LEASE AGREEMENT

                                   between
                  THE REGENTS OF THE UNIVERSITY OF COLORADO,
                  a body corporate, for and on behalf of the
                        UNIVERSITY OF COLORADO AT DENVER

                                       and

                 MATRIX BANCORP, INC., a Colorado corporation

                                Table of Contents

SECTION                                                                   PAGE
-------                                                                   ----
1.    DEFINITIONS..........................................................2
2.    PREMISES.............................................................2
3.    TERM.................................................................2
4.    RENTAL...............................................................2
5.    ADJUSTMENT OF RENT...................................................3
6.    MISCELLANEOUS TAXES..................................................6
7.    USE..................................................................6
8.    PREPARATION FOR OCCUPANCY............................................6
9.    SERVICES.............................................................6
10.   MECHANIC'S LIENS.....................................................8
11.   QUIET ENJOYMENT......................................................8
12.   CERTAIN RIGHTS RESERVED TO THE LANDLORD..............................8
13.   ESTOPPEL CERTIFICATE BY TENANT.......................................8
14.   WAIVER OF CERTAIN CLAIMS.............................................9
15.   LIABILITY INSURANCE..................................................9
16.   HOLDING OVER.........................................................10
17.   ASSIGNMENT AND SUBLETTING............................................10
18.   CONDITION OF PREMISES................................................12
19.   RULES AND REGULATIONS................................................12
20.   REPAIRS..............................................................14
21.   UNTENANTABILITY......................................................15
22.   EMINENT DOMAIN.......................................................15
23.   LANDLORD'S REMEDIES..................................................15
24.   LATE PAYMENTS; INTEREST AND LATE CHARGES.............................18
25.   SALE AND ASSIGNMENT..................................................18
26.   SUBORDINATION OF LEASE...............................................18
27.   NOTICES AND CONSENTS.................................................18
28.   SPRINKLERS...........................................................19
29.   NO ESTATE IN LAND....................................................19
30.   INVALIDITY OF PARTICULAR PROVISIONS..................................19
31.   WAIVER OF BENEFITS...................................................19
32.   WAIVER OF TRIAL BY JURY..............................................19
33.   SECURITY DEPOSIT.....................................................19
34.   SUBSTITUTE PREMISES..................................................20
<PAGE>

35.   PARKING..............................................................20
36.   BROKERAGE............................................................20
37.   SPECIAL STIPULATION..................................................20
38.   EXHIBITS.............................................................23
            (i)   Rider to Lease...........................................
            (ii)  Exhibit A - Legal Description of the Property............
            (iii) Exhibit B - Lease Commencement Date Statement............
            (iv)  Exhibit C - Workletter Agreement.........................
            (v)   Exhibit D - Cleaning Schedule............................

<PAGE>

                                  OFFICE LEASE

      THIS LEASE, made the _____ day of _____________, 1999, between THE REGENTS
OF THE UNIVERSITY OF COLORADO, a body corporate, for and on behalf of the
UNIVERSITY OF COLORADO AT DENVER (the "Landlord") and MATRIX BANCORP, INC., a
Colorado corporation, having its principal place of business at 1380 Lawrence
Street, Suite 1400, Denver, Colorado (the "Tenant").

                          L E A S E  S U M M A R Y :

      2.    Premises: Suite 1350 and 1400  located on the 13th and 14th floors
                      of the Building and consisting of  approximately  8,768
                      square feet (13) and  approximately  14,987 square feet
                      (14) of Rentable Area Leased.

      3.    Term:     Five (5) years and Eleven (11) Months.
                      Commencement Date April 1, 2000
                      Termination Date February 28, 2006

      4.    Rental:   Stepped rental rate as follows:

                  Month       Expansion   Primary     Monthly Total Annual Total
            4/l/00 - 12/31/00 $14,796.00  $18,830.36  $33,626.36   $403,516.32
            1/l/01 - 12/31/01 $15,161.33  $19,422.36  $34,583.69   $415,004.28
            1/1/02 - 12/31/02 $15,526.67  $20,310.36  $35,837,03   $430,044.36
            1/l/03 - 12/31/03 $15,782.40  $26,976.60  $42,759.00   $513,108.00
            1/l/04 - 12/31/04 $16,147.73  $27,601.06  $43,748.79   $524,985.48
            1/l/05 - 02/28/06 $16,513.07  $28,225.52  $44,738.59   $536,863.08

      5.    Adjustment of Rent:
                  Base Year 2000
                  Tenant's Proportionate Share 13.73%

      27.   Notice To Landlord:              Notice To Tenant:
            Jones Lang LaSalle Americas      Matrix Bancorp, Inc., Inc
               (Colorado) L.P.               1380 Lawrence Street, Suite 1400
            University of Colorado at Denver Denver, CO 80202
            1380 Lawrence Street
            Denver, Colorado 80204

      33.   Security Deposit:   $32,000

      35.   Parking:       20    10 unreserved spaces  [Changes handwritten and
                           10 reserved spaces           initialed by parties to
                                                       Lease at time of signing]
      Rider:            Option to Renew

<PAGE>

                              W I T N E S S E T H :

      1.    DEFINITIONS.  The terms  defined in this  Section  shall,  for all
purposes of this Lease,  and all  agreements  amending or  supplementing  this
Lease,  have the  meanings  herein  specified  unless  the  context  otherwise
requires.

      (a) The "Building" shall mean the commercial office structure together
with all appurtenant plazas, subgrade areas, garages and other improvements,
situated on the Land, known as 1380 Lawrence Street, Denver, Colorado 80204.

      (b) The "Land" shall mean the real property whose legal address is
attached and incorporated herein as Exhibit "A". The "Property" shall mean the
Building and the Land.

      (c) "Rentable Area" shall mean the total number of square feet of rentable
floor area of office space in the Building; and that number is 172,978 square
feet.

      (d) "Rentable Area Leased" shall mean the total number of square feet of
rentable floor area of office space in the Premises, and that number is 23,755
square feet.

      (e) Tenant's "Proportionate Share" shall be that percentage the Rentable
Area Leased is of the Rentable Area. Such percentage is 13.73% .

      2. PREMISES. In consideration of the rents, charges, covenants and
agreements herein contained, Landlord hereby leases to Tenant and Tenant hereby
hires and takes from Landlord the space referred to as Suite 1350 and 1400 ,
located on the 13th and 14th floors of the Building (the "Premises"), together
with the non-exclusive right to use, in common with others, the public areas of
the Building including, without limitation, the lobby, stairs, elevators,
entrances and loading docks. No easement for air or light or view is included
with the Premises. Landlord and Tenant agree that the rentable square footage of
the Premises is 23,755 square feet of rentable area, and waive and release any
right to assert or claim otherwise. [Bold change handwritten and initialed by
parties to Lease at time of signing]

      3. TERM. The term (hereinafter called the "Term") of this Lease shall
commence on the earlier of occupancy of the Premises by Tenant, or April 1,
2000, subject to items which will not materially affect the use of the Premises
for the use in accordance with Section 7 hereof, and extension and earlier
termination as hereinafter provided. Prior to occupying the Premises, Tenant
shall execute and deliver to Landlord a letter in the form attached hereto and
made a part hereof as Exhibit "B", acknowledging the commencement date
(hereinafter called the "Commencement Date") and the expiration date
(hereinafter called the "Expiration Date") of the Term for the Premises and, if
applicable, any Excess Allowance owed pursuant to the Lease for Tenant
Improvements. In the event the Tenant does not provide to Landlord such letter
within thirty (30) days after occupying the Premises, then the Commencement Date
shall be the earlier of the occupancy of the Premises by Tenant or the Target
Date outlined above.

<PAGE>

            Landlord shall use reasonable efforts to give Tenant at least thirty
(30) days' notice of the date upon which, in Landlord's opinion, the
Commencement Date shall occur, provided that Landlord shall have no liability in
the event the Commencement Date shall not occur on the date specified, and
failure to give possession on the date specified shall in no way affect the
validity of this Lease or the obligations of the Tenant hereunder.

            Expiration Date. Unless otherwise terminated herein, if the Term
commences on a date other than the first day of a month, it shall expire at the
end of the day seventy-one (71) months from the last day of the month in which
it commenced. If the Term commences on the first day of a month, it shall expire
at the end of the day seventy-one (71) months from the last day of the calendar
month preceding the Commencement Date. The expiration date is hereinafter
referred to as the "Expiration Date".

      4.    RENTAL.

            (a) Tenant agrees to pay to Landlord for use and occupancy of the
Premises, lawful money of the United States, payable without notice or demand in
advance on the first day of each calendar month during the term, an initial
annual base rental (hereinafter, "Initial Annual Base Rental") according to the
schedule below. The Initial Annual Base Rental when adjusted as set forth in
this Section shall be the Annual Base Rental. The Initial Annual Base Rental
shall step as follows:

                  Month       Expansion   Primary     Monthly Total Annual Total
            4/l/00 - 12/31/00 $14,796.00  $18,830.36  $33,626.36   $403,516.32
            l/l/01 - 12/31/01 $15,161.33  $19,422.36  $34,583.69   $415,004.28
            l/l/02 - 12/31/02 $15,526.67  $20,310.36  $35,837,03   $430,044.36
            l/l/03 - 12/31/03 $15,782.40  $26,976.60  $42,759.00   $513,108.00
            l/l/04 - 12/31/04 $16,147.73  $27,601.06  $43,748.79   $524,985.48
            l/l/05 - 02/28/06 $16,513.07  $28,225.52  $44,738.59   $536,863.08

            (b) All payments of Annual Base Rental required to be made under
this Section 4, or payments to be made by Tenant under any other Section of this
Lease (hereinafter designated "Additional Rent"), shall be made without any
setoff or counterclaim whatsoever, and shall be made payable to and sent to
Landlord at the management office of Landlord in the Building or such other
place as Landlord may designate.

            (c) Annual Base Rental and Additional Rent are sometimes hereinafter
collectively referred to as "Rent".

                  The first monthly installment of Annual Base Rental shall be
paid on the Commencement Date, except that in the event the Commencement Date
shall be a date other than the first day of the calendar month, then Tenant
shall pay on the Commencement Date an amount equal to such portion of an equal
monthly installment as the number of days from the Commencement Date to the end
of the calendar month in which the Commencement Date occurs bears to the total
number of days in said calendar month, and said payment shall represent the
pro-rata Annual Base Rental from the Commencement Date to the end of such
calendar month.

<PAGE>

      5.    ADJUSTMENT OF RENT.

            (a)   Operating Costs:

            (i) Operating Costs shall be deemed to include all costs which, for
federal tax purposes, may be expensed rather than capitalized and which Landlord
will incur in owning, maintaining and operating the Property, exclusive of Real
Estate Taxes, as hereinafter defined, mortgage interest and depreciation.
Without limitation to the foregoing, the term "Operating Costs" shall mean those
costs incurred during each year of the Term in respect of the operations and
maintenance of the Property in accordance with accepted principles of sound
management and accounting practices as applied to the operation and maintenance
of first class office buildings in Denver, including the cost of or charges for
the following by way of illustration but without limitation: landscaping and
snow removal, water and sewer, insurance premiums, licenses, permits and
inspections, heat, light, electrical power, steam, security, janitorial
services, maintenance of and repairs to equipment servicing the Property
(including costs associated to ensure the accurate processing of data), window
cleaning, refuse removal services, air conditioning, supplies, materials,
equipment and tools, contractual and recorded duties on the Property,
administration and management of the Property; changing the Building's electric
service provider and associated installation, maintenance, repair and service
costs, personal property taxes on the personal property used in the operation of
the Property, the cost, as reasonably amortized by Landlord with interest at one
and one-half (1-1/2%) percent above the prime rate announced from time to time
by the Norwest Bank of Denver, N.A., or its successor, on the unamortized amount
of any capital improvement made after the Commencement Date which reduces
Operating Costs but in an amount not to exceed such reduction for the relevant
year, and the cost of contesting by appropriate proceedings the applicability to
the Property or the validity of any statute, ordinance, rule or regulation
affecting the Property which might increase Operating Costs. Operating Costs
shall not include costs for repairs or other work occasioned by fire, windstorm
or other insured casualty to the extent recovered by insurance proceeds; cost
incurred in leasing or procuring new tenants (i.e., lease commissions,
advertising costs and costs for renovating space for new tenants); legal costs
in enforcing the terms of any lease; interest or amortization payments on any
mortgage or mortgages. If Landlord makes any capital improvement during the Term
of this Lease in order to comply with safety or any other requirements of any
Federal, State or local law or governmental regulation, then the Tenant shall be
responsible for its Proportionate Share of any such charges, with interest at
one and one-half percent (1-1/2%) above the prime rate announced from time to
time by Norwest Bank of Denver, N.A., or its successors. For the preceding
sentence, Tenant's Proportionate Share of said charges is determined by
multiplying the annual amortization of said charges as determined by generally
accepted accounting principles by Tenant's Proportionate Share. Said amount with
interest shall be deemed an Operating Cost in each of the calendar years during
which such amortization occurs.

            Operating Costs allocated to Tenant shall not reflect any type or
degree of service or duty performed by or through Landlord for any other tenant
which is not required to be performed for Tenant under this Lease which results
in a cost in excess of the services or duties required to be provided by
Landlord under this Lease.

<PAGE>

            (ii) Per square foot Operating Costs shall be determined by dividing
the Operating Costs by the Rentable Area.

            (iii) The Annual Base Rental described in Section 4 hereof is
predicated, in part, upon the total annual Operating Costs for the calendar year
2000 per square foot of Rentable Area within the Building. Prior to the first
day of April of each calendar year during the course of the Term, Landlord shall
furnish Tenant with an estimate of the per square foot Operating Costs for that
calendar year.

            (iv) If annual Operating Costs as estimated by the Landlord exceed
the total annual Operating Costs for the calendar year 2000 calculated on a per
square foot basis, Tenant shall pay its Proportionate Share of such excess to
Landlord as Additional Rent. Tenant agrees to pay in advance on a monthly basis
its Proportionate Share of such excess, as reasonably calculated and adjusted,
from time to time, by Landlord. Such amounts shall be paid to Landlord on the
first day of the month. After December 31 of each year during the Term, when
actual Operating Costs for the prior year have been calculated, Landlord shall
credit Tenant for the amount of any overpayment, or Tenant shall pay to Landlord
the amount of any underpayment as Additional Rent. It is the intention hereunder
to estimate the amount of any Operating Costs for each year and then to adjust
when actual costs are known, such estimates in the following year calculated
from actual Operating Costs incurred or paid by Landlord for the prior year.

            (v) In determining the amount of Operating Costs for the purpose of
this Section, for any calendar year including the base year, (i) if less than 95
% of the Building shall have been occupied by tenants and fully used by them at
any time during such year, Landlord may increase Operating Costs to an amount
equal to the like Operating Costs which would normally be expected to be
incurred had such occupancy been 95% and had such full utilization been made
during the entire period, and (ii) if the Landlord is not furnishing any
particular work or service (the cost of which if performed by the Landlord would
constitute an Operating Cost) to a tenant who has undertaken to perform such
work or service in lieu of the performance thereof by the Landlord, Landlord may
increase Operating Costs by an amount equal to the additional Operating Costs
which would reasonably have been incurred during such period by the Landlord if
it had at its own expense furnished such work or service to such tenant.
Notwithstanding the foregoing, Landlord may not increase Operating Costs under
this paragraph for any calendar year unless Landlord also has or does increase
Operating Costs for the base year in a like manner.

