  to obtain  materials,  services or
labor  required  for  such  performance  or by  reason  of any  statute,  law or
regulation  of a  governmental  entity,  or by reason of any other cause  beyond
Landlord's reasonable control, Landlord shall be entitled to extend the time for
such performance by a time equal to the extent of the delay or restriction,  and
Tenant shall not be entitled to compensation for any inconvenience,  nuisance or
discomfort occasioned thereby.

        22.   GENERAL PROVISIONS.
        -------------------------

              22.1. Estoppel  Certificates.  Tenant shall, at any time, upon not
less than ten (10) days written notice from Landlord,  execute,  acknowledge and
deliver  to  Landlord  a  statement  in  writing  (a)  certifying  this Lease is
unmodified  and in full force and effect (or if modified,  stating the nature of
the modification) and the date to which the Rent and Operating Expenses are paid
in advance, (b) acknowledging there are not, to Tenant's knowledge,  any uncured
defaults on the part of Landlord  thereunder or  specifying  such default if any
exist,  and (c)  containing  such  other  information  reasonably  requested  by
Landlord or Landlord's  mortgagee or prospective  mortgagee or buyer.  If Tenant
fails to execute and deliver such  statement  within ten (10) days,  it shall be
deemed conclusively to have acknowledged the accuracy of the matter set forth in
Landlord's statement.

              22.2. Transfer of Landlord's  Interest.  In the event of a sale or
conveyance  voluntarily or involuntarily  by Landlord of Landlord's  interest in
the Leased Premises,  Landlord shall be relieved from and after the date of such
transfer of all liability accruing thereafter on the part of Landlord;  provided
any funds in the hands of Landlord  at the time of transfer in which  Tenant has
an interest  shall be delivered to the  successor of Landlord.  This Lease shall
not be affected by any such sale and Tenant agrees to attorn to the transferee.

              22.3. Captions. Article and paragraph captions are for convenience
only and are not a part of this  Lease and shall not be used for  interpretation
or construction of this Lease.

              22.4. Time of Essence. Time is of the essence hereof.

<PAGE>


              22.5. Severability. The invalidity of any provision of this Lease,
as determined by a court of competent  jurisdiction,  shall in no way affect the
validity of any other provision hereof.

              22.6.  Modifications  for  Mortgagee.  In the  event  any  lending
institution  with whom Landlord has negotiated or shall hereafter  negotiate for
interim or permanent  financing for the Building shall require a modification of
this Lease as a condition to providing such  financing,  Landlord shall promptly
provide written notice of the requirement to Tenant.  If Tenant fails or refuses
to make such modification  within thirty (30) days after such notice, this Lease
may be  terminated  by Landlord at any time prior to the date on which the Lease
Term  commences.  Provided,  however,  Tenant  shall not be required to make any
modifications which materially alters its rights and responsibilities under this
Lease.

              22.7.  Entire  Agreement.  This Lease,  along with any exhibits or
attachments  hereto,  constitutes  the  entire  agreement  between  the  parties
relative  to  the  Leased   Premises  and  there  are  no  oral   agreements  or
representations  between the parties with respect to the subject  matter hereof.
This Lease supersedes and cancels all prior agreements and  understandings  with
respect  to the  subject  matter  hereof.  This  Lease may be  modified  only in
writing, signed by the parties in interest at the time of the modification.

              22.8.  Recording.  This  Lease  shall  not  be  recorded  and  any
recordation shall be a breach under this Lease.

              22.9.  Waiver.  The  waiver  by  Landlord  of  the  breach  of any
provision  herein shall not be deemed a waiver of such provision.  Acceptance by
Landlord of any  performance by Tenant after the time the same shall have become
due shall not  constitute  a waiver by  Landlord of the breach or default of any
covenant,  term or condition unless otherwise expressly agreed to by Landlord in
writing.

              22.10. Intentionally Deleted.

              22.11.  Binding Effect;  Choice of Law.  Subject to any provisions
hereof  restricting  assigning  or  subletting  by  Tenant  and  subject  to the
provisions  for the transfer of Landlord's  interest,  this Lease shall bind the
parties,  their successors and assigns. This Lease shall be governed by the laws
of the State of Colorado.

