INDUSTRIAL LEASE

     THIS  LEASE is dated for  reference  purposes  only the 28th day of August,
                                                             ----
2000, and is between Ward West  Properties,  LLC,  having a place of business at
8461 Turnpike Drive,  Suite 206,  Westminster,  Colorado 80031 (the "Landlord"),
and  Nicklebys.com,  Inc.,  having a place of business at the Premises and whose
mailing address 899 Broadway #200, Denver, CO 80203 (the "Tenant").
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                                  Definitions
                                  -----------

Section 1.1 -      Building  Location:  12441  W.  49th  Avenue,  Wheat  Ridge,
                   Colorado 80033

                   Unit Number of Premises: Unit 1

                   Number of Square Feet in Premises: 2,750

                   Unless expressly  stated to the contrary,  all references to
                   square feet in this Lease  Shall  refer to  rentable  square
                   feet.

Section 1.2 -      Lease Term:  39 Months
                   Commencement:  October 1, 2000
                   Expiration:  December 31, 2003.

Section 1.3 -      Base  Rent:   (Including  Tenant's Expense  Stop defined  in
                   Section 2.1)

Period                                      Monthly Base Rent
------                                      -----------------

October 1, 2000 - December 31, 2000         $  None
January 1, 2001 - December 31, 2001         $2,183.96
January 1, 2002 - December 31, 2002         $2,409.64
January 1, 2003 - December 31, 2003         $2,272.19

Section 1.4 -      Use of Premises: office/warehouse

Section 2.1 -      Tenant's  Pro  Rata  Share  (of  Building  Operating  Costs,
                      payable as Additional Rent):  12.65%
                   Tenant's Expense Stop:
                   As Defined in  Operating  Costs:  Any  increase in Operating
                   Costs above such actual costs for the year 2000.

Section 24.1 -     Brokerage:  None.
                   No brokers for Tenant are involved in this lease transaction.
                   -------------------------------------------------------------

Section 25.1 -     Security Deposit:  $2,183.96

Special Provisions:
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(a) Tenant is taking the Premises "as is".  However,  Landlord  will repaint and
clean and replace carpet as necessary,  cause locks to be re-keyed,  and provide
Tenant with five sets of keys, prior to Tenant taking occupancy.

(b) Renewal  Option.  Provided  that Tenant at all times is and has been in full
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compliance  with the terms and  conditions of this Lease,  Tenant shall have the
right to renew and extend  this  Lease for one (1) three (3) year  term.  Tenant
shall give Landlord written notice of such election to renew and extend the term



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<PAGE>


hereof not later than six (6) months  prior to the  expiration  of the  original
term.  Such  renewal  and  extension  period  shall be upon the same  terms  and
conditions as during the original term hereof, except that:

     i) Tenant  shall have no further  election  to extend the term of the Lease
beyond the renewal, and

     ii)  Tenant  shall  be  entitled  to the  return  of the  security  deposit
referenced herein, and

     iii)  Tenant  shall pay base rental to Landlord in the amount of $10.12 per
rentable  square  foot for the  first  year of the  option  period,  $10.33  per
rentable  square foot for the second year of the option  period,  and $10.53 per
rentable square foot for the final year of the option period.


































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                                  WITNESSETH:

                                   ARTICLE 1
                         DESCRIPTION - TERM - RENT- USE

Section 1.1          The Landlord, in  consideration  of  the  rents,  covenants
------------
and agreements  does lease unto the Tenant,  and the Tenant does hereby take the
space (the  "premises")  described on Exhibit A attached  hereto in the building
located at the place  specified  in the  Definitions  section of this Lease (the
"Building").  So long as this  Lease  remains  in  effect  and  Tenant is not in
default of any of its obligations under the Lease, Tenant shall have the license
to  non-exclusively  use space in any parking area designated for use by tenants
of the Building,  subject to such parking  control  program as Landlord,  in its
sole discretion, may implement from time to time.

Section 1.2          The  term  of  this  Lease  shall  be as  specified  in the
-----------
Definition section of this Lease (unless sooner terminated as herein provided).

Section 1.3          Tenant agrees and covenants to pay Landlord during the term
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of this Lease, at the place  specified by Landlord,  the Base Rent specified and
Additional  Rent  without  deduction or setoff.  All amounts  owing by Tenant to
Landlord under this Lease,  other than Base Rent,  shall be Additional Rent, and
upon Tenant's  failure to timely pay,  Landlord  shall have the same remedies as
for  Tenant's  failure to pay Base  Rent.  (Base  Rent and  Additional  Rent may
collectively be referred to as Rent).  Base Rent shall be paid in advance on the
first day of each calendar month during the term of this Lease,  except that the
first  month's  rent shall be due and  payable  when this Lease is  executed  by
Tenant.  If the term does not  commence  on the first day of a month,  Base Rent
shall be  prorated  and paid on the date of such  commencement.  Interest at the
rate of one and one half (1.5%) percent per month will be charged retroactive to
the first  day of the  month  for  rents not paid by the fifth  (5th) day of the
month until all monies are paid.

Section 1.4          The  Tenant  agrees that it will use and occupy the Premise
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only for the purposes set forth in the Definitions section of this Lease.