            (b)   Real Estate Taxes:

            (i) The term "Real Estate Taxes" means all taxes and assessments,
special or otherwise levied upon or with respect to the Building and the Land
(including air rights) imposed by Federal, State or local governments, use,
occupancy, excise or similar taxes, and taxes on rent and other income from the
Building (computed, in case of a graduated tax, as if Landlord's income from the
Building were Landlord's sole taxable income), the cost of contesting by
appropriate proceeding the amount or validity of any of the aforementioned taxes
or assessments and taxes and assessments of every kind and nature whatsoever
levied and assessed and imposed on Landlord in lieu of or in substitution for
existing or additional real or personal property taxes

<PAGE>

or assessments on the Land, Building, or said personal property; except that
Real Estate Taxes shall not include general income, franchise, capital stock,
estate or inheritance taxes unless Landlord equitably determines that such taxes
are in lieu of or a substitution for Real Estate Taxes. In the case of special
taxes and assessments payable in installments, only the amount of each
installment due and payable during a single calendar year shall be included in
Real Estate Taxes for that year.

            (ii) Per square foot Real Estate Taxes shall be determined by
dividing the Real Estate Taxes by the total number of square feet of Rentable
Area in the Building.

            (iii) The Annual Base Rental described in Section 4 hereof is
predicated, in part, upon the total annual Real Estate Taxes for the calendar
year 2000 per square foot of Rentable Area within the Building. Prior to the
first day of April of each calendar year during the course of the Term, Landlord
shall furnish Tenant with an estimate of the per square foot Real Estate Taxes
for that calendar year.

            (iv) If annual Real Estate Taxes as estimated by the Landlord exceed
the total annual Real Estate Taxes for the calendar year 2000 calculated on a
per square foot basis, Tenant shall pay its Proportionate Share of such excess
to Landlord as Additional Rent. Tenant agrees to pay in advance on a monthly
basis its Proportionate Share of such excess as reasonably calculated and
adjusted, from time to time, by Landlord. Such amounts shall be paid to Landlord
on the first day of the month. After December 31 of each year during the Term,
when actual Real Estate Taxes for the prior year have been calculated, Landlord
shall credit Tenant for the amount of any overpayment, or Tenant shall pay to
Landlord the amount of any underpayment as Additional Rent. It is the intention
hereunder to estimate the amount of any Real Estate Taxes for each year and then
to adjust when actual costs are known, such estimates in the following year
calculated from actual Real Estate Taxes incurred or paid by Landlord for the
prior year.

            (v) In determining the amount of Real Estate Taxes for the purpose
of this Section, for any calendar year including the base year, if less than 95%
of the Building shall have been occupied by tenants and fully used by them at
any time during such year, Landlord may increase Real Estate Taxes to an amount
equal to the like Real Estate Taxes which would normally be expected to be
incurred had such occupancy been 95 % and had such full utilization been made
during the entire period. Notwithstanding the foregoing, Landlord may not
increase Real Estate Taxes under this paragraph for any calendar year unless
Landlord also has or does increase Real Estate Taxes for the base year in a like
manner.

            (c)   If the term shall  terminate  on a date other than  December
31st,  the  adjustments  in Annual Rent  described  in this  Section  shall be
increased or decreased,  as the case may be, for the period  commencing on the
January 1st following  the last full calendar year of the Term and  continuing
to the end of the  Term,  in the  manner  set  forth in this  Section  and the
adjustment  for such  period  shall be made  within  twenty  (20)  days  after
Landlord shall render its  statements for the last monthly  installment of the
Annual Base Rental  payable  under this  Lease,  or if that is not  reasonably
feasible as soon  thereafter as is reasonably  feasible,  and this  obligation
shall survive the expiration or earlier termination of the term.
<PAGE>

            (d) Landlord shall deliver to Tenant, within one hundred twenty
(120) days after the end of each calendar year during the Term, unless delayed
by causes beyond Landlord's reasonable control, a written statement
("Statement") setting out in reasonable detail the amount of Operating Costs and
Real Estate Taxes for the preceding calendar year. If the aggregate of monthly
installments of Operating Costs and/or Real Estate Taxes actually paid by Tenant
to Landlord differ from the amount due in the Statement, then, as the case may
be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit
to Tenant against the Rent remaining to be paid hereunder for the difference, or
if no Rent then remains to be paid, refund the difference to Tenant, without
interest or penalty, within thirty (30) days after the date of delivery of the
Statement.

            (e) In the event Tenant disputes the amounts set forth in the
Statement set forth in Subparagraph 5(d) above, upon no less than ten (10)
business days' prior written notice to Landlord, Tenant or Tenant's in-house
employee or representative shall have the right to examine Landlord's books and
records as to amounts due in the Statement. Any examination is subject to a
confidentiality agreement executed by Tenant and Tenant's in-house employee or
representative and shall occur at the location where said records are maintained
during normal business hours. Tenant shall have thirty (30) calendar days after
delivery of the Statement set forth in Subparagraph 5(d) above to provide
Landlord with written notice of exception of any item in the Statement. Unless
Tenant provides said written notice of exception detailing any disputed charges
to Landlord within said time, Tenant shall conclusively be deemed to have
accepted the accuracy of the Statement and to have waived any right to claim any
readjustment in connection therewith. If Tenant makes such timely written notice
of exception, a certification as to the proper amount of any item set forth in
Tenant's written notice of exception shall be made by a reputable accounting
firm reasonably satisfactory to Landlord and paid for by Tenant. Under no
circumstances shall Tenant conduct a review of Landlord's books and records
whereby the person or firm performing the review operates on a contingency fee
or similar payment arrangement or if there exists an uncured Event of Default,
as defined herein, by Tenant.

            (f) In no event shall the Annual Base Rental be reduced below the
amount in Section 4 as a result of any adjustments pursuant to this Section.

            (g) Rent, whether Annual Base Rent or Additional Rent, or any other
amount payable by Tenant to Landlord not paid when due will bear interest from
the date due until the date paid at an annual rate equal to the prime rate
charged from time to time by the Norwest Bank of Denver in ninety-day commercial
loans.

            (h) All costs and expenses which Tenant assumes or agrees to pay to
Landlord pursuant to this Lease shall be deemed Additional Rent and, in the
event of non-payment thereof, Landlord shall have all the rights and remedies
herein provided for in case of non-payment of Rent.

      6.    MISCELLANEOUS  TAXES.  Tenant shall pay prior to  delinquency  all
taxes assessed  against or levied upon its occupancy of the Premises,  or upon
the  fixtures,  furnishings,  equipment  and all other  personal  property  of
Tenant located in the Premises,  if  non-payment
<PAGE>

thereof shall give rise to a lien on the real estate, and when possible Tenant
shall cause said fixtures, furnishings, equipment and other personal property to
be assessed and billed separately from the property of Landlord. In the event
any or all of Tenant's fixtures, furnishings, equipment and other personal
property, or taxes upon Tenant's occupancy of the Premises, shall be assessed
and taxed with the property of Landlord, Tenant shall pay to Landlord its share
of such taxes within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to
Tenant's fixtures, furnishings, equipment or personal property.

      7.    USE.  The  Premises  shall  be used and  occupied  by  Tenant  for
general office use and for no other purpose,

            (a) Tenant shall not at any time use or occupy the Premises or the
Building, or suffer or permit anyone to use or occupy the Premises, or do
anything in the Premises or the Building, or suffer or permit anything to be
done in, brought into or kept on the Premises, which in any manner in the sole
discretion of Landlord (a) violates the Certificate of Occupancy for the
Premises or for the Building; (b) causes or is liable to cause injury to the
Premises or the Building or any equipment, facilities or systems therein; (c)
constitutes a violation of the laws and requirements of any public authorities
or the requirements of insurance bodies; (d) impairs or tends to impair the
character, reputation or appearance of the Building as a first-class office
building; (e) impairs or tends to impair the proper and economic maintenance,
operation and repair of the Building and/or its equipment, facilities or
systems; or (f) constitutes a nuisance, public or private.

            (b) Notwithstanding any other provision of this Lease to the
contrary (including without limitation, Paragraph 9 regarding heating,
ventilation and air conditioning and Paragraph 19 regarding rules and
regulations), Tenant hereby agrees that the aggregate number of people
(including, without limitation, full-time employees, part-time employees,
independent contractors and agents of Tenant) which may use or perform services
or activities in the Lease Premises shall not exceed a ratio of one (1) person
for each two hundred fifty (250) rentable square feet of space in the Leased
Premises, regardless of whether such people "office share", "job share" or work
in shifts. Landlord hereby acknowledges that Tenant may, from time to time,
allow invitees, guests and repair workers to enter the Premises for the purposes
of meeting with employees and making repairs, and that the presence of such
people shall not be included in the aforementioned calculation. Any violation by
Tenant of the terms and conditions of the Paragraph 7 shall be deemed to be an
Event of Default as defined in Paragraph 23 of the Lease for which there is no
cure period.

      8. PREPARATION FOR OCCUPANCY. Prior to the Commencement Date, Landlord
shall, at Landlord's sole cost and expense, alter and fit-up the Premises to the
extent set forth in the Workletter Agreement of even date herewith, marked
Exhibit "C" and attached hereto (herein referred to as "Building Standard
Improvements"). Landlord and Tenant agree that, subject to the terms of this
Lease and the Workletter Agreement, Tenant may construct a supplemental fire
suppression system (the "Auxiliary Sprinkler System") in the Premises. Tenant
agrees that upon termination of this Lease for any reason, at Landlord's sole
option and
 <PAGE>

Tenant's sole cost including any associated costs, Tenant shall remove the
Auxiliary Sprinkler System and return the Premises, including all fire
suppression systems altered by Tenant, to building standard conditions.

      Other than Building Standard Improvements, all pre-occupancy alteration
and fit-up of the Premises shall be performed at Tenant's sole cost and expense
(herein referred to collectively as "Special Work"), subject to the terms and
provisions of the Workletter Agreement and this Lease.

      9.    SERVICES.  The Landlord  shall  provide,  at  Landlord's  expense,
except as otherwise provided, the following services:

            (a) Janitor service as described in Exhibit "D" attached hereto, in
and about the office space, Saturdays, Sundays, and legal and union holidays
excepted.

            (b)   Heat  and,  except  for  basement  space,   air-conditioning
required in Landlord's  judgment for the comfortable use and occupation of the
Premises,  from 7:00 a.m. to 6:00 p.m. on Mondays through  Fridays,  from 9:00
a.m. to 1:00 p.m. on Saturdays,  excepting  Sundays,  union and legal holidays
in each instance,

            Whenever heat generating machines or equipment are used in the
Premises which affect the temperature otherwise maintained by the
air-conditioning system, Landlord reserves the right, at its option, either to
require Tenant to discontinue the use of such heat generating machines or
equipment or to install supplementary air-conditioning equipment in the
Premises; the cost of such installation shall be paid by Tenant to Landlord
promptly on being billed therefor, and the cost of operation and maintenance of
said supplementary equipment shall be paid by Tenant to Landlord on the monthly
rent payment dates as such rates as may be agreed on, but in no event at a rate
less than Landlord's actual cost therefor of labor, materials and utilities.

            (c)   Water for drinking,  lavatory and toilet purposes, in public
                  areas only.

            (d)   Passenger elevator service at all times.

            (e)   Window washing of all exterior windows, both inside and out.

            (f)   Reasonable amounts of electricity,

            If Tenant shall require electric current design capacity in excess
of 2.0 watts per square foot at 208/120v (three phase) for use of the Premises
as general office space, Tenant shall first procure the consent of Landlord,
which Landlord may refuse, to the use thereof and Landlord may cause an electric
check meter to be installed in the Premises or Landlord shall have the right to
cause a reputable independent electrical engineering or consulting firm to
survey and determine the value of the electric service furnished for such excess
electric current. The cost of any such survey or meters and/or installation,
maintenance and repair thereof shall be paid for by Tenant. Tenant agrees to pay
to Landlord promptly upon demand therefor, for all such electric current
consumed as shown by said meters or by said survey at the rates charged for
<PAGE>

such services by the City, or the local public utility, as the case may be,
furnishing the same, plus any additional expense incurred in keeping account of
the electric current so consumed. It is understood that cost, as determined by
Landlord, of material and labor for replacing light bulbs, tubes, ballasts,
starters, switches and any other parts and fixtures used in furnishing
electricity to the leased Premises shall also be paid by Tenant.

      Tenant covenants and agrees that at all times its use of electric current
shall never exceed Tenant's proportionate share of the capacity of existing
feeders to the Building or the risers or wiring installation. Any riser or
risers or wiring to meet Tenant's excess electrical requirements, upon written
request of Tenant, will be installed by Landlord, at the sole cost and expense
of Tenant if, in Landlord's sole judgment, the same are necessary and will not
cause permanent damage or injury to the Building or Premises or cause or create
a dangerous or hazardous condition or entail excessive or unreasonable
alteration, repairs or expense or interfere with or disturb other tenants or
occupants.

      Landlord has advised Tenant that presently Public Service Company of
Colorado ("Electric Service Provider") is the utility company selected by
Landlord to provide electricity service for the Building. Notwithstanding the
foregoing, if permitted by Law, Landlord shall have the right at any time and
from time to time during the Term of the Lease and any extension thereof to
either contract for service from a different company or companies providing
electricity service (each such company shall hereinafter be referred to as an
"Alternate Service Provider") or continue to contract for service from the
Electric Service Provider. Tenant shall cooperate with Landlord, the Electric
Service Provider, and any Alternate Service Provider at all times and, as
reasonably necessary, shall allow Landlord, Electric Service Provider, and any
Alternate Service Provider reasonable access to the Building's electric lines,
feeders, risers, wiring, and any other machinery within the Premises and accept
reasonable disturbances caused thereby.

      Should Tenant require any additional work or service, including but not
limited to the additional work or service described above, including service
furnished outside the stipulated hours, Landlord may, upon reasonable advance
notice by Tenant, furnish such additional service and Tenant agrees to pay the
Landlord such charges as may be agreed on, but in no event at a charge less than
Landlord's actual cost plus overhead for additional services provided, it being
agreed that the cost to the Landlord of such additional services shall be
excluded from Operating Expense.

      It is understood that Landlord does not warrant that any of the services
referred to above, or any other services which Landlord may supply, will be free
from interruption, Tenant acknowledging that any one or more such services may
be suspended by reason of accident or of repairs, maintenance, tests, change of
electric service provider (or the modification of facilities in connection
therewith) alterations or improvements necessary or advisable to be made, or by
strikes or lockouts, or by reason of operation of law, or causes beyond the
reasonable control of Landlord. Any such interruption of service shall never be
deemed an eviction or disturbance of Tenant's use and possession of the
Premises, or any part thereof, or render Landlord liable to Tenant for damages
by abatement of Rent or otherwise, or relieve Tenant from performance of
Tenant's obligations under this Lease.