              22.12. Holding Over. If Tenant remains in possession of all or any
part of the Leased Premises after the expiration of the Lease Term hereof,  with
or without the consent of Landlord,  such tenancy  shall be from  month-to-month
only, and not a renewal hereof or an extension for any further term, on the same
terms and  conditions  as  provided  herein,  except  only as to the Lease Term;
provided,  however,  during such period as a tenant from month-to-month,  Tenant
shall  pay Base  Rent at  double  the rate  payable  for the  month  immediately
preceding the date of termination  of this Lease and, in addition,  Tenant shall
reimburse  Landlord for all damages  (consequential as well as direct) sustained
by it by reason of Tenant's  occupying the Leased  Premises past the termination
date.

              22.13.  Entry by Landlord.  Landlord and its agents shall have the
right to enter the Leased  Premises at all reasonable  times and upon reasonable
notice (which in the case of non-emergency repairs shall be at least twenty-four
(24) hours' prior written notice) for the purpose of examining or inspecting the
same,  to supply  janitorial  services and any other  services to be provided by
Landlord or Tenant thereunder, to show the same to prospective purchasers of the
Building and make such  alterations,  repairs,  improvements or additions to the
Leased Premises or to the Building of which they are a part as Landlord may deem
necessary or desirable.  Notwithstanding  anything to the contrary  contained in
this Section 22.13,  Landlord may enter the Leased Premises at any time, without
notice to Tenant, in emergency  situations and/or to perform regularly scheduled
janitorial  and any other  services to be provided by Landlord  pursuant to this
Lease.  Tenant shall permit  Landlord to show the Leased Premises to prospective
tenants  during the last six (6) months of the Lease Term  hereof or any renewal
thereof.  If Tenant shall not be personally  present to open and permit an entry
into the Leased Premises at any time when such entry by Landlord is necessary or
permitted  thereunder,  Landlord  may  enter  by  means of  master  key  without
liability  to Tenant  except for any failure to exercise  due care for  Tenant's
property,  and without  affecting  this Lease.  If, during the last month of the
Lease Term hereof,  Tenant shall have removed  substantially all of its property
from the Leased Premises, Landlord may immediately enter and alter, renovate and
redecorate  the Leased  Premises  without  elimination  or  abatement of rent or
incurring liability to Tenant for any compensation.  Notwithstanding anything in
this Section 22.13 to the contrary,  Landlord shall use commercially  reasonable
efforts to  exercise  its  rights  under this  Section  22.13 in a manner  which
minimizes  interference  with the use and  occupancy  of the Leased  Premises by
Tenant for the conduct of Tenant's  normal  business  operations from the Leased
Premises.

              22.14.  Corporate  Authority.  If  Tenant is a  corporation,  each
individual  executing  this Lease on behalf of said  corporation  represents and
warrants he is duly  authorized  to execute and deliver  this Lease on behalf of
said  corporation in accordance  with a duly adopted  resolution of the Board of
Directors  of  said  corporation  or in  accordance  with  the  by-laws  of said
corporation,  and this Lease is binding upon said corporation in accordance with
its terms.

              22.15.  Notices.  All notices or demands of every kind required or
desired to be given by  Landlord  or Tenant  thereunder  shall be in writing and
shall be deemed delivered  forty-eight (48) hours after depositing the notice or
demand in the United  States mail,  certified or  registered,  postage  prepaid,
addressed  to the  Landlord or Tenant at the address set forth in Sections 3 and
5,  respectively,  of the  Summary,  or at such  other  place as such  party may
designate from time to time.

              22.16.  Real Estate  Broker.  Tenant  represents  Tenant has dealt
directly and only with the real estate brokers or agents specified in Section 12
of the Summary as brokers ("Brokers") in connection with this Lease, and insofar

<PAGE>

as Tenant knows, no other broker  negotiated or participated in the negotiations
of this Lease, or submitted or showed the Leased Premises, or is entitled to any
commission  in  connection  herewith.  Tenant  agrees to  indemnify  and  defend
Landlord  against  and hold the other  party  harmless  from any and all claims,
demands,  losses,  liabilities,  lawsuits,  judgments,  and costs  and  expenses
(including  without limitation  reasonable  attorneys' fees) with respect to any
leasing commission or equivalent  compensation alleged to be owing on account of
Tenant's dealings with any real estate broker or agent other than the Brokers.

        22.17.   Sign Rights.
        --------------------

              22.17.1.  Building Standard Signage.  Landlord shall provide space
on the  Building  directory  on the ground  floor  lobby of the  Building  for a
listing identifying Tenant's name and suite number.  Landlord shall also install
near the entry door to the Leased Premises  signage  identifying  Tenant's name.
All such permitted signage shall use Building standard  materials and lettering.
Landlord  shall pay for the cost of the initial  installation  of such permitted
signage, and Tenant shall pay for the cost of any changes thereto.