                                   ARTICLE II
                                OPERATING COSTS

Section 2.1          In  addition to  Base Rent, Tenant  shall pay  Tenant's Pro
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Rata share of Building  Operating  Costs in excess of Tenant's  Expense  Stop as
defined in Section 2.1 (Definitions section of this Lease.)  Building  Operating
Costs shall mean all expenses,  costs and  disbursements  (in excess of Tenant's
Expense Stop  defined in the  Definition  section of this Lease) which  Landlord
shall pay or become  obligated  to pay because of, or in  connection  with,  the
maintenance,  repair and operation of the Building,  including,  but not limited
to: real estate taxes and  assessments,  use sales,  or any other taxes  (except
income taxes) based on rents,  personal property taxes on personal property used
in the operation of the Building; Landlord's insurance; maintenance;  janitorial
services  for any common areas of the  Building;  operating  supplies;  property
management;  Building  services;  snow  removal;  landscaping;  costs of rubbish
removal for any common area of the Building;  tools and  equipment  used for the
daily  operation of the Building;  air  conditioning,  ventilation  and heating;
resurfacing and restriping of parking areas, repairs and replacement of signage;
security;  and wages,  payroll taxes,  and benefits  reasonably  incurred in the
operation of the Building.  Notwithstanding the foregoing,  Building Costs shall
not include monies spent for income tax, interest, depreciation, or expenditures
of a capital  nature (except to the extent that such  expenditures  are required
due to a change in a law or are  reasonably  anticipated to cause a reduction in
the cost of services,  in such case, that part of the capital expense attributes
to the lease year under  good  accounting  practices  shall be  included  in the
Building Operation Costs.)

Section 2.2          Landlord's  reasonable best  estimate as  to the amount  of
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Tenant's  Pro-Rata Share of Building  Operating Costs shall be payable  monthly,
together with the monthly installment of Base Rent and any other Additional Rent




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<PAGE>


due and  payable to  Landlord.  Within one hundred  twenty  (120) days after the
beginning of each calendar year,  commencing with the year immediately following
the date of this Lease,  Landlord  shall give Tenant a statement  of  Landlord's
reasonable  estimate  of Building  Operating  Costs for the  calendar  year just
started  ("Building  Operating  Costs  Estimate"),  which  shall be based upon a
determination of past and estimated future operating cost data,  together with a
statement  setting forth the Building  Operating  Costs incurred by the Landlord
during the calendar year ended ("Actual Cost Statement").  Landlord's failure to
give the Building  Operating Costs Estimate or Actual Cost Statement within said
one hundred  twenty  (120) day period  shall not release in any manner  Tenant's
obligations under this Lease, and Landlord may render said Estimate or Statement
at any time thereafter.  In the event that the date of this Lease is not January
1, then the Base Operating  Costs and the Building  Operating Costs shown in the
first  Actual  Cost  Statement  shall  both be  multiplied  by a  fraction  (the
numerator  of which is the number of days that this  Lease was in effect  during
its first  calendar  year and the  denominator  of which is 365) to determine if
Tenant owes Building  Operating  Costs for the first partial  calendar year. The
obligation  of Tenant for its Pro Rata Share of Operating  Expenses for the last
partial calendar year of the Lease shall be similarly  calculated.  Landlord may
revise the monthly operating cost payment provided for herein upward or downward
to reflect more accurately the newly estimated  Building  Operating Costs, which
revision shall be separately set forth in Landlord's  Building  Operating  Costs
Estimate.  All  payments  due at least  thirty  (30) days after  Landlord  gives
Building Operating Costs Estimates or Actual Cost Statement shall be made at the
monthly  rate set forth  therein.  In  addition,  if the Actual  Cost  Statement
reveals that Tenant made under payments or  overpayments  of Building  Operating
Costs during the calendar year just ended,  Tenant shall pay Landlord the amount
of any  underpaying  with thirty (30) days of Landlord's  giving the Actual Cost
Statement and any overpayment shall be credited against the next payments by the
Tenant of its Pro Rata Share of Operating Expenses coming due.

Section 2.3          The  obligations of Tenant  to pay Building Operating Costs
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and any other  Additional  Rent for the term or any extended term of this Lease,
and to maintain and repair the Premises as required by this Lease, shall survive
any termination or expiration of this Lease.

                                  ARTICLE III
                                   INSURANCE

Section 3.1          The  Tenant, at  its sole cost and expense,  shall maintain
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for the mutual benefit of Landlord and Tenant general public liability insurance
against claims for personal injury,  death or property damage occurring upon, in
or about the Premises or any elevators or escalators therein and on, in or about
the  adjoining  streets  and  passageways  if  any,  such  insurance  to  afford
protection  to the limits of not less than the  following  amount:  two  million
dollars  ($2,000,000.00)  in respect of injury or death of a single person,  two
million  dollars  ($2,000,000.00)  in  respect  of any one  occurrence,  and two
million dollars ($2,000,000.00) in respect to property damage.

Section 3.2          All policies of insurance shall be in a form and  substance
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satisfactory to the Landlord, shall be written with companies having a rating of
not less  that A-  in Best's Guide,  and shall  provide  that they  shall not be
cancelable  on less than thirty (30) day's  notice to the  Landlord or holder of
any mortgage. Certificates of insurance shall be furnished to the Landlord prior
to  Tenant's  commencing  occupancy  and at least  thirty (30) days prior to the
expiration  of any  policy.  Tenant's  policies  shall  name  Landlord  and  its
designees as an additional insureds. Nothing herein shall preclude Landlord from
obtaining such insurance as it deems advisable with respect to the Building, and
the cost thereof shall be included in the Operating Costs.

                                   ARTICLE IV
                 LANDLORD'S RIGHT TO PREFORM TENANT'S COVENANTS

Section 4.1          If there shall be an Event of Default under this Lease, the
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Landlord  may,  but shall not be  obligated  to, and without  further  notice or
demand and without  waiving or releasing  the Tenant from any  obligation of the
Tenant  under this  Lease,  make any  payment  or perform  such other act to the



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<PAGE>

extent the Landlord may deem desirable. All sums so paid by the Landlord and all
expenses including reasonable  attorney's fees and costs, together with interest
thereon  at the rate of one and one half  percent  (1.5%)  per  month,  shall be
Additional Rent and be payable by Tenant to the Landlord on demand.