<PAGE>

      10. MECHANIC'S LIENS. Tenant shall pay before delinquency all costs for
work done or caused to be done by Tenant in the Premises which could result in
any lien or encumbrance on Landlord's interest in the Land or Building or any
part thereof, shall keep the title to the Land or Building and every part
thereof free and clear of any lien or encumbrance in respect of such work and
shall indemnify and hold harmless Landlord against any claim, loss, cost, demand
and legal or other expense, whether in respect of any lien or otherwise, arising
out of the supply of material, services or labor for such work. Tenant shall
immediately notify Landlord of any such lien, claim of lien or other action of
which it has, or reasonably should have had, knowledge and which affects, or
could affect, the title to the Land or Building or any part thereof and Tenant
shall cause the same to be removed within ten (10) days, failing which Landlord
may take such action as Landlord deems necessary to remove the same and the
entire cost thereof shall be immediately due and payable by Tenant to Landlord.

      11. QUIET ENJOYMENT. So long as Tenant shall observe and perform the
covenants and agreements binding on it hereunder, the Tenant shall at all times
during the Term herein granted peacefully and quietly have and enjoy possession
of the Premises without any encumbrance or hindrance by, from or through the
Landlord, its successors or assigns.

      12.   CERTAIN  RIGHTS  RESERVED TO THE LANDLORD.  The Landlord  reserves
the following rights:

            (a)   To name  the  Building  and to  change  the  name or  street
address of the Building.

            (b)   To install and  maintain a sign or signs on the  exterior or
interior of the Building.

            (c) To designate all sources furnishing sign painting and lettering,
ice, drinking water, towels, toilet supplies, shoe shining, vending machines,
mobile vending service, catering, and like services used on the Premises.

            (d) During the last ninety (90) days of the Term, if during or prior
to that time the Tenant vacates the Premises, to decorate, remodel, repair,
alter or otherwise prepare the Premises for re-occupancy, without affecting
Tenant's obligation to pay rental for the Premises.

            (e)   To constantly have pass keys to the Premises.

            (f) On reasonable prior notice to the Tenant, to exhibit the
Premises to prospective tenants during the last twelve (12) months of the Term,
and to any prospective purchaser, mortgagee, or assignee of any mortgage of the
Property and to others having a legitimate interest at any time during the Term,

            (g) At any time in the event of an emergency, otherwise at
reasonable times, to take any and all measures, including inspections, repairs,
alterations, additions and improvements to the Premises or to the Building, as
may be necessary or desirable for the safety, protection or preservation of the
Premises or the Building or the Landlord's interests, or as may
<PAGE>

be necessary or desirable in the operation or improvement of the Building or in
order to comply with all laws, orders and requirements of governmental or other
authority.

            (h) To install vending machines of all kinds in the Premises, and to
provide mobile vending service therefor, and to receive all of the revenue
derived therefrom, provided, however, that no vending machines shall be
installed by Landlord in the Premises nor shall any mobile vending service be
provided therefor, unless Tenant so requests,

      13. ESTOPPEL CERTIFICATE BY TENANT. The Tenant agrees that from time to
time upon not less than ten (10) business days' prior request by the Landlord,
the Tenant will deliver to the Landlord a statement in writing certifying (a)
that this Lease is unmodified and in full force and effect (or if there have
been modifications that the same is in full force and effect as modified and
identifying the modifications), (b) the Commencement Date, Termination Date, and
the dates to which the Rent and other charges have been paid, and (c) that, to
the best knowledge of the person making the certificate knows, the Landlord is
not in default under any provision of this Lease, and, if the Landlord is in
default, specifying each such default of which the person making the certificate
may have knowledge, it being understood that any such statement so delivered may
be relied upon by the Landlord, any landlord under any ground or underlying
lease, or any prospective purchaser, mortgagee, or any assignee of any mortgage
on tile Property. Tenant also shall include or confirm in any such statement
such other information concerning this Lease as Landlord may reasonably request.

      14. WAIVER OF CLAIMS, INDEMNITY, WAIVER OF SUBROGATION. The Tenant, to the
extent permitted by law, expressly, knowingly and voluntarily waives and
releases any claims it may have against the Landlord, and against the Landlord's
agents, employees and contractors, for theft or damage to property (including
business interruption of Tenant's Business) or injury to person sustained by the
Tenant or by any occupant of the Premises, or by any other person, as a result
of the acts or omissions of Landlord or Landlord's employees, agents, or
contractors (including as a result of the negligence of Landlord or its
employees, agents, or contractors). Without limiting the foregoing, Tenant
waives any claims against Landlord as a result of any part of the Property or
any equipment or appurtenances becoming out of repair, or resulting from any
accident in or about the Property or resulting directly or indirectly from any
act or neglect of any tenant or occupant of any part of the Property or of any
other person. This provision shall apply especially (but not exclusively) to
damage caused by water, frost, weather, steam, sewerage, electricity, gas, sewer
gas or odors, or by the bursting or leaking of pipes or plumbing work, and shall
apply equally whether such damage is caused or occasioned by anything or
circumstance above-mentioned or referred to, or by any other thing or
circumstance whether of a like or wholly different nature. If any damage to the
property results from any act or neglect of the Tenant or Tenant's agents,
employees or invitees, the Landlord may, at the Landlord's option, repair such
damages and the Tenant shall thereupon pay to the Landlord the total cost of
such repair. All personal property belonging to the Tenant or any occupant of
the Premises that is in or on any part of the Property shall be there at the
risk of the Tenant or of such other person only, and the Landlord, its agents
and employees shall not be liable for any damage thereto or for the theft or
misappropriation thereof. Notwithstanding any other provision of this Lease to
the contrary, no term or condition of this Lease shall be construed
<PAGE>

or interpreted as a waiver, either expressed or implied, of any of the
immunities, rights, benefits or protection provided to Lessor under the Colorado
Governmental Immunity Act, 24-10-101 et seq., C.R.S., as amended (including,
without limitation, any amendments to such statute, or under any similar statute
which is subsequently enacted). The parties hereto understand and agree that
liability for claims for injuries to persons or property arising out of the
negligence of the State of Colorado, its departments, institutions, agencies,
boards, officials and employees is controlled and limited by the provisions of
24-10-101, et seq., C.R.S., as amended. Any provision of this Lease, whether or
not incorporated herein by reference, shall be controlled, limited and otherwise
modified so as to limit any such liability of Landlord to the above cited laws.

            The Tenant agrees to hold the Landlord harmless and indemnified
(including reasonable attorney fees) against claims and liability for injuries
to all persons and for damage to or loss of property occurring in or about the
Property, due to any act of negligence or default under this Lease by the
Tenant, its contractors, agents, employees, invitees, or those on the Property
by or through Tenant. Tenant agrees that in the event Tenant shall have any
claim against Landlord under the Lease or arising out of the subject matter of
the Lease, as amended from time to time, Tenant's sole recourse shall be against
the Landlord's interest in the Building, for the satisfaction of any claim,
judgment or decree requiring the payment of money by Landlord as a result of a
breach hereof or otherwise in connection with the Lease, and no other property
or assets of Landlord, its successors or assigns, shall be subject to the levy,
execution or other enforcement procedure for the satisfaction of any such claim,
judgment, injunction or decree. Moreover, Tenant agrees that Landlord shall in
no even and under no circumstances be responsible for any consequential damages
incurred or sustained by Tenant, or its employees, agents, contractors or
invitees as a result of or in any way connected to Tenant's occupancy of the
Premises. Tenant further hereby waives any and all right to assert any claim
against or obtain any damages from, for any reason whatsoever, the agents,
trustees, directors, officers and partners of Landlord including all injuries,
damages or losses to Tenant's property, real and personal, whether known
unknown, foreseen, unforeseen, patent or latent, which Tenant may have against
Landlord or its agents, directors, officers or partners under the Lease or
arising out of the subject matter of the Lease. Tenant understands and
acknowledges the significance and consequence of the waivers and
indemnifications set forth herein. The indemnity and hold harmless obligations
of the Tenant shall survive termination of this Lease.

            To the extent that the Tenant carries insurance coverage, all
policies shall include a clause or endorsement denying the insurer any rights of
subrogation or recovery against the Landlord.

      15. LIABILITY INSURANCE. Tenant shall, at its expense, maintain during the
Term, comprehensive public liability insurance, contractual liability insurance
and broad form property damage insurance under policies issued by insurers of
recognized responsibility, with limits of not less than $2,000,000 for personal
injury, bodily injury, death, or for damage or injury to or destruction of
property (including the loss of use thereof) for any one occurrence. Tenant's
policies shall name Landlord, its agents, servants and employees as additional
insureds. Tenant shall provide, at least ten (10) days prior to the time such
insurance is first required, and
<PAGE>

at least thirty (30) days prior to the expiration of each such policy, a
Certificate of Insurance to Landlord (in a form substantially similar to an
Acord Form 27), without notice. At the option of the Landlord, the originals of
all policies of insurance shall be held by Landlord.

            Every policy shall contain an endorsement requiring thirty (30)
days' written notice from the insurance company to the Landlord before
cancellation or any change in the coverage, scope or amount of any policy and a
clause or endorsement denying the insurer any rights of subrogation or recovery
against Landlord as set forth in Section 14 above.

      16. HOLDING OVER. If the Tenant retains possession of the Premises or any
part thereof after the termination of the Term, the Tenant shall pay the
Landlord Rent at double the monthly rate specified in Section 4 for the time the
Tenant thus remains in possession and, in addition thereto, shall pay the
Landlord for all damages, consequential as well as direct, sustained by reason
of the Tenant's retention of possession. If the Tenant remains in possession of
the Premises, or any part thereof, after the termination of the term, such
holding over shall, at the election of the Landlord expressed in a written
notice to the Tenant and not otherwise, constitute a renewal of this Lease for
one year. The provisions of this Section do not exclude the Landlord's rights of
re-entry or any other right hereunder.

      17.   ASSIGNMENT AND SUBLETTING.

            (a) The Tenant, or any other occupant, shall not, without the
Landlord's prior written consent: (a) assign, convey, mortgage, pledge, encumber
or otherwise transfer (whether voluntarily or otherwise) this Lease or any
interest under it; (b) allow any transfer thereof or any lien upon the Tenant's
interest by operation of law; (c) sublet the Premises or any part thereof, or
(d) permit the use or occupancy of the Premises or any part thereof by any one
other than the Tenant.

            (b) Notwithstanding anything herein to the contrary, if at any time
or from time to time during the Term, Tenant desires to sublet or assign the
Lease with respect to all or part of the Premises, Tenant shall notify Landlord
in writing (hereinafter referred to in this Section as the "Notice") of the
terms of the proposed subletting or assignment and the area proposed to be
sublet or covered by the assignment and shall give Landlord the option to sublet
from Tenant such space (hereinafter referred to as "Sublet Space") at the same
Rent and Additional Rent as Tenant is required to pay to Landlord under this
Lease for the same space, or, at Landlord's option, to terminate this Lease with
respect to the Sublet Space. If the Sublet Space does not constitute the entire
Premises and Landlord exercises its option to terminate this Lease with respect
to the Sublet Space, then as to that portion of the Premises which is not part
of the Sublet Space, this Lease shall remain in full force and effect except
that the Rent and Additional Rent shall be reduced by a fraction, the numerator
of which shall be the rentable square feet of the Sublet Space and the
denominator of which shall be the rentable square feet of the Premises. The
option to sublet, or to terminate this Lease, shall be exercisable by Landlord
in writing within a period of thirty (30) calendar days after receipt of the
Notice,

                  In the event Landlord exercises the option to sublet the
Sublet Space, the term of the subletting from the Tenant to Landlord shall be
the term set forth in the Notice and
<PAGE>

shall be on such terms and conditions as are contained in this Lease to the
extent applicable, except that the Landlord shall have the right to further
sublet the Sublet Space, in its sole and absolute discretion.

                  If Landlord fails to exercise either of its options within the
said thirty (30) day period, the Tenant may submit to Landlord within twenty
(20) days after said period a copy of the proposed assignment or sublease and
such information concerning the proposed assignment or sublease as may be
requested by Landlord for Landlord's review. If Landlord, in its sole
discretion, approves in writing the terms of the proposed assignment or sublease
and the proposed assignee or sublessee but a fully executed counterpart of such
assignment or sublease is not delivered to Landlord within sixty (60) days after
the date of Landlord's approval, then Landlord's approval of the proposed
assignment or sublease shall be deemed null and void and Tenant shall again
comply with all the conditions of this Section as if the Notice and options
hereinabove referred to had not been given and received.

            (c)   Assignment  under the Lease.  The following  shall be deemed
to be an assignment under this Lease:

                  (i) the sale, transfer or creation of a total of more than
      Fifty Percent (50%) of the shares of the stock of a corporation, or more
      than Fifty Percent (50%) of the ownership interests of any other type of
      entity which is then the Tenant under this Lease, including, but not
      limited to, general partnerships, limited partnerships, limited liability
      partnerships, limited liability limited partnerships, limited liability
      companies, and limited partnership associations; or

                  (ii)  the merger of the  Tenant  with  another  entity
      whereby the Tenant is not the surviving entity; or

                  (iii) the   conversion  of  the  Tenant  into  another
      entity; or

                  (iv)  if  the   Tenant   is  a  general   or   limited
      partnership,  its  registration  with the  Colorado  Secretary  of
      State's office pursuant to C.R.S. Section 7-60-144; or

                  (v) if the Tenant is a general or limited partnership formed
      on or before December 31, 1997, its election to be governed by C.R.S.
      Section 7-64-101 et seq.

                  (vi) provided that, notwithstanding the foregoing subsections
      of the Section 17(c), a sale or transfer of more than 50% of the shares of
      the stock of Tenant, or a merger of Tenant with or into another firm or
      entity, shall not be deemed to be an assignment under this Section 17 (and
      no consent of the Landlord shall be required) if the Tenant (or the entity
      with which Tenant merges) has immediately after giving effect to the
      transaction in question, a net worth (as determined under GAAP) of at
      least $50 million and Tenant (or the entity with
<PAGE>

     which Tenant merges) consents to and is bound by all the terms and
     conditions of this Lease.

            (d) Tenant agrees to pay to Landlord, on demand, reasonable costs
incurred by Landlord in connection with any request by Tenant for Landlord to
consent to an assignment or subletting by Tenant.

            (e) If Landlord fails to exercise either of its options under
Subsection (b) above, and if this Lease is assigned or if the Premises or any
part thereof is sublet or occupied by anybody other than Tenant, Tenant shall
pay to Landlord, as Additional Rent, all of the Excess Sublease Rent (as
hereinafter defined) less the reasonable and customary out-of-pocket transaction
costs incurred by Tenant in connection with such subletting or assignment,
including attorney's fees, brokerage commissions, and alteration costs (which
transaction costs shall be amortized on a straight-line basis over the sublease
or assignment term). Excess Sublease Rent shall include all rents, additional
charges, and any and all other consideration payable to Tenant by the subtenant
or assignee for or by reason of such sublease or assignment and which are, in
the aggregate, in excess of the rent payable under this Lease for the subleased
or assigned space during the term of the sublease or assignment, and shall
include but not be limited to any sums paid for the sale or rental of Tenant's
fixtures, leasehold improvements, equipment, furniture, furnishings, or other
personal property, and sums paid for services provided by Tenant to such
subtenant (including, without limitation, secretarial, word-processing,
receptionist, conference room, library, etc.).

                  Any amounts payable by Tenant under this Subsection (e) shall
be paid by Tenant to Landlord as and when amounts on account thereof are due or
paid, whichever occurs first, by any subtenant or assignee to Tenant, and Tenant
agrees to promptly advise Landlord thereof and furnish such information and
documentation with regard thereto as Landlord may request from time to time.