              22.17.2.   Exterior  Signage.  Subject  to  Tenant  obtaining  the
approval of all applicable  governmental  entities and Tenant's  compliance with
all  applicable  governmental  laws and ordinances and the terms of this Section
22.17.2,  Tenant  shall have the right to  install,  at  Tenant's  sole cost and
expense, one (1) identification sign displaying Tenant's logo and Tenant's name,
"Matrix Bancorp, Inc." (or "Matrix Bank" or "Matrix Capital Bank") (but no other
markings) on each of the following  portions of the Building:  (i) at the top of
the  exterior of the  Building on each of the  following  three (3) sides of the
Building:  (A) the side of the Building facing 16th Street,  (B) the side of the
Building facing 17th Street,  and (C) the side of the Building facing California
Street  (collectively,  the "Building  Exterior Signs");  and (ii) on the podium
level of the Building on each of the  following  two (2) sides of the  Building:
(A)  the  side of the  Building  facing  17th  Street,  and (B) the  side of the
Building  facing  California  Street  (collectively,  the "Podium Level Signs").
Notwithstanding  the foregoing,  subject to Tenant obtaining the approval of all
applicable  governmental  entities and Tenant's  compliance  with all applicable
governmental  laws and ordinances and the terms of this Section 22.17.2,  Tenant
may  convert  either or both of the  Podium  Level  Signs from  static  signs to
dynamic/electronic/reader  signs displaying  Tenant's logo and Tenant's name (as
set forth above) and such other information thereon (such as, for example,  time
of day, outside  temperature and stock quotes) as shall be approved by Landlord,
in Landlord's  sole and absolute  discretion  prior to Tenant's  displaying  the
same. The approximate location of the Building Top Exterior Signs is depicted on
Exhibit "H" attached  hereto,  and the approximate  location of the Podium Level
Signs is depicted on Exhibit  "I"  attached  hereto.  The  graphics,  materials,
color, design, lettering, lighting, size, specifications, manner of affixing and
exact  location of the Building  Top  Exterior  Signs and the Podium Level Signs
(collectively,  the "Exterior  Signs") shall be subject to Landlord's  approval.
Tenant  shall pay for all costs and  expenses  related  to the  Exterior  Signs,
including, without limitation, costs of the design, construction,  installation,
maintenance, insurance, utilities, repair and replacement of the Exterior Signs.
Tenant shall install and maintain the Exterior Signs in compliance with all laws
and subject to the applicable provisions of Articles 8 and 9 above. Tenant shall
be responsible  for  maintaining  insurance on the Exterior Signs as part of the
insurance required to be carried by Tenant pursuant to Section 10.2 above.

              22.17.2.1.  Transferability.  The rights to the Exterior Signs are
personal  to the  Original  Tenant and may not be  transferred  by the  Original
Tenant  or used by anyone  else,  except  that  Tenant  shall  have the right to
transfer  Tenant's  rights to the  Exterior  Signs to an  Affiliate of Tenant in
connection with Tenant's assignment of its entire interest in this Lease to such
Affiliate  pursuant  to Section  15.7 of this  Lease,  but any such  transfer of
signage rights to such  Affiliate  assignee  pursuant to this Section  22.17.2.1
shall be subject to  Landlord's  reasonable  approval  of the name change on the
Exterior Signs to reflect the identity of such Affiliate assignee.  In addition,
following  the  Commencement  Date,  Tenant  shall only have such  rights to the
Exterior  Signs  when the  Original  Tenant  or such  Affiliate  assignee  is in
physical  occupancy and possession of the entire Leased Premises  (including any
First Offer Space) leased to Tenant hereunder.

              22.17.2.2.  Maintenance  of Exterior  Signs.  Should the  Exterior
Signs require  maintenance,  repairs or  replacement as determined in Landlord's
reasonable  judgment,  Landlord  shall have the right to provide  written notice
thereof to Tenant and  Tenant  shall  cause  such  repairs,  replacement  and/or
maintenance  to be performed  within ten (10) days after  receipt of such notice
from Landlord,  at Tenant's sole cost and expense;  provided,  however,  if such
repairs,  replacement  and/or  maintenance  are  reasonably  expected to require
longer  than ten (10) days to  perform,  Tenant  shall  commence  such  repairs,
replacement  and/or  maintenance  within  such  ten (10) day  period  and  shall
diligently  prosecute such repairs,  replacement  and maintenance to completion.
Should Tenant fail to perform such  maintenance,  repairs or replacement  within
the periods described in the immediately preceding sentence, Landlord shall have
the right to cause such work to be performed  and to charge Tenant as Additional
Rent for the costs of such work.