                                   ARTICLE V
        REPAIRS AND MAINTENANCE OF PREMISES-SURRENDER OF PREMISES-WASTE

Section 5.1          Except for obligations  of Landlord  expressly imposed upon
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it in this paragraph,  Tenant covenants at the Tenant's sole expense to keep the
Premises in a clean, orderly condition and free of debris, material and rubbish,
and to maintain in good order and condition and to promptly  repair the Premises
including,  but not limited to, light fixtures,  ballasts,  light bulbs,  locks,
ceilings,  floors,  walls,  woodwork,  counter tops, cabinets,  paint, doors and
glass.  Unless maintenance or repair is required as the result of the conduct of
tenant, its agents,  representatives,  employees or contractors,  Landlord shall
maintain the plumbing,  plumbing fixtures,  heating/air conditioning,  hot water
system,  electrical system,  mechanical system, Building equipment located in or
serving the  Premises,  and  structural  elements of the Building and  Premises.
Landlord  shall also be  obligated  at its  expense to  maintain  and repair (or
improve)  the  portions of the Building not occupied by Tenant in good order and
condition.  All  costs  incurred  by  Landlord  in  performing  its  obligations
hereunder shall be included in Operating Costs.

Section 5.2          Tenant  covenants that  upon expiration  or termination  of
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this Lease for any reason  whatsoever  the Tenant will surrender the Premises to
the Landlord together with all improvements, alterations and replacement thereto
in good  order,  condition  and  repair,  except for  reasonable  wear and tear,
provided  that if  Landlord  requests  Tenant to remove  any such  improvements,
alterations  or  replacements,  then  Tenant  shall  remove same and restore the
Premises to their  prior  condition  at Tenant's  expense.  Upon  expiration  or
termination,  Tenant shall  remove,  to Landlord  satisfaction,  all  petroleum,
hazardous wastes and substances generated or stored at the Premises by Tenant.

Section 5.3          Tenant  covenants not  to or suffer  any  waste,  damage or
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injury to the Premises, or overloading of the Premises' floors.

Section  5.4          Notwithstanding  any   provision  of  this  Lease  to  the
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contrary,  Tenant shall be solely responsible for obtaining and paying the costs
of janitorial services for the Premises, trash removal services concerning trash
generated at the Premises,  and all utilities and telephone  services other than
water. Landlord shall not be obligated to Tenant in any manner whatsoever if any
of the  utilities  and other  services to the Premises are  disrupted,  it being
understood  and agreed upon by the parties  that Tenant  shall obtain at its own
expense such business interruption insurance as it deems advisable to protect it
against all such risks. Nothing in this paragraph shall be constructed to permit
Tenant to make any change or alteration to the Premises  without  complying with
the provisions of Article VII of this Lease.

Section 5.5          Tenant  acknowledges  that it  may be  doing business  with
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various business entities which may deliver,  or cause to be delivered,  various
materials  to  Tenant.  Tenant  covenants  and  agrees  that it  shall,  without
forty-five  (45) days after  occurrence,  repair  damages to  foundation,  roof,
overhead doors, door jambs, entryways,  and exterior walls of the Building where
the  Premises  is  located,  which were caused by the act or omission of Tenant,
Tenant's agents,  employees,  customers,  invitees and suppliers,  their agents,
employees or delivery services.

Section 5.6          Prior to the expiration or termination of the Lease, Tenant
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shall  remove  stains or  deposits  of grease,  oil,  tar,  paint,  or any other
material  used by  Tenant  such  as to  restore  the  Premises  to its  original
condition. Tenant shall not store any motor vehicles on, at, or in the Premises.





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                                   ARTICLE VI
                 COMPLIANCE WITH LAW AND INSURANCE REQUIREMENTS

Section 6.1          Tenant  covenants,  at the Tenant's sole expense, to comply
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with all laws, ordinances and requirements of governmental agencies, legislative
bodies  and courts of  competent  jurisdiction,  of  whatever  kind and  nature,
whether now existing or hereafter enacted,  amended or modified (including,  but
not limited to, any laws,  ordinances and  requirements as related to protection
of the environment policy) which may be applicable to the Premises.

Section 6.2          Tenant  shall not permit Premises to be used or operated in
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any manner such that the Premises may or do become contaminated by any hazardous
substance or environmental pollutant in violation of any federal, state or local
environmental statute or ordinance,  including without limitation,  violation of
the  Comprehensive  Environmental  Response,  Compensation and Liability Act, as
amended from time to time ("CERCLA").

Section 6.3          If  the presence  of hazardous  substances  on the Premises
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caused or permitted by Tenant results in  contamination  of the Premises,  or if
contamination  of the Premises by  hazardous  material  otherwise  occurs to the
extent  caused by any act or omission of Tenant,  then Tenant  shall  indemnify,
defend and hold Landlord harmless from any and all claims,  judgments,  damages,
penalties,  fines, costs, liabilities or losses (including,  without limitation,
diminution in value of the Premises,  damages for the loss or restriction on use
of rentable or usable space or of any amenity of the Premises,  damages, arising
from any adverse  impact on marketing of space,  and sums paid in  settlement of
claims, court costs,  attorney's fees, consultant fees,  investigation costs and
expert  fees)  which  arise  during or after the Lease  term as a result of such
contamination or unacceptable  condition in violation of any federal,  state, or
location  environmental statutes or ordinances,  including,  but not limited to,
violations  of CERCLA.  This  indemnification  of Landlord  by Tenant  includes,
without limitation,  costs incurred in connection with any investigation of site
conditions or any cleanup,  remedial,  removal,  or restoration work required by
any federal, state or local governmental agency or political subdivision because
of  hazardous  material  present  in the soil or  ground  water on or under  the
Premises.  Without  limiting the  foregoing,  if the  presence of any  hazardous
material  on  the  Premises  caused  or  permitted  by  Tenant  results  in  any
contamination or unacceptable  condition of the Premises,  Tenant shall promptly
take all actions,  at its sole expense,  as are necessary to return the Premises
to the  condition  existing  prior to the  introduction  of any  such  hazardous
material to the  Premises,  provided  that  Landlord's  approval of such actions
shall first be obtained,  which approval shall not be  unreasonably  withheld so
long as such actions would not potentially  have any material  adverse effect on
the Premises.