                  Landlord shall have the right at any time and from time to
time upon prior notice to Tenant to audit and inspect Tenant's books, records,
accounts, and federal income tax returns to verify the determination of
Additional Rent payable under this section.

            (f) If this Lease is assigned or if the Premises or any part thereof
is sublet or occupied by anybody other than Tenant, Landlord may, after default
by Tenant, collect rent from the assignee, subtenant or occupant, and apply the
net amount collected to the Rent and Additional Rent herein reserved, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver of
any of Tenant's covenants contained in this Lease or the acceptance of the
assignee, subtenant or occupant as Tenant, or a release of Tenant from further
performance by Tenant of covenants on the part of Tenant herein contained.

            (g) Any consent by Landlord to a particular assignment or sublease
shall not constitute Landlord's consent to any other or subsequent assignment or
sublease. Any assignment, subletting, or occupancy without Landlord's prior
written consent shall be voidable by Landlord and shall, at the option of
Landlord, constitute an Event of Default (as defined in Section 23 hereof) under
this Lease.
<PAGE>

            (h) In the event of a permitted subletting or assignment, any and
all allowances, concessions and options set forth in this Lease shall, effective
as of the date of the subletting or assignment, be deemed null and void, it
being understood that said allowances, concessions and options were solely for
the benefit of the original Tenant. In no event shall this be deemed to
retroactively void any allowances or concessions disbursed prior to the
subletting or assignment.

            (i) In no event may Tenant sublet or assign or be permitted to
sublet or assign by operation of law or otherwise all or any portion of the
Premises to any existing tenant or subtenant of the Building, or any other
Building in metropolitan Denver then owned by Landlord. It is understood and
agreed that said subletting or assignment would damage Landlord in an amount
which would be difficult to determine and the parties hereby agree that any such
subletting or assignment shall be void and of no further force and effect and
that Tenant shall be liable to Landlord for damages in an amount equal to the
then prevailing market rental rate for the Building in which the subtenant or
assignee was located, for new leases multiplied by the number of rentable square
feet in the Premises which were sublet or assigned, which give a per annum
rental amount, which amount shall be multiplied by the number of lease years of
the sublease or assignment, pro rata for any partial year. Said amount shall be
due and payable upon demand from Landlord and shall be in addition to and not in
limitation of any other rights or other remedies of Landlord under this Lease
for default.

            (j) In no event may Tenant assign this Lease or sublet all or any
portion of the Premises to any person or entity with whom Landlord, or its
agent, is or was negotiating and to or from whom Landlord, or its agent, has
given or received any written or oral proposal within the past twelve (12)
months regarding a lease of space in the Building.

            (k) In no event may Tenant assign this Lease or sublet all or any
portion of the Premises nor is any proposed assignment or sublease effective if
there exists at the time of the proposed assignment or sublease an Event of
Default under the Lease (as defined in Section 23 hereof) or Tenant has failed
to pay Rent when, due.

            (l) Tenant shall not publicly advertise the rate for which Tenant is
willing to sublet or assign the space; and all public advertisements of the
assignment of the Lease or sublet of Premises, or any portion thereof, shall be
subject to the prior written approval of Landlord. Said public advertisements
shall include, but not be limited to, the placement or display of any signs or
lettering on the exterior of the Premises, or on the glass or any window or door
of the Premises, or in the interior of the Premises if it is visible from the
exterior.

            (m) The listing of any name other than that of Tenant, whether on
the doors of the Premises or the Building directory or otherwise, or the
acceptance of payment for Rent or other charges from any person or entity other
than Tenant, shall not operate to vest any right or interest in this Lease or in
the Premises, nor shall it be deemed to be the consent of Landlord to any
assignment or transfer of this Lease or to any sublease of the Premises or to
the use or occupancy thereof by others.
<PAGE>

      18. CONDITION OF PREMISES. Tenant's taking possession of the Premises
shall be conclusive evidence as against the Tenant that the Premises were in
good order and satisfactory condition when the Tenant took possession, except as
to latent defects. No promise of the Landlord to alter, remodel, repair or
improve the Premises or the Building and no representation respecting the
condition of the Premises or the Building have been made by Landlord to Tenant,
other than the Workletter Agreement, attached hereto as Exhibit "C". At the
termination of this Lease, the Tenant shall return the Premises broom-clean and
in as good condition as when the Tenant took possession; (i) ordinary wear or
(ii) damage caused by fire or other casualty not caused by Tenant or Tenant's
agents, employees or invitees excepted, failing which the Landlord may restore
the Premises to such condition and the Tenant shall pay the cost thereof on
demand. However, Tenant shall remain liable to return the Auxiliary Sprinkler
System to building standard condition as set forth in Section 8 above.

      19. RULES AND REGULATIONS. The Tenant agrees to comply with the following
rules and regulations and with such reasonable modifications thereof and
additions thereto as the Landlord may hereafter from time to time make for the
Building. The Landlord shall not be responsible for the non-observance by any
other tenant of any said rules and regulations:

            (a) The Tenant shall occupy and use the Premises during the Term for
general office and no other purpose whatsoever.

            (b) The Tenant shall not exhibit, sell or offer for sale on the
Premises or in the Building any article or thing except those articles and
things essentially connected with the stated use of the Premises by the Tenant
without the advance consent of the Landlord.

            (c) The Tenant will not make or permit to be made any use of the
Premises or any part thereof which would violate any of the covenants,
agreement, terms, provisions and conditions of this Lease or which directly or
indirectly is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb, or property, or which may invalidate or
increase the premium cost of any policy of insurance carried on the Building or
covering its operation, or which will suffer or permit the Premises or any part
thereof to be used in any manner or anything to be brought into or kept therein
which, in the judgment of Landlord, shall in any way impair or tend to impair
the character, reputation or appearance of the Property as a high quality office
building, or which will impair or interfere with or tend to impair or interfere
with any of the services performed by Landlord for the Property. Bicycles or
other vehicles shall not be permitted in the offices, halls, corridors and
elevators in the Building, nor shall any obstruction of sidewalks or entrances
of the Building by such be permitted.

            (d) The Tenant shall not display, inscribe, print, paint, maintain
or affix on any place in or about the Building any sign, notice, legend,
direction, figure or advertisement, except on the designated areas of the
Premises and on the Directory Board, and then only such name(s) and matter, and
in such color, size, style, place and materials, as shall first have been
approved by the Landlord. The listing of any name other than that of Tenant,
whether on the door of the Premises, on the Building directory, or otherwise,
shall not operate to vest any right
<PAGE>

or interest in this Lease or in the Premises or be deemed to be the written
consent of Landlord mentioned in Section 17, it being expressly understood that
any such listing is a privilege extended by Landlord revocable at will by
written notice to Tenant.

            (e) The Tenant shall not advertise the business, profession or
activities of the Tenant conducted in the Building in any manner which violates
the letter or spirit of any code of ethics adopted by any recognized association
or organization pertaining to such business, profession or activities, and shall
not use the name of the Building for any purposes other than that of the
business address of the Tenant, and shall never use any pictures or likeness of
the Building in any circulars, notices, advertisements or correspondence without
the Landlord's consent.

            (f) No additional locks or similar devices shall be attached to any
door or window without Landlord's prior written consent. No keys for any door
other than those provided by the Landlord shall be made. Tenant will be
supplied, free of charge, with two keys for the main door entering the Premises.
If more than two keys for one lock are desired, the Landlord will provide the
same upon payment by the Tenant. All keys shall remain the property of the
Landlord and must be returned to the Landlord at the expiration or termination
of this Lease. Tenant shall also provide Landlord the explanation of the
combination to all locks for safes, safe cabinets and vault doors, if any, in
the Premises,

            (g) The Tenant shall not make any alterations, improvements or
additions to the Premises including, but not limited to, wall coverings, floor
coverings and special lighting installations, without the Landlord's advance
written consent in each and every instance. In the event Tenant desires to make
any alterations, improvements or additions, Tenant shall first submit to
Landlord plans and specifications therefor and obtain Landlord's written
approval thereof prior to commencing any such work. All alterations,
improvements or additions, whether temporary or permanent in character, made by
Landlord or Tenant in or upon the Premises shall become Landlord's property and
shall remain upon the Premises at the termination of this Lease without
compensation to Tenant (excepting only Tenant's movable office furniture, trade
fixtures, office and professional equipment) provided, however, that Landlord
shall have the right to require Tenant to remove such alterations, improvements
or additions, at Tenant's cost, upon the termination of this Lease and to repair
any damage to the Premises resulting therefrom.

            (h) Neither Tenant, its clerks, agents or servants, shall bring into
the Building, without written consent, and under the direction of Landlord, gas
pipes or any telephone, telegraph or electric wires for any purpose.

            (i) All persons entering or leaving the Building after hours on
Monday through Friday, or at any time on Saturdays, Sundays or holidays, may be
required to do so under such regulations as the Landlord may impose. The
Landlord may exclude or expel any peddler.

            (j) The Tenant shall not overload any floor. The Landlord may direct
the time and manner of delivery, routing and removal, and the location of safes
and other heavy articles.
<PAGE>

            (k) Unless the Landlord gives advance written consent, the Tenant
shall not install or operate any steam or internal combustion engine, boiler,
machinery, refrigerating or heating device or air-conditioning apparatus in or
about the Premises, or carry on any mechanical business therein, or use the
Premises for housing accommodations or lodging or sleeping purposes, or do any
cooking therein, or use any illumination or other electric light, or use or
permit to be brought into the Building any inflammable fluids such as gasoline,
kerosene, naphtha, and benzene, or any explosives, radioactive materials or
other articles deemed extra hazardous to life, limb or property except in a
manner which would not violate any ordinance or governmental regulations. The
Tenant shall not use the Premises for any illegal or immoral purpose.

            (l) The Tenant shall cooperate fully with the Landlord to assure the
effective operation of the Building's air-conditioning system, including the
closing of venetian blinds and drapes, and if windows are operable to keep them
closed when the air-conditioning system is in use.

            (m) The Tenant shall not contract for or perform any work or service
which might involve the employment of labor incompatible with the Building
employees or employees of contractors doing work or performing services by or on
behalf of the Landlord.

            (n) No freight, furniture, packages of bulky matter of any
description will be received in the Building or carried up or down in the
elevators except during such hours as the management may prescribe.

            (o) The sidewalk, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by the Tenant or used for any purpose other
than for ingress to and egress from its Premises. The halls, passages, exits,
entrances, elevators, stairways and roof are not for the use of the general
public and the Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence, in the judgment of the
Landlord, shall be prejudicial to the safety, character, reputation and
interests of the Building and its tenants, provided that nothing herein
contained shall be construed to prevent such access to persons with whom the
Tenant normally deals in the ordinary course of Tenant's business unless such
persons are engaged in illegal activities. No tenant and no employees or
invitees or any tenant shall go upon the roof or mechanical floors of the
Building.

            (p) Tenant shall not use, keep or permit to be used or kept any foul
or noxious gas or substance in the Premises, or permit or suffer the Premises to
be occupied or used in a manner offensive or objectionable to the Landlord or
other occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals other than guide dogs for disabled visitors or employees or
birds be brought in or kept in or about the Premises or the Building.

            (q) Tenant shall see that the doors, and windows, if operable, of
the Premises are closed and securely locked before leaving the Building and must
observe strict care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the Building, and
that all electricity shall likewise be carefully shut off so as to
<PAGE>

prevent waste or damage, and for any default or carelessness Tenant shall make
good all injuries or losses sustained by other tenants or occupants of the
Building or Landlord.

            (r) Tenant shall not allow its employees or invitees to smoke in the
Premises or the Building unless the areas have been designated as smoking areas
by Landlord.

            In addition to all other liabilities for breach of any covenant of
this Section, the Tenant shall pay to the Landlord an amount equal to any
increase in insurance premiums payable by the Landlord or any other tenant in
the Building caused by such breach.

      20. REPAIRS. Tenant shall give to Landlord prompt written notice of any
damage to, or defective condition in any part or appurtenance of the Building's
plumbing, electrical, heating, air-conditioning or other systems serving,
located in, or passing through the Premises. Subject to the provisions of this
Section 20, the Tenant shall, at the Tenant's own expense, keep the Premises in
good order, condition and repair during the Term, except that the Landlord, at
the Landlord's expense (unless caused by the fault or negligence of the Tenant,
its contractors, agents, or employees) shall keep in repair the elevators,
electrical lines, plumbing fixtures located in the Building (except those
installed by Tenant) heating and air-conditioning equipment, outside walls,
including windows, and roof. The Tenant at the Tenant's expense, shall comply
with all laws and ordinances, and all rules and regulations of all governmental
authorities and of all insurance bodies at any time in force, applicable to the
Premises or to the Tenant's use thereof, except that the Tenant shall not hereby
be under any obligation to comply with any law, ordinance, rule or regulation
requiring any structural alteration of or in connection with the Premises,
unless such alteration is required by reason of a condition which has been
created by, or at the instance of, the Tenant, or is required by reason of a
breach of any of the Tenant's covenants and agreements hereunder. Landlord shall
not be required to repair any injury or damage by fire or other cause, or to
make any repairs or replacements of any panels, decoration, office fixtures,
railing, ceiling, floor covering, partitions, or any other property installed in
the Premises by the Tenant.

      21. UNTENANTABILITY. If the Premises are made untenantable in whole or in
part by fire or other casualty the Rent, until repairs shall be made or the
Lease terminated as hereinafter provided, shall be apportioned on a per them
basis according to the part of the Premises which is usable by the Tenant, if,
but only if, such fire or other casualty be not caused by the fault or
negligence of the Tenant, its contractors, agents, or employees. If such damage
shall be so extensive that the Premises cannot be restored to Building Standard
by the Landlord within a period of four (4) months, either party shall have the
right to cancel this Lease by notice to the other given at any time within
thirty (30) days after the date of such damage, except that if such fire or
casualty resulted from the Tenant's fault or negligence the Tenant shall have no
right to cancel. If a portion of the Building other than the Premises shall be
so damaged that in the opinion of the Landlord the Building should be restored
in such a way as to alter the Premises materially, the Landlord may cancel this
Lease by notice to the Tenant given at any time within thirty (30) days after
the date of such damage. In the event of giving effective notice pursuant to
this Section, this Lease and the term and the estate hereby granted shall expire
on the date fifteen (15) days after the giving of such notice as fully and
completely as if such date were the date
<PAGE>

hereinbefore set for the expiration of the Term of this Lease. If this Lease is
not so terminated, the Landlord will promptly repair the damage; however, no
damage, compensation, or claim shall be payable by Landlord for any
inconvenience, loss of business or annoyance arising from the fire or casualty
or from any repair or restoration of any portion of the Premises or the
Building.

      22.   EMINENT DOMAIN.

            (a) In the event that title to the whole or any part of the Premises
shall be lawfully condemned or taken in any manner for any public or
quasi-public use, this Lease and the term and estate hereby granted shall
forthwith cease and terminate as of the date of vesting of title and the
Landlord shall be entitled to receive the entire award, the Tenant hereby
assigning to the Landlord the Tenant's interest therein, if any.