              22.17.2.3.  Removal of  Exterior  Signs.  Upon the  expiration  or
earlier  termination  of this Lease,  or upon  Tenant's loss of its right to the
Exterior Signs pursuant to Section  22.17.2.1  above,  Tenant shall, at Tenant's
sole cost and expense,  cause the Exterior Signs to be removed, and Tenant shall
repair all damage  occasioned  thereby and restore the  affected  areas to their
original  condition  prior to the  installation of the Exterior Signs. If Tenant
fails to remove  such  signage  and repair and  restore  the  affected  areas as
provided in the immediately  preceding sentence,  within ten (10) days following
the expiration or earlier  termination of this Lease,  then Landlord may perform
such work, and all costs and expenses incurred by Landlord in so performing such
work  shall be  reimbursed  by Tenant to  Landlord  within  ten (10) days  after
Tenant's receipt of invoice therefor.  The immediately  preceding sentence shall
survive the expiration or earlier termination of this Lease.

              22.18. Asbestos Disclosure. Landlord has advised Tenant that there
is  asbestos-containing  material  ("ACM") in the  Building,  which  consists of
non-friable  floor tile,  mastic and  fireproofing.  Such ACM exists behind hard
barriers,  thus, it will not be accessible to tenants and other occupants of the
Building.  Attached hereto as Exhibit F is a Notice  Concerning  Asbestos in the

<PAGE>

Building.  Tenant acknowledges that any construction,  remodeling,  replacement,
maintenance,  repair,  alterations or other work at the Building,  including but
not  limited  to,  major  alterations,  drilling  or  boring  holes,  installing
electrical,  telecommunications  or computer lines,  sanding floors and removing
ceiling  tiles could disturb the  remaining  ACM and possibly  release  asbestos
fibers into the air. Tenant shall not cause or permit any such work in or on the
Building  (including,  without limitation,  any alterations,  additions or other
work to the Leased  Premises  pursuant  to the  provisions  of Article 9 of this
Lease)  without  the prior  written  consent of  Landlord,  and the  granting of
Landlord's  consent shall be conditioned  upon,  among other things,  Landlord's
approval of the contractor who Tenant causes or permits to perform such work and
Landlord's  receipt  of  an  Asbestos  Notification  and  Disturbance  Agreement
executed by such  Landlord-approved  contractor in the form  attached  hereto as
Exhibit G. Landlord agrees that in performing any work in the Building, it shall
use  commercially  reasonable  efforts not to disturb the  remaining  ACM in the
Building;  if any such ACM is so disturbed by Landlord,  Landlord shall promptly
remediate such disturbance at Landlord's sole cost and expense,  which shall not
be included in Operating Expenses.

                         [SIGNATURES ON FOLLOWING PAGE]



<PAGE>



         IN WITNESS WHEREOF,  Landlord and Tenant have executed this Lease as of
the day and year first above written.

LANDLORD:                         WXI/SEV REALTY, LLC, a Delaware limited
                                  liability company

                                  By: LEGACY PARTNERS COMMERCIAL, INC., a Texas
                                      corporation, as agent and manager
                                      for Landlord

                                  By: /s/ Debra Smith
                                     ------------------------------------------
                                     Name:_____________________________________
                                     Title_____________________________________


TENANT:                           MATRIX BANCORP, INC.,
                                  a Colorado corporation

                                  By: /s/ David W. Kloos
                                     ------------------------------------------
                                     Name:_____________________________________
                                     Title_____________________________________

                                  By: /s/ Theodore Abariotes
                                     ------------------------------------------
                                     Name:_____________________________________
                                     Title_____________________________________


         ***If Tenant is a  CORPORATION,  the  authorized  officers must sign on
behalf of the  corporation  and indicate the capacity in which they are signing.
The Lease must be executed by the president or vice-president  and the secretary
or  assistant  secretary,  unless  the  bylaws or a  resolution  of the board of
directors shall  otherwise  provide,  in which event,  the bylaws or a certified
copy of the resolution, as the case may be, must be attached to this Lease.