                                  ARTICLE VII
                       CHANGES AND ALTERATIONS BY TENANT

Section  7.1         Tenant   shall   not  make  any   changes  or  alterations,
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structural or otherwise,  to the Premises  without the Landlord's  prior written
consent.  Structural  changes to the Premises may be disapproved by Landlord for
any reason or for no reason in the sole and  absolute  discretion  of  Landlord.
Landlord's  consent  to  nonstructural  changes  or  alterations  shall  not  be
unreasonably  withheld,  but Tenant  acknowledges  and agrees  that among  other
reasons,  Landlord  may withhold  its consent to such  nonstructural  changes or
alterations if such changes or alterations  would adversely affect any insurance
policy.  In addition,  and among other  things,  Landlord may condition any such
consent to Landlord  obtaining adequate assurance from the Tenant that the costs
of removing the changes or alterations  prior to the expiration of the Lease are
secured to Landlord's  reasonable  satisfaction,  and that Landlord is protected
against liens being filed against the Building.

Section 7.2          Subject  to  the provisions  of Section 5.2,  all  repairs,
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improvements,  fixtures,  changes or alterations made or installed by the Tenant
shall  become the  property  of the  Landlord  immediately  upon  completion  of
installation without any payment by or consideration from the Landlord.



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                                  ARTICLE VIII
                             DAMAGE OR DESTRUCTION

Section 8.1          Tenant  covenants and agrees  that in case of  damage to or
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destruction  of the Premises by fire or other  casualty,  Tenant shall  promptly
give written notice thereof to Landlord,  and the Landlord, to the extent of any
insurance  proceeds  actually  received,  shall  repair and  rebuild the same as
nearly as possible to the condition the Premises  were in  immediately  prior to
such  damage or  destruction,  except  that  Landlord  shall not be  required to
rebuild,  repair or replace any part of the partitions,  fixtures,  additions or
other  improvements  which may have been placed in, on or about the  Premises by
Tenant over and above any Tenant finish provided at the inception of this Lease.
Provided however, that in the event the damage or destruction is due to Tenant's
act  omission or  negligence,  Tenant shall pay the cost of such  repairing  and
rebuilding.  Tenant  may  repair or  rebuild  at its  expense  to the extent not
required  to be done by  Landlord  under  paragraph,  but  subject  to  Tenant's
complying with the provisions of Article VII.

Section 8.2          Rent  shall  abate  proportionately  on  such  part  of the
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Premises as may have been rendered wholly  untenantable  until such time as such
part shall be fit for occupancy,  after which time the full amount of Rent shall
be payable.  Tenant hereby waives the  provisions of any law now or hereafter on
effect which would  relieve the Tenant from any  obligation  to pay Base Rent or
Additional Rent under this Lease, except to the extent provided by this Section.
Tenant acknowledges that it may obtain business interruption insurance to insure
itself in the event of damage or destruction,  which insurance shall be the sole
expense of Tenant.

Section 8.3          Notwithstanding  Section 8.1,  if  the Premises or Building
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shall be substantially damaged (substantially is defined as thirty percent (30%)
or  more of the  usable  square  feet in the  Premises  or in the  Building)  or
destroyed by fire or otherwise,  Landlord  shall have the option of  terminating
this  Lease as of the date of such  damage or  destruction  by giving  Tenant at
lease thirty (30) days' written notice.

Section 8.4          Waiver  of  Subrogation.  Tenant  and  Landlord each hereby
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release and relieve the other and waive their entire  right of recovery  against
the their for loss or damage  arising out of or  incident to the perils  insured
against  which  perils  occur  in,  on or  about  Premises,  whether  due to the
negligence of Landlord or Tenant or their agents, employees,  contractors and/or
invitees.  Tenant and Landlord  shall,  upon obtaining the policies of insurance
required  give notice to the  insurance  carrier or carriers  that the foregoing
mutual waiver of subrogation is contained in this Lease.

                                   ARTICLE IX
                                  CONDEMNATION

Section 9.1          If  the whole or  part of the Premises shall be taken under
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the power of eminent  domain,  or shall be sold by the Landlord  under threat of
condemnation proceedings (which shall be deemed to exist upon formal or informal
notification from any condemning authority),  then this Lease shall terminate as
part so taken or sold on the day when  Tenant is  required  to yield  possession
thereof. Landlord shall make such repairs and alterations as may be necessary in
order to restore the part not taken or sold to useful  condition,  and Base Rent
and  Tenant's  Pro Rata Share shall be abated as to the portions of the Premises
so taken or sold.  Provided  however,  that  Landlord  shall not be  required to
expend  more  on  repair  of the  Premises  than  it  receives  on  condemnation
proceedings. If more than thirty (30%) of the Premises is so taken or sold so as
to impair  substantially the usefulness of the premises,  then Tenant shall have
the option to  terminate  this Lease as of the date when  Tenant is  required to
yield possession.  All compensation  awarded or paid for any such taking or sale
shall  belong to and be the property of the  Landlord.  In the event of any such
taking,  however,  Tenant  will  have the  right to that  portion  of any  award
specifically  pertaining to Tenant's moving  expenses and leasehold  improvement
owned by Tenant.