            (b) In the event that title to a part of the Building other than the
Premises shall be so condemned or taken and if in the opinion of the Landlord,
the Building should be restored in such a way as to alter the Premises
materially, the Landlord may terminate this Lease and the term and estate hereby
granted by notifying the Tenant of such termination within sixty (60) days
following the date of vesting of title, and this Lease and the term and estate
hereby granted shall expire on the date specified in the notice of termination,
not less than sixty (60) days after the giving of such notice, as fully and
completely as if such date were the date hereinbefore set for the expiration of
the Term of this Lease, and the Rent hereunder shall be apportioned as of such
date.

      23. TENANT'S DEFAULT AND LANDLORD'S REMEDIES. All rights and remedies of
the Landlord herein enumerated shall be cumulative, and none shall exclude any
other right or remedy allowed by law. In addition to the other remedies in this
Lease provided, the Landlord shall be entitled to restraint by injunction of the
violation or attempted violation of any of the covenants, agreements or
conditions of this Lease.

            (a) Any one of the following events shall be deemed to be an "Event
of Default" by Tenant under this Lease:

                  (i) Tenant fails to pay any installment of Annual Basic Rent
      or Additional Rent when due, or any other payment or reimbursement to
      Landlord required herein when due, and such failure shall continue for a
      period of five (5) days from the date such payment was due;

                  (ii) Tenant defaults in the prompt and full performance of any
      other provision of this Lease and such default continues for twenty (20)
      days after notice from Landlord to Tenant; or, if such breach or
      noncompliance cannot be reasonably cured within such twenty (20) day
      period, Tenant does not, in good faith, commence to cure such breach or
      noncompliance within such twenty (20) day period;
<PAGE>

                  (iii) If the Tenant shall (a) apply for consent to the
      appointment of a receiver, trustee or liquidator of the Tenant or of all
      or a substantial part of its assets; (b) admit in writing its inability to
      pay its debts as they come due; (c) make a general assignment for the
      benefit of creditors; (d) file a petition or any answer seeking
      reorganization or arrangement with creditors or to take advantage of any
      insolvency law other than the Federal Bankruptcy Code; (e) file an answer
      admitting the material allegations of a petition filed against the Tenant
      in any reorganization or insolvency proceeding, other than a proceeding
      commenced pursuant to the Federal Bankruptcy Code, or if any order,
      judgment or decree shall be entered by any court of competent
      jurisdiction, except for a bankruptcy court or a federal court sitting as
      a bankruptcy court, adjudicating the Tenant insolvent or approving a
      petition seeking reorganization of the Tenant or appointing a receiver,
      trustee or liquidator of the Tenant or of all or a substantial part of its
      assets; or (f) make a transfer in fraud of creditors, then in any such
      events, in addition to other rights provided for herein, Landlord may give
      to the Tenant a notice of intention to end the Term of this Lease,
      specifying a day not earlier than ten (10) days thereafter, and upon the
      giving of such notice the Term of this Lease and all rights, title and
      interest of the Tenant hereunder shall expire as fully and completely on
      the day so specified as if that day were the date herein specifically
      fixed for the expiration of the Term;

                  (iv)  Tenant shall  abandon or vacate any  substantial
      portion of the Premises;

                  (v) Tenant's interest under this Lease or in the Premises is
      transferred or passes to, or devolves upon, any other person or entity in
      violation of Section 17 of this Lease; or

            (vi) Tenant shall fail to discharge any lien placed upon the
      Premises or upon Tenant's interest in the Premises by any creditor and
      such lien is not discharged or disposed of in accordance with this Lease.

            (b) Upon the occurrence of any of such Event of Default described
herein, Landlord shall have the option to pursue any or all of the following
remedies:

                  (i) If Tenant fails to make any payment or perform any other
      act on its part to be made or performed under this Lease, the Landlord
      may, but shall not be obligated to, after reasonable notice to Tenant and
      without waiving or releasing the Tenant from any obligation under this
      Lease, make such payment or perform such other act to the extent the
      Landlord may deem desirable, and in connection therewith to pay expenses
      and employ counsel. The Tenant agrees to pay reasonable attorney's fees if
      legal action is required to enforce performance by Tenant of any
      condition, obligation or requirement hereunder. All sums so paid by the
      Landlord and all expenses in connection therewith, together with interest
      thereon at the rate of Twelve Percent (12%) per annum from the date of

<PAGE>

      payment, shall be deemed Additional Rent hereunder and payable at the time
      of any installment of Rent thereafter becoming due, and the Landlord shall
      have the same rights and remedies for the non-payment thereof, or of any
      other Additional Rent, as in the case of default in the payment of Rent.

                  (ii) Terminate this Lease by giving to the Tenant a notice of
      intention to end the Term of this Lease, specifying a day not earlier than
      three (3) days thereafter, and, upon the giving of such notice, this Lease
      shall terminate on the day so specified, except as to Tenant's liability
      to pay rent and other charges for the remaining Term of this Lease,
      together with all arrearages, whereupon Tenant shall immediately surrender
      possession of the Premises to Landlord, and hereby grants to the Landlord
      full and free license to enter into and upon the Premises in such event
      with or without process of law and to repossess the Premises as the
      Landlord's former estate and, if Tenant fails so to do, Landlord may,
      without prejudice to any other remedy which it may have for possession or
      arrearages in Annual Base Rent, Additional Rent, or other charges, enter
      upon and take possession of the Premises and expel or remove Tenant, as
      well as any other person who may be occupying such Premises or any part
      thereof, by force if necessary, including removal of all personal property
      therein, without being liable for prosecution or any claim of damages
      therefor, and change the locks on the Premises.

                  (iii) If the Tenant abandons or fails to operate in the
      Premises or the Landlord otherwise becomes entitled so to elect, and the
      Landlord elects, without terminating the Lease, to endeavor to relet the
      Premises, the Landlord may, at the Landlord's option, enter into the
      Premises, remove the Tenant's signs, personal property, and other evidence
      of tenancy, and take and hold possession thereof, without such entry and
      possession terminating the Lease or releasing the Tenant, in whole or in
      part, from the Tenant's obligation to pay the Rent hereunder for the full
      Term as provided in the Lease. Upon and after entry into possession
      without termination of the Lease, the Landlord may relet the Premises or
      any part thereof for the account of the Tenant to any person, firm or
      corporation other than the Tenant for such rent, for such time and upon
      such terms as the Landlord shall determine to be reasonable. In any such
      case, the Landlord may make repairs, alterations and additions in or to
      the Premises and redecorate the same to the extent deemed by the Landlord
      necessary or desirable.

            (c) If this Lease is terminated under the provisions of Section
23(b)(ii) or if the Landlord shall reenter the Premises under the provisions of
Section 23(b)(iii), or in the event of the termination of this Lease, or of
reentry, by or under any summary or other proceeding or action of any provision
of law by reason of default hereunder on the part of the Tenant, Tenant shall
pay to Landlord as damages in an amount equal to the Rent and other sums which
would have been owed by Tenant hereunder for the balance of the Term, less the
net proceeds, if any, of any reletting of the Premises by Landlord, after
deducting all Landlord's expenses in connection with such reletting, including,
but without limitation, all repossession costs, brokerage
<PAGE>

commissions, legal expenses, attorneys' fees, expenses of employees, alteration
and repair costs, and expenses of preparation for such reletting of the
Premises, As used herein, the phrase "Preparation for such Reletting" shall mean
restoring the Premises to a condition that is suitable for a new tenant,
including any and all costs for tenant finish work for a new tenant. Landlord
shall be entitled to collect such damages from Tenant monthly on the days on
which the Rent and other amounts would have been payable under this Lease, and
Landlord shall be entitled to receive the same from Tenant on each such day.
Alternatively, at the option of Landlord, Landlord shall be entitled to recover
forthwith against Tenant, as damages for the loss of the bargain and not as a
penalty: (i) the worth at the time of award of any unpaid Rent and other sums
due and payable which had been earned prior to return of possession of the
Premises to Landlord; plus (ii) the worth at the time of award of the amount of
unpaid Rent and other sums which would have been payable after the date of
return of possession of the Premises until the time of award which exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided
by Landlord; plus (iii) the worth at the time of award of the amount by which
the unpaid Rent including sums for estimated Operating Costs which would have
been incurred and any other sums due for the balance of the Term after the time
of award that exceeds the amount that Tenant proves could be reasonably avoided
by Landlord; plus (iv) any other amounts to compensate Landlord for the
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease, or which, in the ordinary course of things, would be likely to
result therefrom, including, without limitation, any costs or expenses incurred
by Landlord: (i) in retaking possession of the Premises; (ii) in maintaining,
repairing, preserving, restoring, replacing, cleaning, altering or
rehabilitating the Premises or any portion thereof, including such acts for
reletting to a new tenant or tenants; (iii) for leasing commissions; or (iv) for
any other costs necessary or appropriate to relet the Premises; plus (v) at
Landlord's election, such other amounts and remedies in addition to or in lieu
of the foregoing as may be permitted from time to time by the laws of the State
of Colorado.

                  The "worth at the time of award" of the amounts due prior to
the date of the award is computed by allowing interest compounded annually, at
Twelve Percent (12%), on all unpaid Rent and other sums due and payable. The
"worth at the time of award" of the amounts due after the date of the award is
computed by discounting such amount at the discount rate equal to the prime rate
charged from time to time by Norwest Bank, N.A., in Denver, Colorado, or its
successor(s).

            (d) Tenant agrees it would be difficult for the Landlord to prove
the amount of damages it will incur as a result of any breach of the Lease by
Tenant. Tenant hereby agrees that providing for the above liquidated sums in
addition to, and not in lieu of, other amounts due and owing amount to a
reasonable sum due and owing the Landlord in the event of a breach of this Lease
by Tenant.

            (e) Any and all property which may be removed from the Premises by
the Landlord pursuant to the authority of the Lease or of law, to which the
Tenant is or may be entitled, may be handled, removed or stored by the Landlord
at the risk, cost and expense of the Tenant, and the Landlord shall in no event
be responsible for the value, preservation or safekeeping thereof. The Tenant
shall pay to the Landlord, upon demand, any and all expenses
<PAGE>

incurred in such removal and all storage charges against such property so long
as the same shall be in the Landlord's possession or under the Landlord's
control. Any such property of the Tenant not removed from the Premises or
retaken from storage by the Tenant within thirty (30) days after the end of the
Term or of the Tenant's right to possession of the Premises, however terminated,
shall be conclusively deemed to have been forever abandoned by the Tenant and
either may be retained by Landlord as its property or may be disposed of in such
manner as Landlord may see fit.

      24.   LATE PAYMENTS; INTEREST AND LATE CHARGES.

            (a) Any amount due from Tenant to Landlord which is not paid when
due shall bear interest at the rate of Twelve Percent (12%) from the date such
payment is due until paid, except that amounts spent by Landlord on behalf of
Tenant shall bear interest at such rate from the date of disbursement by
Landlord.

            (b) Tenant hereby acknowledges that in addition to lost interest,
the late payment by Tenant to Landlord of rent or any other sums due hereunder
will cause Landlord to incur other costs not contemplated in this Lease, the
exact amount of which will be extremely difficult and impracticable to
ascertain. Such other costs include, but are not limited to, processing,
administrative and accounting costs. Accordingly, if any installment of rent or
any additional rent or other sum due from Tenant shall not be received by
Landlord within five (5) days after such amount shall be due, Tenant shall pay
to Landlord a late charge equal to ten percent (10%) of such overdue amount. The
parties hereby agree that (i) such late charge represents a fair and reasonable
estimate of the costs Landlord will incur in processing such delinquent payment
by Tenant, (ii) such late charge shall be paid to Landlord as liquidated damages
for each delinquent payment, and (iii) the payment of the late charges and the
payment of interest is to compensate Landlord for the use of Landlord's money by
Tenant, while the payment of the late charges is to compensate Landlord for the
additional administrative expense incurred by Landlord in handling and
processing delinquent payments

            (c) Following each second consecutive late payment of rent, Landlord
shall have the option (i) to require that beginning with the first payment of
rent next due, rent shall not longer be paid in monthly installments but shall
be payable quarterly three (3) months in advance and/or (ii) to require that the
Tenant increase the amount, if any, of the Security Deposit required under
Section 33 below by one hundred percent (100%), which additional Security
Deposit shall be retained by Landlord, and may be applied by Landlord, in the
manner provided in Section 33.

            (d) Neither assessment nor acceptance of interest or late charges by
Landlord shall constitute a waiver of Tenant's default with respect to such
overdue amount, nor prevent Landlord from exercising any of its other rights and
remedies under this Lease. Nothing contained in this Section shall be deemed to
condone, authorize, sanction or grant to Tenant an option for the late payment
of rent, additional rent or other sums due hereunder, and Tenant shall be deemed
in default with regard to any such payments should the same not be made by the
date on which they are due.
<PAGE>


      25. SALE AND ASSIGNMENT. Landlord shall have full right to sell or assign
its interest and rights to this Lease to any other person, firm or corporation
capable of accepting such sale or assignment. In the event that the purchaser or
assignee expressly covenants and agrees to accept and assume all the covenants,
conditions and stipulations of the Lease and to comply with and be bound
thereby, and to assume all liability of Landlord theretofore or thereafter
arising, then Landlord shall thereupon be released from all liability under this
Lease, and thereafter all liability in respect thereof shall rest upon the
assignee alone. Any purchaser or assignee from Landlord may, subject to the
provision hereof and upon the same terms and conditions, sell or assign his or
its interest in and rights to this lease and like subsequent assignments may be
made from time to time by anyone at any time owning such interest in and rights
to this lease.

      26. SUBORDINATION OF LEASE. The rights of the Tenant under this Lease
shall be and are subject and subordinate at all times to the lease between The
Auraria Foundation and Landlord, all ground leases, and/or underlying leases, if
any, now or hereafter in force against the Property, and to the lien of any
mortgage or mortgages now or hereafter in force against such leases and/or the
Property, and to all advances made or hereafter to be made upon the security
thereof, and to all renewals, modifications, consolidations, replacements and
extensions thereof. This Section is self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute such further instruments as may be requested by the
Landlord. The Tenant hereby irrevocably appoints the Landlord as
attorney-in-fact for the Tenant with full power and authority to execute and
deliver in the name of the Tenant any such instrument or instruments. Tenant, at
the option of any mortgagee, agrees to attorn to such mortgagee in the event of
a foreclosure sale or deed in lieu thereof.

      27. NOTICES AND CONSENTS. All notices, demands, requests, consents or
approvals which may or are required to be given by either party to the other
shall be in writing and shall be deemed given when sent and received (a) when
actually hand delivered, or three (3) business days after sending by United
States Certified or Registered Mail, postage prepaid, (a) if for the Tenant,
addressed to the Tenant at the Building, or at such other place as the Tenant
may from time to time designate by notice to the Landlord, or (b) if for the
Landlord, addressed to the management office of the Landlord in the Building,
Jones Lang LaSalle Americas (Colorado) L.P., 1380 Lawrence Street, Suite 320,
Denver, Colorado 80217, with a copy to Landlord addressed to University of
Colorado at Denver, 1380 Lawrence Street, Suite 320, Denver, Colorado 80217, or
at such other place as the Landlord may from time to time designate by notice to
the Tenant. All consents and approvals provided for herein must be in writing to
be valid. The date of service of such notices shall be the date such notices are
received or refused, as the case may be, as evidenced by addressee's registry or
certification receipt. If the term "Tenant", as used in this Lease, refers to
more than one person, any notice, consent, approval, request, bill, demand or
statement, given as aforesaid to any one of such persons shall be deemed to have
been duly given to Tenant.

            Except as specifically provided in this Lease, Tenant hereby
expressly waives the service of
<PAGE>

intention to terminate this Lease or to re-enter the Premises and waives the
service of any demand for payment of Rent or for possession and waives the
service of any other notice or demand prescribed by any statute or other law.

      28. SPRINKLERS. If there now is or shall be installed in the Building a
"sprinkler system", and such system or any of its appliances shall be damaged or
injured or not in proper working order by reason of any act or omission of the
Tenant, Tenant's agents, servants, employees, licensees or visitors, the Tenant
shall forthwith restore the same to good working conditions at its own expense,
and if the Board of Fire Underwriters of Fire Insurance Exchange or any bureau,
department or official of the state or city government, require or recommend
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents, of the Premises, or
for any other reason, or if any such changes, modifications, alterations,
additional sprinkler heads or other equipment, become necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange, or by any fire
insurance company, Tenant shall, at the Tenant's expense, promptly make and
supply such changes, modifications, alterations, additional sprinkler head or
other equipment.

      29.   NO ESTATE  IN LAND.  This  contract  and Lease  shall  create  the
relationship  of landlord and tenant  between  Landlord and Tenant;  no estate
shall  pass out of  Landlord;  and  Tenant  has only a  usufruct  which is not
subject to levy and sale.

      30. INVALIDITY OF PARTICULAR PROVISIONS. If any clause or provision of
this Lease is or becomes illegal, invalid, or unenforceable because of present
or future laws or any rule or regulation of any governmental body or entity,
effective during its term, the intention of the parties hereto is that the
remaining parts of this Lease shall not be affected thereby unless such
invalidity is, in the sole determination of Landlord, essential to the rights of
both parties in which event Landlord has the right to terminate this Lease on
written notice to Tenant.

      31. WAIVER OF BENEFITS.  (Intentionally Deleted)

      32. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord
and Tenant that the respective parties hereto shall and they hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of landlord and tenant,
Tenant's use or occupancy of the Premises, and any emergency statutory or any
other statutory remedy.

      33. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of
Thirty-two thousand dollars and no cents /100 Dollars ($ 32,000 ) as security
for the full and faithful performance of every provision of this Lease to be
performed by Tenant. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the payment of
Rent, Landlord may use, apply or retain all or any part of this security deposit
for the payment of any Rent or any other sum in default or before the payment of
any other amount which Landlord may spend or become obligated to spend by reason
of Tenant's default, or to compensate Landlord for any other loss, cost or
damage which Landlord may suffer
<PAGE>

by reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a breach
of this Lease, Landlord shall not, unless otherwise required by law, be required
to keep this security deposit separate from its general funds, nor pay interest
to its Tenant. If Landlord is required to maintain said deposit in an interest
bearing account, Landlord will retain the maximum amount permitted under
applicable law as a bookkeeping and administrative charge. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last transferee of Tenant's interest hereunder) at the
expiration of the lease term and upon Tenant's vacation of the Premises. In the
event the Building is sold, the security deposit will be transferred to the new
owner.

      34. SUBSTITUTE PREMISES.  (Intentionally deleted)


      35. PARKING. Tenant shall have the right, during the term of this Lease,
to rent Ten (10) unreserved garage stalls and ten (10) reserved stalls for the
parking of motor vehicles used by Tenant, its officers and employees at the
monthly rates and upon the terms and conditions as may from time to time be
established by Landlord, or the operator of the garage facility. Such garage
stalls shall be at locations designated by Landlord or the operator of the
garage facility. In the event Tenant does not continuously and at all times
following the Commencement Date elect to pay rent on the garage stalls, Landlord
shall have the right to cancel Tenant's right to use said garage stalls. [Bold
change handwritten and initialed by parties to Lease at time of signing]

      36. BROKERAGE. Tenant represents and warrants that it has dealt with no
broker, agent or other person in connection with this transaction and that no
broker, agent or other person brought about this transaction, other than Jones
Lang LaSalle Americas (Colorado), L.P. and Tenant agrees to indemnify and hold
Landlord harmless from and against any claims by any other broker, agent or
other person claiming commission or other form of compensation by virtue of
having dealt with Tenant with regard to this leasing transaction. The provisions
of this Section shall survive the termination of this Lease.

      37. SPECIAL STIPULATION.

            (a) No receipt of money by the Landlord from the Tenant after the
termination of this Lease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of the Premises
shall reinstate, continue or extend the term of this Lease or affect any such
notice, demand or suit or imply consent for any action for which Landlord's
consent is required.

            (b) Any claim, demand, right or, defense by Tenant that arises out
of this Lease or the negotiations that preceded this Lease shall be barred
unless Tenant commences an action thereon, or interposes a defense by reason
thereof, within six (6) months after the date of the inaction, omission, event,
or action that gave rise to such claim, demand, right, or defense.
<PAGE>

                  Tenant acknowledges and understands, after having had the
opportunity to consult with legal counsel, that the purpose of Paragraph (b) is
to shorten the period within which Tenant would otherwise have to raise such
claims, demands, rights, or defenses under applicable laws.

            (c) No waiver of any default of the Tenant hereunder shall be
implied from any omission by the Landlord to take any action on account of such
default if such default persists or be repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated. No subsequent novation,
renewal, addition, deletion or other amendment hereto shall have any force or
effect unless embodied in a written contract executed and approved pursuant to
the Sate of Colorado Fiscal Rules.

            (d) The term "Landlord" as used in this Lease, so far as covenants
or agreements on the part of the Landlord are concerned, shall be limited to
mean and include only the owner or owners of the Landlord's interest in this
lease at the time in question, and in the event of any transfer or transfers of
such interest the Landlord herein named (and in case of any subsequent transfer,
the then transferor) shall be automatically freed and relieved from and after
the date of such transfer of all personal liability as respects the performance
of any covenants or agreements on the part of the Landlord contained in this
Lease thereafter to be performed.

            (e) It is understood that the Landlord may occupy portions of the
Building in the conduct of the Landlord's business. In such event, all
references herein to other tenants of the Building shall be deemed to include
the Landlord as an occupant.

            (f)   The term  "City" as used in this Lease  shall be  understood
to mean the City in which the Property is located,

            (g) All of the covenants of the Tenant hereunder shall be deemed and
construed to be "conditions" as well as "covenants" as though the words
specifically expressing or importing covenants and conditions were used in each
separate instance.

            (h) The Tenant agrees that, upon receiving a written request from
the Landlord, the Tenant will within ten (10) days deliver a copy of this Lease,
or, if the Landlord so requests, a Memorandum of this Lease, in recordable form
to the Landlord. Tenant shall not record this Lease or a Memorandum thereof,
without the prior written consent of the Landlord.

            (i) Neither party has made any representations or promise, except as
contained herein, or in some further writing signed by the party making such
representation or promise.

            (j) In the absence of fraud, no person, firm or corporation, or the
heirs, legal representatives, successors and assigns, respectively, thereof,
executing this Lease for Landlord as agent, trustee or in any other
representative capacity shall ever be deemed or held individually liable
hereunder for any reason or cause whatsoever.
<PAGE>

            (k) In the event of variation or discrepancy, the Landlord's
original copy of the Lease shall control.

            (l) Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of the Landlord and the Tenant and their
respective heirs, legal representatives and successors, and assigns in the event
this Lease has been assigned with the express written consent of the Landlord,

            (m) The Tenant represents, warrants and covenants that (1) it will
not bring, generate, store, use or dispose of Hazardous Substances (as
hereinafter defined) at the Premises; (2) it shall, at all times, comply with
all Environmental Laws (as hereinafter defined) and shall cause the Premises to
comply; and (3) Tenant will keep the Premises free of any lien imposed pursuant
to any Environmental Laws.

                  "Hazardous Substance" means, (i) asbestos and any asbestos
containing material and any substance that is then defined or listed in, or
otherwise classified pursuant to, any Environmental Laws or any applicable laws
or regulations as a "hazardous substance", "hazardous material", "hazardous
waste", "infectious waste", "toxic substance", "toxic pollutant" or any other
formulation intended to define, list or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic
Leaching Procedure (TCLP) toxicity, (ii) any petroleum and drilling fluids,
produced waters, and other wastes associated with the exploration, development
or production of crude oil natural gas, or geothermal resources and (iii)
petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas,
radioactive material (including any source, special nuclear, or by-product
materials), and medical waste.

                  "Environmental  Laws"  collectively  means and  includes all
present  and future laws and any  amendments  (whether  common  law,  statute,
rule,  order,  regulation or otherwise),  permits,  and other  requirements or
guidelines  of  governmental   authorities  applicable  to  the  Premises  and
relating to the environment and  environmental  conditions or to any Hazardous
Substance (including,  without limitation,  CERCLA, 42 U.S.C.ss. 9601, et seq.;
the Resource  Conservation  and Recovery Act of 1976,  42 U.S.C.,ss. 6901,  et
seq.; the Hazardous Materials  Transportation Act, 49 U.S.C.ss. 1801, et seq.;
the Federal Water Pollution Control Act, 33 U.S.C.ss. 1251, et seq.; the Clean
Air Act, 33 U.S.C.ss. 7401,  et seq.; the Clean Air Act,  42 U.S.C.ss. 741, et
seq.;  the Toxic  Substances  Control  Act,  15 U.S.C.ss. 2601-2629;  the Safe
Drinking  Water  Act,  42  U.S.C.ss. 300f-300j;  the  Emergency  Planning  and
Community  Right-To-Know  Act, 42 U.S.C.ss. 1101,  et seq.;  and any so-called
"Super Fund" or "Super Lien" law, any law  requiring the filing of reports and
notices relating to hazardous  substances,  environmental laws administered by
the Environmental  Protection Agency, and any similar state and local laws and
regulations,  all amendments thereto and all regulations,  orders,  decisions,
and  decrees  now  or  hereafter   promulgated   thereunder   concerning   the
environment, industrial hygiene or public health or safety.)
<PAGE>

                  In the event of (1) a violation of an Environmental Law, (2) a
release, spill or discharge of a Hazardous Substance on or from the Premises, or
(3) the discovery of an environmental condition requiring response which
violation, release, or condition is attributable to the acts or omissions of
Tenant, its agents, employees, representatives, invitees, licensees, subtenants,
customers, or contractors, or (4) an emergency environmental condition
(collectively "Environmental Defaults"), Landlord shall have the right, but not
the obligation, to immediately enter the Premises, to supervise and approve any
actions taken by Tenant to address the violation, release or environmental
condition; and in the event Tenant fails to immediately address such violation,
release, or environmental condition, or if the Landlord deems it necessary, then
Landlord may perform, at Tenant's expense, any lawful actions necessary to
address the violation, release, or environmental condition.

                  Landlord has the right, but not the obligation, to cure any
Environmental Defaults, has the right to suspend some or all of the operations
of the Tenant until it has determined to its sole satisfaction that appropriate
measures have been taken, and has the right to terminate the Lease upon the
occurrence of an Environmental Default.

                  Tenant shall indemnify, defend (with counsel approved by
Landlord) and hold Landlord and Landlord's affiliates, shareholders, directors,
officers, employees and agents harmless from and against any and all claims,
judgments, damages (including consequential damages), penalties, fines,
liabilities, losses, suits, administrative proceedings, costs and expenses of
any kind or nature, known or unknown, contingent or otherwise, which arise out
of or in any way related to the acts or omissions of Tenant, its agents,
employees, representatives, invitees, licensees, subtenants, customers or
contractors during or after the term of this Lease (including, but not limited
to, attorney, consultant, laboratory and expert fees and including, without
limitation, diminution in the value of the Premises, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the Premises
and damages arising from any adverse impact on marketing of space), arising from
or related to the use, presence, transportation, storage, disposal, spill,
release or discharge of Hazardous Substances on or about the Premises. The
provisions of this section shall survive the expiration or earlier termination
of this Lease.

                  Tenant covenants to deliver to the Landlord, (a) copies of any
documents received from the United States Environmental Protection Agency and/or
any state, county or municipal environmental or health agency concerning the
Tenant's operations upon the Premises; and (b) copies of any document submitted
by the Tenant to the United States Environmental Protection Agency and/or any
state, county or municipal environmental or health agency concerning its
operations upon the Premises.

            (n) The Tenant agrees that it is Tenant's sole obligation to comply
with the provisions of the Americans with Disabilities Act ("ADA"), as amended
from time to time, with regard to the Premises. Tenant agrees to indemnify,
defend and protect Landlord from any claim or suit brought against Landlord for
Tenant's failure to comply with the Tenant's obligations to maintain the Leased
Premises pursuant to ADA.
<PAGE>

            (o) Each of Landlord and Tenant, and each person signing for them,
hereby warrants and represents to the other that the individual signing on
behalf of that party is fully authorized to sign on behalf of, and to bind, such
party and that, when signed by the parties, this Lease shall be fully binding on
the party on whose behalf this Lease is executed by such individual. The
signatories aver that to their knowledge, no employee of the State of Colorado
has any personal or beneficial interest whatsoever in the service or property
described herein. Further, the signatories hereto aver that they are familiar
with 18-8-301, et seq., (Bribery and Corrupt Influences) and 18-8-401, et seq.,
(Abuse of Public Office), C.R.S., as amended, and that no violation of such
provisions is present.

            (p) If there be more than one Tenant, the obligations under the
Lease imposed upon Tenant shall be joint and several.

            (q) This Lease represents the entire agreement of Landlord and
Tenant with regard to the Lease, with all prior writings and verbal negotiations
with regard thereto being merged herein.

            (r) Tenant acknowledges and agrees that Landlord, at its sole cost
and discretion, shall have the right to remeasure the Building at any time. Such
remeasurement shall be performed in accordance with the then existing standards
established by Building Owners and Managers Association International ("BOMA").
The Landlord has the sole right and discretion to implement the remeasurement of
the Building and revise Rentable Area, Rentable Area Leased, and any other
remeasurements of the Building as provided for in this Lease upon thirty (30)
days' notice to Tenant.

            (s) It is understood and agreed that this Lease shall not be binding
until and unless all parties have signed it.

            (t) Landlord has reviewed financial statements if so requested of
the Tenant and has relied upon the truth and accuracy thereof with Tenant's
knowledge and representations of the truth and accuracy of such statements and
that said statements accurately and fairly depict the financial condition of
Tenant. Said financial statements are an inducing factor and consideration for
the entering into of this Lease by Landlord with this particular Tenant. If
requested by Landlord, or before the anniversary date of this Lease, Tenant
shall provide to Landlord (a) Tenant's most recent audited financial statement
or a document in which tenant states that its books are not independently
audited, and (b) a current unaudited financial statement [current means within
ninety (90) days of such anniversary date]. Tenant shall, at any time and from
time to time upon not less than thirty (30) days prior written notice from
Landlord, furnish Landlord with current financial statements reflecting Tenant's
then financial condition.