Section 9.2          Notwithstanding  Section 9.1, if  all or any portion of the
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Premises  shall  be  taken  or sold on any  proceeding  or  upon  threat  of any
proceeding,  Landlord  shall have the option of  terminating  this Lease upon at
least thirty (30) day's written notice to Tenant.



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                                   ARTICLE X
                   CONDITIONS OF WORK FOR REPAIRS-ALTERATIONS

Section 10.1         All work for repairs as required by Section 5.1, compliance
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with laws,  ordinances,  regulations or requirements as required by Section 6.1,
and for changes or  alterations  permitted by Section 7.1,  shall be done in all
cases subject to reasonable  conditions which the Landlord may impose,  and in a
good and workmanlike manner.

                                   ARTICLE XI
                                MECHANIC'S LIENS

Section 11.1         Tenant shall  not suffer nor permit any mechanics' or other
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liens to be filed  against  the  Building,  the  Premises,  or against  Tenant's
leasehold  interest  in the  Premises  by reason  of work,  labor,  services  or
materials  supplied  or  claimed to have been  supplied  to the Tenant or anyone
holding  the  Premises  or any part  thereof  through or under the  Tenant.  The
Landlord shall have the right at all times to post any notice which the Landlord
may deem to be necessary or advisable for the protection of the Landlord and the
Building from mechanics'  liens. If a mechanics' lien shall be filed against the
Premises,  Tenant shall  discharge  it within  twenty (20) days after the filing
date,  except that if Tenant  desires to contest such lien,  it will comply with
such statutory  procedures as may be available to release the lien within twenty
(20) days after filing date. If a final  judgment  establishing  the validity or
existence  of a lien for any amount is entered,  Tenant will pay and satisfy the
same at once. If Tenant fails to pay and charge for which a mechanics'  lien has
been  filed,  or has not  complied  with  such  statutory  procedures  as may be
available to release the lien, then, in addition to any other rights or remedies
available,  Landlord  may, but shall not be obligated  to,  discharge the amount
claimed  to be due or cause the lien to be  released  in any other  manner.  Any
amount paid by Landlord with respect thereto,  and all attorneys' fees and costs
of the Landlord,  with  interest at the rate of one and one half percent  (1.5%)
per month, shall upon demand be paid by the Tenant to the Landlord.

                                  ARTICLE XII
                       LANDLORD'S RIGHT TO ENTER PREMISES

Section  12.1         Tenant   agrees   to   permit   the   Landlord   and   its
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representatives,  upon  reasonable  notice,  to enter the  Premises at all times
during  usual  business  hours or at any  other  time in case of  emergency,  to
inspect  the same and the  Landlord  may,  but shall not be  obligated  to, make
repairs deemed necessary or desirable by the Landlord and to perform any work in
the  premises  deemed  necessary  by the  Landlord  to  comply  with  any  laws,
ordinances,  regulations or  requirements of any  governmental  authority or the
recommendations  of any  insurer.  During the  progress  of any such  work,  the
Landlord may keep and store upon the Premises all necessary materials, tools and
equipment.  The  Landlord  shall not in any event be liable  for  inconvenience,
annoyance, disturbance, loss of business or other damage to Tenant.

Section  12.2         Tenant   agrees   to   permit   the   Landlord   and   its
-------------
representatives,  upon  reasonable  notice,  to enter the Premises  during usual
business hours to exhibit the same for the purposes of sale,  mortgage or lease.
During  the final six (6)  months of the term of this  Lease,  or in the case of
default, Landlord may display "For Sale" or "For Lease" signs.

                                  ARTICLE XIII
                           ASSIGNMENT AND SUBLETTING

Section 13.1         Tenant shall not, without Landlord's prior written consent,
------------
which will not be unreasonably withheld: (a) assign, convey,  mortgage,  pledge,
encumber or otherwise transfer (whether  voluntarily or otherwise) this Lease or
any interest under it (in the event Tenant is a corporation, any transfer, sale,
pledge,  or other  disposition  cumulatively  of more  than  fifty  (50%) of the
corporate  stock or voting  securities of Tenant shall be deemed as assignment);
(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


                                       -8-
<PAGE>


use of  occupancy  of the  Premises or any part thereof by anyone other than the
Tenant.  In no event shall Landlord be held responsible for monetary damages for
the withholding of consent.  Notwithstanding  any provision of this Lease on the
contrary,  Tenant shall not be released from any of its obligations hereunder as
a result  of any  assignment  or  subletting,  the  acceptance  of rent from any
unapproved assignee or subtenant shall not constitute  Landlord's consent to any
such assignment or subletting, the consent to any assignment or subletting shall
not be deemed a consent  to any  subsequent  assignment  or  subletting,  and no
option to renew or extend this Lease or any other  option that may be granted to
Tenant in this Lease  shall be  exercisable  by any  assignee or  subtenant,  as
Tenant  agrees that all of such options to Tenant are personal to Tenant and may
not be exercised by any other party.  Landlord's  consent to any  assignment  or
subletting  may  be  conditioned   upon,  among  other  things,   the  financial
capabilities of the proposed assignee or subtenant. Under no circumstances shall
Landlord be required to consent to the  assignment  or  subletting  to any party
whose  business  Landlord   determined  is  more  likely  to  utilize  hazardous
substances or is more likely to adversely effect any insurance policy respecting
the property.

Section 13.2         Tenant  agrees to pay  Landlord, on demand, reasonable fees
------------
incurred by Landlord in  connection  with any request by Tenant for  Landlord to
consent to any assignment or subletting by Tenant.

Section 13.3         If this  Lease is assigned, or  if the Premises or any part
------------
thereof by sublet to otherwise is occupied by anyone other than Tenant, Landlord
may collect  Rent from any such  assignee,  subtenant  or occupant and apply net
amount collected to the Rent herein reserved,  but such assignment,  subletting,
occupancy  or  collection  of Rent  shall be deemed a waiver of any of  Tenant's
covenants  contained  in  this  Lease,  or a  release  of  Tenant  from  further
performance  of Tenant's  covenants  including,  but not  limited  to,  Tenant's
covenants to pay Rent.

Section 13.4         Upon  assignment,  subletting  or  other  occupancy of  the
------------
Premises, Tenant shall pay to Landlord monthly as Additional Rent, the excess of
consideration  received or to be received during such month over Rental reserved
for such month in this Lease which is applicable to such portion of the Premises
so assigned, sublet or occupied.

Section 13.5         In the event Tenant, with Landlord's prior written consent,
------------
subleases to a third party,  the  subtenant  shall be subject to and comply with
all requirements of this Lease.

                                  ARTICLE XIV
                              RIGHTS OF MORTGAGEE

Section 14.1         The  rights of Tenant  hereunder are  and shall  be, at the
------------
election of any mortgages,  subject and  subordinate to the lien of any deeds of
trust,  mortgages,  the  encumbrance  of any  leasehold  financing,  or the lien
resulting from any other method of financing or refinancing, now or hereafter in
force  against the  Building,  and to all advances  made or hereafter to be made
upon the security  thereof  (the  "Superior  Instruments").  With respect to any
Superior Instrument filed of record after the execution of this Lease,  Landlord
will request in writing that the holder thereof give a nondisturbance  agreement
to the  Tenant.  Tenant  acknowledges  and agrees  that any such  nondisturbance
agreement  may be on a standard  form  utilized by the holder.  Tenant  shall be
solely  responsible  for  seeking  to  negotiate   satisfactory  terms  of  such
nondisturbance  agreement.  However,  if  the  holder  refuses  to  propose  any
nondisturbance  agreement or a proposed nondisturbance  agreement contains terms
and  conditions  not  satisfactory  to  Tenant,  such  circumstances  shall  not
constitute  a default by Landlord  under this  Lease.  Rather,  Landlord's  sole
obligation with respect to any such nondisturbance agreement shall be to request
the same in writing as described above.





                                       -9-
<PAGE>


                                   ARTICLE XV
           INDEMNIFICATION OF LANDLORD-NO REPRESENTATION BY LANDLORD

Section 15.1         Landlord  shall  not  be  liable to  Tenant  or to Tenant's
------------
employees,  agents or visitors, or to any other person or entity, for any injury
to  person  or damage to or loss of  property  in or about the  Premises  or the
Building  caused by the act,  omission or negligence of Tenant,  its  employees,
subtenants,  licensees or  concessionaires,  or of any other person entering the
Building  under the express or implied  invitation of tenant,  or arising out of
the use of the  Premises by Tenant and the conduct of it  business  therein,  or
arising  out of any  breach  or  default  by Tenant  in the  performance  of its
obligation  hereunder or resulting from any other cause except  Landlord's gross
negligence,  and Tenant hereby agrees to indemnify Landlord and hold it harmless
from any loss,  expenses  (including  attorney's  fees) or claims arising out of
such damage or injury.

Section 15.2         Landlord has made no representations in connection with the
------------
condition  of the  Premises,  and  Tenant's  commencement  of  occupancy  of the
Premises  shall  constitute  Tenant's  agreement  that the  Premises are in good
condition.

                                  ARTICLE XVI
          DEFAULT PROVISIONS-REMEDIES OF LANDLORD-WAIVER OF JURY TRIAL

Section 16.1         The  following  events  shall  be deemed  to  be Events  of
------------
Default by Tenant under this Lease:

                    (a)  Tenant shall fail to pay any  installment  of Base Rent
                         or amount of Additional Rent when due.

                    (b)  Tenant   shall  (i)  apply  for  or   consent   to  the
                         appointment of a receiver, trustee or liquidator of the
                         Tenant or of all or a  substantial  part of its assets,
                         (ii)   becomes   insolvent  or  admit  in  writing  its
                         inability to pay its debts as they come due, (iii) make
                         a general assignment for the benefit of creditors, (iv)
                         file a petition  or answer  seeking  reorganization  or
                         arrangement  with creditors or to take advantage of any
                         insolvency law, or otherwise  become the subject of any
                         proceeding  under any such law,  or (v) make a transfer
                         in fraud of creditors.

                    (c)  Tenant  shall  abandon or vacate  for more than  thirty
                         (30) days any substantial portion of the Premises.

                    (d)  Tenant shall fail to comply with any term, provision or
                         covenant  of  this  Lease   (other  than  the  forgoing
                         provisions  of this  Section  16.1)  and shall not cure
                         such  failure  within  twenty  (20) days after  written
                         notice thereof to Tenant.

                    (e)  Tenant  shall fail to comply with the  requirements  of
                         Section 11.1 of this Lease.

Section 16.2         If an Event of Default occurs, then Landlord may either:

                    (a)  Give Tenant written  notice of Landlord's  intention to
                         terminate  Tenant's  right  of  possession  under  this
                         Lease,  in which event  Landlord may proceed to recover
                         possession  of the  Premises by any lawful  means.  The
                         obligation  of Tenant to pay and the right of  Landlord
                         to recover  all Rent,  including  accrued  rent and all
                         future rent and other  charges owed for what would have
                         been the remaining the term of the Lease, together with
                         the costs of  collection,  including  attorneys'  fees,
                         shall  survive   termination   of  Tenant's   right  of
                         possession.