      38. EXHIBITS.  Exhibits A, B, C, D and the Rider to Lease,  consisting
of Seven (7) pages, are attached hereto and become part of this Lease.
<PAGE>

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

                                    LANDLORD:

Approved for legal sufficiency:     THE REGENTS OF THE UNIVERSITY OF
                                    COLORADO, a body corporate, for and on
                                    behalf of the University of Colorado at
                                    Denver

By:       /s/  R. Augustine         By:       /s/  Georgia E. Lesh-Laurie
Name:     R. Augustine              Name:       Georgia E. Lesh-Laurie
Its:       Assoc. Univ. Counsel     Its:   Chancellor



                                    TENANT:

                                    MATRIX BANCORP, INC., a Colorado
                                    corporation

                                    By:       /s/  Guy A. Gibson
                                    Name:       Guy A. Gibson
                                    Its:       CEO/President





<PAGE>




                                 RIDER TO LEASE

      THIS RIDER TO LEASE is attached to and made a part of that certain Lease
dated the _____ day of __________, 2000, between THE REGENTS OF THE UNIVERSITY
OF COLORADO, a body corporate, for and on behalf of the UNIVERSITY OF COLORADO
AT DENVER ("Landlord") and Matrix Bancorp, Inc., Inc., a Colorado corporation
("Tenant"). In the event the Lease and Rider to Lease are inconsistent, this
Rider to Lease shall supersede any agreements previously made in such Lease
regarding the following:

      1.    Termination of Existing Lease.

            Landlord and Tenant previously entered into an Office Lease dated
October 14, 1991, as amended by Amendment Number One to Lease Agreement dated
March 22, 1993, Amendment Number Two to Lease dated December 28, 1993, Amendment
Number Three to Lease dated April 4, 1994, Forth Amendment to Lease dated March
1, 1996 and Fifth Amendment to Lease dated October 24, 1997 (hereinafter the
"Previous Lease"). As of the Effective Date, except as previously exercised by
Tenant, all Options to Extend, Options for Additional Space, Options for the
Option space and First Right of Refusal and any other non-exercised rights of
Tenant, as defined in the Previous Lease, shall be null and void and of no
further force nor effect and all rights and obligations of the Landlord and
Tenant. However, Tenant remains liable for its obligation to pay Rent and
Additional Rent for the period that occurs prior to the Effective Date. Except
as set forth above, as of the Effective Date, all remaining terms and conditions
of the Previous Lease are null and void.

      2.    Renewal Term.

        (a) Renewal Option. Subject to the provisions hereinafter set forth,
Landlord hereby grants to Tenant an option ("Renewal Option") to extend the Term
on the same terms, conditions and provisions as contained herein, except as
otherwise provided below, for one (1) additional period of five (5) years
("Renewal Term"), which Renewal Term shall commence on the date immediately
following the Expiration Date ("Renewal Commencement Date") and end on the fifth
(5th) anniversary of the Expiration Date ("Renewal Expiration Date").

      (b) Renewal Option Notice. The Renewal Option shall be exercisable by
written notice ("Renewal Option Notice") from Tenant to Landlord of Tenant's
election to exercise the Renewal Option, which Renewal Option Notice must be
given three hundred sixty (360) days prior to the Expiration Date. If Tenant
fails to deliver to Landlord the Renewal Option Notice within the prescribed
time period, the Renewal Option shall lapse and be forever waived.

      (c) Annual Base Rental During the Renewal Term. Annual Base Rental for the
Premises payable during tile Renewal Term shall be equal to the prevailing
Market Rental Rate, as hereinafter defined.

      (d) Market Rental Rate. The term "Market Rental Rate" per square foot of
area shall mean (i) the Annual Base Rental being obtained by Landlord at the
time of the Renewal Commencement Date for comparable space in the Building
during the preceding six month
<PAGE>

period. If Landlord has no comparable lease transactions within the previous six
month period, then the rate shall be the per square foot of area prevailing
market rental rate in the Central Business District submarket for comparable
office space for terms commencing on or about the Renewal Commencement Date and
shall take into its consideration (i) the duration of the term for which such
space is being leased, (ii) location within the applicable building, (iii) when
the applicable rate first becomes effective, (iv) other concessions customarily
given to other tenants including, without limitation, rent abatement and tenant
improvement allowances, but assuming the leasing of the space "as is" on the
Renewal Commencement Date, and (v) other comparable factors. Bona fide written
offers to lease comparable space in the Building received by Landlord from third
parties (at arm's length) and consummated between Landlord and such third party
within six (6) months prior to the date of the Renewal Option Notice may be used
by Landlord or Tenant as an indication of the Market Rental Rate. The components
of the Market Rental Rate may include, among other items, the components of
rent, periodic adjustments or additions to a fixed Annual Base Rental based upon
a share of real estate taxes and other expenses and increases to adjust for
inflation then customary in the Denver Metropolitan area.

      (f) Amendment to Lease. If Tenant validly exercises the Renewal Option,
Landlord and Tenant shall enter into a written amendment to the Lease confirming
the terms, conditions and provisions applicable to the Renewal Term, as
determined in accordance herewith, with such revisions to the rental provisions
as may be necessary to conform such provisions to the Market Rental Rate.

      (g) No Default. Tenant may exercise the Renewal Option, and an exercise
thereof shall be effective, only if at the time of Tenant's exercise of the
Renewal Option and on the Renewal Commencement Date (i) the Lease is in full
force and effect, and (ii) there is no uncured event of default.

      (h) Not Transferable. Tenant acknowledges and agrees that the Renewal
Option shall be deemed to be personal to Tenant and if Tenant subleases the
entire Premises, assigns or otherwise transfers any interest hereunder prior to
the exercise of the Renewal Option, such option shall lapse.

      3.    Right of First Offer.

            Landlord shall give to Tenant once during the Term of this Lease a
right of first offer (the "Right of First Offer") to lease contiguous space to
the Premises on the thirteenth (13th) floor of the Building (the "First Offer
Space"). Said Right of First Offer shall be conditioned on Tenant providing
Landlord with written notice of its election to expand and request for
notification of available First Offer Space. Tenant's Right of First Offer is
predicated upon (i) there being no uncured Events of Default by Tenant on the
date Tenant provides notice as set forth above or on the date the Right of First
Refusal Space is offered to Tenant and (ii) other tenant's rights to occupy the
First Offer Space. The notice from Landlord to Tenant shall identify the date
when the First Offer Space will be available and the Base Rent, as defined in
the Lease, for the First Offer Space which will be the then prevailing Fair
Market Rental Value as defined in, and determined under, Section #2 of this
Rider. In the event Tenant elects to exercise
<PAGE>

said First Offer Space, it shall deliver written notice to Landlord of its
election to exercise its Right of First Offer within Five (5) business days of
receipt of the notice from Landlord. The lease term for, and possession of, the
premises leased under and by virtue of the aforesaid election shall commence on
the same date as the First Offer Space is available and shall be coterminous
with the term of the Lease for the Premises and except as modified herein shall
be on the same terms and conditions as prevail elsewhere in this Lease. All
tenant improvements shall be pursuant to Tenant's reasonable space plans and
specifications, which shall be subject to Landlord's consent, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, if the
remaining portion of the Term, at the commencement of the lease term for any
First Offer Space, is less than six (6) years, Tenant is only entitled to a
portion of the tenant finish allowance stated above, by multiplying such
otherwise determined tenant finish allowance by a fraction, the numerator of
which shall be the remaining term of Tenant's Lease of the First Offer Space,
and the denominator of which shall be 6.

            If Tenant does not exercise its Right of First Offer at the time of
such offer, Tenant's rights hereunder this Right of First Offer shall lapse and
be null and void. However, if no First Offer Space is offered to Tenant within
six (6) months after Tenant provides Landlord with written notice of its
election to expand and request for notification of available Right of First
Offer Space said Right of First Offer shall expire subject, however, to Tenant
reviving said Right of First Offer by providing another notice as set forth
above.

            Landlord and Tenant shall use their best efforts to promptly prepare
and execute an appropriate amendment to the Lease, documenting the terms
relating to the lease by Tenant of any space which Tenant has leased pursuant to
this Section #3.

            Tenant acknowledges this Right of First Offer is subject to
Landlord's current leases on First Offer Space and tenant's rights thereunder as
well as any future negotiations regarding the Right of First Offer Space as a
portion of a larger leased space. Landlord shall pay no commission or fees in
the event Tenant exercises its right under this Section #3.

      4.    Satellite Antenna Addendum.

      The terms and conditions of the Satellite Antenna Addendum entered into by
Landlord's and Tenant's predecessor interest dated September 24, 1996, a copy of
which is attached hereto, are incorporated in the Lease as of the Effective
Date.

                                    LANDLORD:

Approved for legal sufficiency:     THE REGENTS OF THE UNIVERSITY OF
                                    COLORADO, a body corporate, for and on
                                    behalf of the University of Colorado at
                                    Denver

By:       /s/  R. Augustine         By:       /s/  Georgia E. Lesh-Laurie
Name:     R. Augustine              Name:       Georgia E. Lesh-Laurie
Its:       Assoc. Univ. Counsel     Its:   Chancellor
<PAGE>

                                    TENANT:

                                    MATRIX BANCORP, INC., a Colorado
                                    corporation

                                    By:       /s/  Guy A. Gibson
                                    Name:       Guy A. Gibson
                                    Its:       CEO/President


                                     Attest:

                                     Name:

                                     Its:       Secretary


<PAGE>



                                   EXHIBIT "A"

PARCEL A:

A PARCEL OF LAND BEING THE SOUTHWESTERLY 1/2 OF LOT 5, LOTS 6, 7, 8, PART OF
LOTS 9, 10 AND 11 OF BLOCK 73 OF "EAST DENVER", CITY AND COUNTY OF DENVER, STATE
OF COLORADO AND PART OF A 16.00 FOOT WIDE ALLEY IN SAID BLOCK 73 VACATED BY
ORDINANCE NO. 95, SERIES OF 1981, RECORDED IN BOOK 2341 AT PAGE 120, CITY AND
COUNTY OF DENVER, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHERLY CORNER OF SAID SOUTHWESTERLY 1/2 OF LOT 5, FROM
WHENCE THE MOST WESTERLY CORNER OF SAID BLOCK 73 BEARS SOUTHWESTERLY A DISTANCE
OF 287.48 FEET ALONG THE NORTHWESTERLY LINE OF SAID BLOCK 73, SAME BEING THE
SOUTHEASTERLY RIGHT-OF-WAY (R.O.W.) LINE OF LAWRENCE STREET; THENCE
SOUTHWESTERLY ALONG AND WITH SAID NORTHWESTERLY LINE OF BLOCK 73 A DISTANCE OF
95.00 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 9;

THENCE AN  (INTERIOR)  ANGLE TO THE RIGHT OF 90  DEGREES 00 MINUTES 00 SECONDS
(SOUTHEASTERLY) A DISTANCE OF 60.00 FEET;

THENCE  AN  (INTERIOR)  ANGLE  RIGHT OF 270  DEGREES  00  MINUTES  00  SECONDS
(SOUTHWESTERLY) A DISTANCE OF 26.00 FEET;

THENCE AN  (INTERIOR)  ANGLE TO THE RIGHT OF 90  DEGREES 00 MINUTES 00 SECONDS
(SOUTHEASTERLY) A DISTANCE OF 22.00 FEET;

THENCE AN (INTERIOR) ANGLE TO THE RIGHT OF 270 DEGREES 00 MINUTES 00 SECONDS
(SOUTHWESTERLY) A DISTANCE OF 26.00 FEET; THENCE AN (INTERIOR) ANGLE TO THE
RIGHT OF 90 DEGREES 00 MINUTES 00 SECONDS (SOUTHEASTERLY) A DISTANCE OF 51.02
FEET TO A POINT ON THE CENTERLINE OF SAID 16.00 FOOT WIDE ALLEY;

THENCE AN  (INTERIOR)  ANGLE TO THE RIGHT OF 90  DEGREES 00 MINUTES 10 SECONDS
(NORTHEASTERLY)  A DISTANCE  OF 147.08 FEET ALONG AND WITH THE  CENTERLINE  OF
SAID ALLEY;

THENCE AN (INTERIOR) ANGLE TO THE RIGHT OF 89 DEGREES 57 MINUTES 39 SECONDS
(NWLY) A DISTANCE OF 133.03 FEET ALONG AND WITH THE NORTHEASTERLY LINE OF SAID
SOUTHWESTERLY 1/2 OF LOT 5 AND THE EXTENSION THEREOF TO THE POINT OF BEGINNING.
<PAGE>

PARCEL B:

THOSE BENEFICIAL EASEMENT RIGHTS AND OBLIGATIONS AS CREATED IN GRANT OF PARKING
AND ACCESS EASEMENT RECORDED SEPTEMBER 1, 1981 IN BOOK 2442 AT PAGE 487, AND
AMENDMENT THERETO RECORDED SEPTEMBER 4, 1986 AT RECEPTION NO. 15412 AND SECOND
AMENDMENT THERETO RECORDED JUNE 24, 1998 UNDER RECEPTION NO. 9800097552.

PARCEL C:

THOSE BENEFICIAL EASEMENT RIGHTS AND OBLIGATIONS AS CREATED IN RECIPROCAL
EASEMENT AGREEMENT RECORDED AUGUST 27, 1981 IN BOOK 2440 AT PAGE 186.

PARCEL D:

THOSE BENEFICIAL EASEMENT RIGHTS AND OBLIGATIONS AS CREATED IN MASTER
DECLARATION OF COVENANTS, EASEMENTS, RIGHTS AND RESTRICTIONS RECORDED SEPTEMBER
1, 1981 IN BOOK 2442 AT PAGE 441 AND FIRST AMENDMENT THERETO RECORDED SEPTEMBER
26, 1985 UNDER RECEPTION NO. 070691.

PARCEL E:

THE  BENEFICIAL  INTEREST AND  OBLIGATIONS  IN REVOCABLE  PERMIT OR LICENSE TO
ENCROACH BENEATH A PORTION OF LAWRENCE STREET WITH UNDERGROUND  PARKING GARAGE
WALLS,  AS  PERMITTED BY ORDINANCE  NO. 135,  COUNCIL BILL NO. 151,  SERIES OF
1981, RECORDED JULY 22,1981 IN BOOK 2410 AT PAGE 200.





<PAGE>



                                   EXHIBIT "B"

                  THE REGENTS OF THE UNIVERSITY OF COLORADO,
                  a body corporate, for and on behalf of the
                        UNIVERSITY OF COLORADO AT DENVER
                                       and
                 MATRIX BANCORP, INC., a Colorado corporation
         ------------------------------------------------------------

                           MEMORANDUM CONFIRMING TERM

      THIS MEMORANDUM, made as of __________________, 1999, by and between THE
REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, for and on behalf of
the UNIVERSITY OF COLORADO AT DENVER ("Landlord"), and Matrix Bancorp, Inc. , a
Colorado corporation ("Tenant").

                            W I T N E S S E T H :

      Recital of Facts:

      Landlord and Tenant entered into the Lease Agreement (the "Lease") dated
__________________, 1999. Words defined in the Lease have the same meanings in
this Memorandum.

      NOW, THEREFORE, in consideration of the covenants in the Lease, Landlord
and Tenant agree as follows:

      1.    Landlord and Tenant hereby confirm that:

             a. The Commencement Date under the Lease is __________________,
       2000;

            b. The Expiration Date under the Lease is ______________, _______;
       and

            c. The date on which Landlord completed Landlord's Work (if any),
      Landlord delivered possession of the Premises to Tenant as required by the
      Lease, and Tenant's obligation to pay rent begins under the Lease is
      _________________, 1999.