                                      -10-
<PAGE>


                    (b)  Unless required by law, without further notice, reenter
                         and  take  possession  of the  Premises,  or  any  part
                         thereof,  and repossess  the same as Landlord's  former
                         estate,  and expel Tenant and those claiming through or
                         under  tenant and remove the  effects of either or both
                         without  being deemed guilty of any manner of trespass,
                         without being deemed to have elected to terminate  this
                         Lease,  and  without  prejudice  to  any  remedies  for
                         arrears of Rent and  preceding  breaches of  covenants.
                         After  reentering and repossessing the Premises without
                         terminating  this  Lease,  Landlord  may,  from time to
                         time, without terminating this Lease relet the Premises
                         or any part  thereof  on behalf of Tenant for such term
                         or terms and at such rent or rents, and upon such other
                         terms and  conditions as Landlord may deem advisable in
                         its sole discretion (including  concessions,  free rent
                         and  payment  of  commissions),  with the right to make
                         alterations and repairs to the Premises.

In the  event  Landlord  does not  elect to  terminate  this  Lease,  but on the
contrary elects to take  possession,  then such  repossession  shall not relieve
Tenant of its  obligations  and liability  under this Lease,  all of which shall
survive such repossession.  In the event of such repossession,  Tenant shall pay
Landlord as Rent all Rent which would be payable  hereunder if such repossession
had not occurred, less the net proceed, if any, of any reletting of the Premises
after  deducting  all of  Landlord's  expenses  in  connection  with  reletting,
including,  but not limited to, all repossession costs,  brokerage  commissions,
legal  expenses,  expenses  of  employees,  costs  of  alteration,  expenses  of
preparation for reletting,  rental  concessions and free rent.  Tenant shall pay
such Rent to  Landlord  on the days on which the Rent  would  have been  payable
hereunder if possession had not been retaken.

Any damage or loss  sustained  by  Landlord  following  Landlord's  election  to
reenter  and  repossess  the  Premises  without  terminating  this  Lease may be
recovered  by  Landlord,  at such  time  and  from  time  to  time  as  Landlord
determines.

In the event this Lease is terminated,  Tenant shall in all events remain liable
to  Landlord  for  damages  in an amount  equal to the Rent and other sums which
would have been owing by Tenant  hereunder  for the balance of the Term had this
Lease not been  terminated,  plus all  amounts  incurred by Landlord in order to
obtain possession of the Premises and relet the same, including attorney's fees,
reletting expenses, alterations and repair costs, brokerage commissions, and all
other like  amounts.  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  hereunder if this Lease had not been terminated,  and Landlord shall be
entitled to receive the same from Tenant on each such day. Alternatively, at the
option of Landlord,  in the event this Lease is  terminated,  Landlord  shall be
entitled to recover  forthwith  against  Tenant in addition to damages  owing to
Landlord for any period prior to the  termination  date,  as damages for loss of
the bargain and not as a penalty,  an amount equal to the worth,  at the time of
award by the  court  having  jurisdiction  thereof,  of the  amount by which the
unpaid Rent for the balance of the Term after the time of such award exceeds the
amount of such  Rental  loss of the same  period  that  Tenant  proves  could be
reasonably  avoided,  plus all  amounts  incurred by Landlord in order to obtain
possession  of the  Premises  and  relet the same,  including  attorneys'  fees,
reletting expenses,  alterations and repair costs, brokerage commissions and all
other like amounts.

All rights and  remedies of Landlord  under this Lease shall be  cumulative  and
shall not be exclusive  of any other  rights and  remedies  provided to Landlord
under applicable law.

Section 16.3         Landlord  and  Tenant  hereby  waive  trial by jury  in any
------------
action,  proceeding or counterclaim brought by either party against the other on
any matters arising out of or in connection with this Lease, the relationship of
Landlord  and Tenant  thereunder,  the  Premises  or Tenant's  use or  occupancy
thereof.  The terms "enter" or "entry" as used in this Lease are not  restricted
to their technical legal meaning.  In the event of litigation  under this Lease,
the prevailing  party shall be awarded its costs incurred  therewith,  including
reasonable  attorney's fees.  Notwithstanding any provision of this Lease to the



                                      -11-
<PAGE>


contrary,  in no event shall  Landlord be deemed to terminate  this Lease unless
Landlord expressly declares such termination in writing.  Specifically,  but not
by way of  limitation,  Landlord's  service  of any paper  under the  applicable
forcible  entry and detainer  statute shall not  constitute a termination of the
Lease unless Landlord expressly states therein that it is terminating the Lease.

                                  ARTICLE XVII
                                  HOLDING OVER

Section 17.1         Tenant   covenants  that   it  shall  vacate  the  Premises
------------
immediately  upon the  expiration or sooner  termination  of this Lease.  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 200% monthly
rate  specified in Section 1 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.
The provisions of this Section do not exclude the  Landlord's  right of re-entry
or any other right hereunder,  including without limitation, the right to refuse
double the monthly rent and instead to remove Tenant through proceeding pursuant
to Colorado  statutes for holding over beyond the expiration of the term of this
Lease.

                                 ARTICLE XVIII
                      INVALIDITY OF PARTICULAR PROVISIONS

Section 18.1         If any covenant, agreement or condition of this Lease shall
------------
to any extent be invalid or unenforceable, the remainder of this Lease shall not
be affected thereby.  Each covenant,  agreement or condition of this Lease shall
be valid and enforceable to the fullest extent permitted by law.

                                  ARTICLE XIX
                                    NOTICES

Section 19.1         Notices, demands and requests  which may or are required to
------------
be given by either  party to the other  shall be in writing  and shall be deemed
given when hand  delivered,  or one business day after  delivery to an overnight
delivery  carrier that gives  receipts for delivery,  or two business days after
being  deposited  with the United States  Postal  Service for delivery by United
States Certified Mail, return receipt requested, postage prepaid, (a) if for the
Tenant,  addressed  to the Tenant at the  Premises or at such other place as the
Tenant may from time to time designate by written notice to the Landlord, or (b)
if for the  Landlord,  addressed to the Landlord at 8461 Turnpike  Drive,  Suite
206,  Westminster,  Colorado  80031,  or at such other place as the Landlord may
from time to time  designate  by written  notice to the Tenant.  "Business  day"
means Monday through  Friday,  excluding days on which national banks are closed
in Colorado.