      2.    Tenant hereby confirm that:

            a.    All  commitments,  representations  and  assurances  made to
      induce Tenant to enter into the Lease have been fully satisfied;

            b.    All  improvements  to the Building and in the Premises to be
      constructed  or installed by Landlord have been  completed and furnished
      in accordance with the Lease to the satisfaction of Tenant; and
<PAGE>

            c.    Tenant has accepted  and is in full and complete  possession
      of the Premises.

            d.    The  undersigned  further   acknowledges  and  agrees  that,
      pursuant to Paragraph 3 of Exhibit "C" (the  "Workletter  Agreement") of
      the  Lease,  the Excess  Allowance  of  $______________________  will be
      included     as     Additional     Rent     in     the     amount     of
      _________________________________ Dollars ($___________) per month.

      3. This Memorandum shall be binding upon and inure to the benefit of
Landlord and Tenant and their permitted successors and assigns under the Lease.
The Lease is in full force and effect.

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as
of the date first hereinabove written.

                                    LANDLORD:

Approved for legal sufficiency:     THE REGENTS OF THE UNIVERSITY OF
                                    COLORADO, a body corporate, for and on
                                    behalf of the University of Colorado at
                                    Denver

By:                                 By:
Name:                               Name:
Its:                                Its:



                                    TENANT:

                                    MATRIX BANCORP, INC., a Colorado
                                    corporation

                                    By:

                                    Name:

                                    Its:

                                    Attest:

                                    Name:

                                    Its:


<PAGE>



                                   EXHIBIT "C"

                          WORKLETTER AGREEMENT

      THIS WORKLETTER is dated ____________________, 199__, by and between THE
REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, for and on behalf of
the UNIVERSITY OF COLORADO AT DENVER ("Landlord") and Matrix Bancorp, Inc., a
Colorado corporation ("Tenant").

                                R E C I T A L S:

      1. This Workletter is attached to and forms a part of that certain Office
Lease dated _________________, 19___ ("Lease"), pursuant to which Landlord has
leased to Tenant office space in that building known as Lawrence Street Center ,
Denver, Colorado.

      2. The parties have agreed to make certain improvements to the Premises,
upon the terms and conditions contained in the Lease and this Workletter.

      3. Tenant Improvements. Landlord has granted to Tenant an allowance of up
to Five and 91/100 Dollars ($ 5.91 ) per rentable square foot of the Premises,
for a total allowance of up to One Hundred Forty Thousand Three Hundred
Ninety-two and 05/100 Dollars ($ 140,392.05 ) (the "Tenant Improvement
Allowance"), for completion of slab-to-slab Tenant Improvements in accordance
with the Space Plan. Except as provided herein, the Tenant Improvement Allowance
is for Tenant Improvements in the Premises. In the event the Tenant Improvement
Allowance is not used on or before May 1, 2000, Landlord shall retain such
unused portion of the Tenant Improvement Allowance, and Tenant shall have no
further rights thereto or hereunder. In the event that the cost of the Tenant
Improvements exceed the Tenant Improvement Allowance, Landlord shall, at
Landlord's written option, provide Tenant with an additional allowance, above
the Tenant Improvement Allowance, to apply towards payment of the excess costs
of the Tenant Improvements (the "Excess Allowance"), and Tenant shall deposit
with Landlord funds sufficient to cover any additional projected excess costs
and promptly pay to Landlord any costs in excess thereof. Any portion of the
Excess Allowance paid by Landlord shall, at Landlord's sole option, either be,
(i) amortized on a straight-line basis over the remaining rent paying term of
the Lease, with interest at the rate of Eleven Percent (11%) per annum, payable
by Tenant to Landlord as additional rent, or (ii) paid for directly by the
Tenant. Landlord shall have the work depicted in the Tenant Space Plan attached
hereto as Appendix A (the "Tenant Work") constructed with, unless otherwise
specified, Building standard materials and in a good and workmanlike manner
pursuant to the schedule provided for herein, subject, however, to extensions
equal to the delays suffered by Landlord and caused by Tenant or by strike,
lockouts, fire or other casualty loss, acts of God, unavailability of materials,
hostile or war-like action, riot or other causes beyond Landlord's reasonable
control. The Tenant Work, as modified from time to time pursuant to the
provisions of this Workletter, shall be known as the "Tenant Improvements". The
cost of preparing the Space Plan and any other architectural or engineering
<PAGE>

fees shall be paid for out of the Tenant Improvement Allowance as part of the
costs of the Tenant Improvements.

      4.    Tenant Space Plan.  Landlord and Tenant  hereby  approve the space
layout and improvement  plan for the Premises (the "Space Plan") in accordance
with the construction drawings by Keeney Design dated November 11, 1999.

      5. Tenant Working Drawings. Based upon the Tenant Space Plan, Landlord
will cause working drawings for the improvements to the Premises ("Tenant
Working Drawings") to be prepared and delivered to Tenant within a period as may
be reasonably needed because of the complexity of Tenant's improvements or the
nature of Tenant's non-building standard improvements, if any. The Tenant
Working Drawings will include Tenant's partition layout, ceiling plan,
electrical outlets and switches, telephone outlets, and detailed plans and
specifications for the construction of the improvements called for under this
Workletter. Tenant will furnish Landlord and its planners with all the
information necessary to enable them to complete the Tenant Working Drawings.
The cost of all working drawings for Tenant Improvements will be paid for out of
the Tenant Improvement Allowance as part of the costs of the Tenant
Improvements. Tenant will deliver to Landlord written acceptance or rejection of
any Tenant Working Drawings (initial or revised) within three (3) business days
after Tenant receives any such item. If Tenant rejects the Tenant Working
Drawings (initial or revised), or fails to provide written acceptance or
rejection within said three (3) business day period, Landlord shall not be
obligated to proceed with any improvements of the Premises until such time as
Tenant provides such written acceptance, and any delays in construction as a
result thereof shall be deemed delays caused by Tenant.

      6. Tenant Cost Estimate. Landlord shall also cause a cost estimate for the
improvements to the Premises ("Tenant Cost Estimate") to be prepared and
delivered to Tenant. The Tenant will furnish Landlord and its planners with all
the information necessary to enable them to complete the Tenant Cost Estimate.
The cost of all cost estimates for Tenant Improvements will be paid as part of
the costs of the Tenant Improvements. Tenant will deliver to Landlord written
acceptance or rejection of any Tenant Cost Estimate (initial or revised) within
three (3) business days after Tenant receives any such item. If Tenant rejects
the Tenant Cost Estimate, or fails to provide written acceptance or rejection
within said three (3) business day period, Landlord shall not be obligated to
proceed with any improvements of the Premises until such time as Tenant provides
such written acceptance, and any delays in construction as a result thereof
shall be deemed delays caused by Tenant. If at any time the costs of the Tenant
Improvements as reasonably projected by Landlord exceed the Tenant Improvement
Allowance, Tenant shall pay any such excess to Landlord in a manner reasonably
acceptable to Landlord, and, until such payment, Landlord shall not be obligated
to proceed with any improvements of the Premises, and any delays in construction
as a result thereof shall be deemed delays caused by Tenant.

      Upon written approval of the Tenant Working Drawings and the Tenant Cost
Estimate by Tenant, Landlord and Tenant shall be deemed to have given final
approval to the Working Drawings, and the costs thereof, and Landlord shall be
authorized to proceed with construction.
<PAGE>

      7. Change Orders. Tenant may request changes in the work during
construction only by written requests to Landlord's Representative on a form
approved by Landlord. All such changes will be subject to Landlord's prior
written approval, which shall not be unreasonably withheld or delayed. Before
commencing any change, Landlord or Landlord's agent will prepare and deliver to
Tenant, for Tenant's written approval, a change order setting forth the cost of
such change, which will include associated architectural, engineering and
construction contractor's fees. If Tenant fails to approve such change order
within three (3) business days, Landlord will not proceed to perform the change.
If Tenant timely approves such change order, Tenant agrees to pay any amounts
payable by Tenant in connection with the change order in the manner provided in
Paragraph #3 above, to the extent the Tenant Improvement Allowance is exceeded.

      8. Completion and  Commencement  of Rent. The term of the Lease shall
commence as provided in Section #3 of the Lease.

      9. Failure to Perform. If Landlord delivers to Tenant the Tenant Working
Drawings and/or Tenant Cost Estimate and Tenant fails to accept or reject such
Drawings or Estimate (or revised Drawings and/or Estimate) as provided in
Paragraphs #5 and #6 hereof within the period provided herein, Landlord may, in
its sole discretion, deem Tenant to have approved same, and proceed with
construction.

      10. Construction Administration. Landlord shall coordinate and administer
all activities of contractor(s) in the performance of Tenant's Improvements in
accordance with the plans and specifications. Landlord and Tenant agree that
Jones Lang LaSalle Americas (Colorado), L.P., shall receive from the Tenant
Improvement Allowance as a construction management fee, shall receive
compensation from the Tenant Improvement Allowance in an amount no greater than
Five Percent (5%) of the Tenant Improvement Allowance. Tenant agrees that it
will not contract with any contractor, laborer or material supplier to perform
any improvements in the Premises without providing Landlord with notice ten (10)
days prior to any improvements and requiring said contractor, laborer or
material supplier to execute an agreement acknowledging non-liability for
payment by Landlord in accordance with C.R.S. ss. 38-22-105.5, as amended from
time to time. [Overstruck and bold changes handwritten and initialed by parties
to Lease at time of signing]

      11.  Miscellaneous.

            (a) Except to the extent otherwise indicated herein, the initially
capitalized terms used in this Workletter Agreement shall have the meaning
assigned to them in the Lease.

            (b) The terms and provisions of this Tenant Workletter are intended
to supplement and are intended as an Amendment to the Lease and are specifically
subject to all the terms and provisions of the Lease. In the event of conflict
between the terms of this Tenant Workletter and the Lease, then the provisions
of the Workletter shall govern.

            (c) Prior to the date the Premises are ready for occupancy
Landlord's contractor and Tenant shall inspect the Premises and jointly complete
a "punch list" of incomplete or defective work, and thereafter Landlord shall
exercise due diligence to cause such
<PAGE>

punch list items to be completed within thirty (30) days following the date the
Premises are ready for occupancy (except for any punch list items which, despite
due diligence, cannot be completed within said thirty (30) day period).

            (d) This Tenant Workletter may not be amended or modified other than
by supplemental written agreement executed by authorized representatives of the
parties hereto.

            (e) Landlord shall have the right to issue reasonable construction
rules, regulations and policies. If Tenant contests any of these rules,
regulations, or policies, Landlord agrees to take reasonable steps to modify
such rules, regulation, and policies at Tenant's request, except that Tenant
shall pay directly any related expenses of construction or of consultants due to
said changes to the extent said change exceeds the Tenant Improvement Allowance.

            (f) No waiver of any default of the Tenant hereunder shall be
implied from any omission by the Landlord to take any action on account of such
default if such default persists or be repeated, and no express waiver shall
affect any default other than the default specified in the express waiver, and
that only for the time and to the extent therein stated.

            (g) Except as modified herein, the provisions of the Lease shall
continue in full force and effect.

            (h) Landlord neither warrants nor guarantees the accuracy of any
estimated Costs or Tenant Cost Estimates.

            (i) Time is of the essence in this Workletter Agreement, and the
failure by Tenant to timely respond or perform shall be deemed to be a material
default. Tenant undertakes and agrees to, upon written request, meet or provide
written response, as the case may be, within one business day of such written
request, except as otherwise provided in this Workletter Agreement. Any delay
caused by Tenant's failure to do so shall be deemed to be a delay caused by
Tenant.

            (j) LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, IN CONNECTION WITH LANDLORD IMPROVEMENTS.

                                    LANDLORD:

Approved for legal sufficiency:     THE REGENTS OF THE UNIVERSITY OF
                                    COLORADO, a body corporate, for and on
                                    behalf of the University of Colorado at
                                    Denver

By:       /s/  R. Augustine         By:       /s/  Georgia E. Lesh-Laurie
Name:    R. Augustine               Name:       Georgia E. Lesh-Laurie
Its:       Assoc. Univ. Counsel     Its:   Chancellor

<PAGE>



                                    TENANT:

                                    MATRIX BANCORP, INC., a Colorado
                                    corporation

                                    By:       /s/  Guy A. Gibson
                                    Name:       Guy A. Gibson
                                    Its:       CEO/President




<PAGE>



                                   EXHIBIT "D"

                                CLEANING SCHEDULE

Landlord shall furnish janitorial service to the Premises and the Building
Complex as described below:

                     DAILY MONDAY THROUGH FRIDAY, INCLUSIVE

1.    Sweep,  dry mop or vacuum all floors  complete.  Remove gum, tar,  etc.,
      adhering to the floor.

2.    Empty and damp wipe all ashtrays.

3.    Clean, polish and sanitize all drinking fountains.

4.    Sweep all steps, sidewalks and plazas.

5.    Clean passenger elevator cab and landing doors, including floors.

6.    Empty all waste containers.

7.    Clean all public and private (within Premises) wash and restrooms.

      (a)   All cleaning will be performed with approved germicidal detergents
            at disinfectant strengths.

      (b)   All toilets and urinals will be cleaned on all surfaces nightly;
            acid bowl cleaner to be used in the interior.

      (c)   All wash basins, shelves, dispensers and all other washroom fixtures
            will be cleaned nightly.

      (d)   All mirrors will be cleaned and polished nightly.

      (e)   All chrome and other  bright  work,  including  exposed  plumbing,
            toilet seat hinges, etc., will be cleaned and polished nightly.

      (f)   All waste receptacles are to be emptied and cleaned nightly.

      (g)   All lavatory floors will be swept and mopped with a germicidal
            detergent solution nightly.

      (h)   Washroom  supplies  will be  replenished  nightly and at all other
            times as needed.

      (i)   Once each month, remove hard water stains from toilet fixtures by
            using bowl cleaner after normal cleaning. Follow manufacturer's
            recommendations.

8.    All normal  rubbish and office  waste  paper  shall be removed  from the
      tenant floors.
<PAGE>

                                     WEEKLY

1.    Dust and wipe clean with dust cloth all desk tops.

2.    Spot clean all doors, switch plates, wall and glass areas.

3.    Dust and wipe all tops of all file cabinets and counters.

4.    Sweep building stairwells.

5.    Damp mop floors and/or spray buff for heavy scuffs, if necessary.

6.    Clean glass in building directory.

7.    Wipe all waste containers.

8.    Wash all glass entrance doors and side panels inside and out.

                                     MONTHLY

1.    When possible, sweep and hose down outside Plaza space, exterior walks,
      trucking areas and shipping platforms.

2.    Shampoo all elevator carpeting.

3.    Dust all windowsills.

                               EVERY THREE MONTHS

1.    When possible, wash all windows, interior no less than once per year and
      exterior not less than three times per year.

2.    Dust vertical surfaces of all furniture.

3.    Scrub all  resilient  floor  areas so as to  maintain a highly  polished
      surface.

                              SNOW AND ICE REMOVAL

1.    Landlord shall be responsible  for snow and ice removal from the parking
      lots and sidewalks servicing the Property.