Section 19.2         Tenant  shall promptly deliver  to the Landlord, (i) 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 (ii) copies of any  documents
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 of the Premises.

                                   ARTICLE XX
                                QUIET ENJOYMENT

Section 20.1         The  Landlord covenants  and agrees  that the  Tenant, upon
------------
paying  the Base  Rent  and  Additional  Rent  required  under  this  Lease  and
performing  the  covenants,  agreements  and  conditions  of this  Lease  on the
Tenant's part to be performed and  fulfilled,  shall  lawfully and quietly hold,
occupy and enjoy the premises during the term of this Lease,  subject,  however,
to the provisions of this Lease.




                                      -12-
<PAGE>


                                  ARTICLE XXI
                       LIMITATION OF LANDLORD'S LIABILITY

Section 21.1         The term "Landlord" as used in  this Lease shall be limited
------------
to 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  relieved  from and  after the date of such
transfer  of all  liability  on the part of  Landlord  contained  in this  Lease
thereafter  to be  preformed,  provided  that  any  funds  in the  hands of such
Landlord then transferor at the time of such transfer, including but not limited
to the  security  deposit,  in which the Tenant had an interest  shall be turned
over to the  transferee  and upon  any  such  transfer,  the  Landlord  shall be
released  from any liability for such fund.  The  transferee  shall be deemed to
have assumed,  subject to the limitations of this Section, all of the covenants,
agreements and conditions on this Lease contained to be preformed on the part of
the  Landlord,  it being  intended  hereby  that the  covenants  and  agreements
contained  in this Lease on the part of the  Landlord to be  preformed  shall be
binding on the Landlord,  its successors and assigns, only during and in respect
of their respective periods of ownership. Notwithstanding any provisions of this
Lease to the  contrary,  the  liability of Landlord for  Landlord's  obligations
under this Lease shall not exceed and shall be limited to Landlords  interest in
the  Building  and  Tenant  shall  not look to any other  property  or assets of
Landlord either to enforce Landlord's obligations under this Lease or to satisfy
a judgment  for  Landlord's  failure to perform  such  obligations.  Neither the
shareholder,   directors,   officers,   partners,   or  any  other   individuals
representatives  of the  Landlord  or any  individual  owing an  interest in the
Landlord shall be liable for the performance of any obligation of Landlord under
this Lease.

                                  ARTICLE XXII
                         ESTOPPEL CERTIFICATE BY TENANT

Section 22.1         At  any  time and  from  time to  time upon  not less  than
------------
ten (10)  days'  prior  request  by the  Landlord,  Tenant  agrees  to  execute,
acknowledge  and deliver to Landlord a statement on writing  certifying (a) that
this  Lease is  unmodified  and in full  force and  effect or if there have been
modification,  that  the  same is in full  force  and  effect  as  modified  and
identifying  the  modifications,  (b) the  dates  to  which  the  Base  Rent and
Additional  Rent have been  paid,  and (c) that the  Landlord  is not in default
under any  provisions of this Lease,  or if Tenant claims a default by Landlord,
then Tenant shall so state and specify the claimed  default.  If Tenant fails to
provide an estoppel  certificate in a timely manner, then Tenant shall be deemed
to have  admitted  all of the  matters  specified  above as may be  stated in an
estoppel  certificate  prepared by Landlord on behalf of Tenant.  It is intended
that any such  statement  may be relied upon by any person  proposing to acquire
the  Landlord's  interest  in this  Lease or any  prospective  mortgagee  of, or
assignee of any mortgage upon, such interest.

                                 ARTICLE XXIII
                  CUMULATIVE REMEDIES-NO WAIVER-NO ORAL CHANGE

Section 23.1         The  specified remedies  to which the  Landlord may  resort
------------
under  the  terms  of this  Lease  are  cumulative  and are not  intended  to be
exclusive of any other remedies or means of redress to which the Landlord may be
entitled,  either  at law or in  equity,  in case of any Event or  Default.  The
failure  of the  Landlord  to insist in any one or more  cases  upon the  strict
performance  or  observance of any  covenants,  agreements or conditions of this
Lease or to exercise any option herein  contained shall be construed as a future
waiver of such  covenant,  agreement,  condition  or  option.  A receipt  by the
Landlord of Rent with  knowledge  of the breach of any  covenant,  agreement  or
condition  hereof shall not be deemed a waiver of such breach,  and no waiver by
the  Landlord of any  covenant,  agreement  or  condition of this Lease shall be
deemed to have been made unless expressed in writing and signed by the Landlord.
In addition to the other remedies in this Lease,  the Landlord shall be entitled
to the  restraint by  injunction  of the  violation,  or attempted or threatened
violation,  of any of the covenants,  agreements or conditions of this Lease. No
receipt of monies by Landlord from Tenant after the  termination or cancellation
of this Lease shall reinstate, continue or extend the term hereof, or affect any
notice  given to  Tenant,  or operate  as a waiver of the right of  Landlord  to



                                      -13-
<PAGE>


enforce the payment of Rent then due or thereafter  falling due, or operate as a
waiver of the right of Landlord to recover  possession of the Premises by proper
suit,  action,  proceedings or other remedy. It is agreed that after the service
of notice to terminate or cancel this Lease, or after the  commencement of suit,
action or summary  proceedings  or of any other remedy,  or after final order or
judgment for the  possession of the Premises,  Landlord may demand,  receive and
collect any monies then due, or thereafter  becoming due,  without in any manner
affecting such notice, proceeding,  suit, action, order or judgment, and any and
all such monies so  collected  shall be deemed to be payments on account for the
use and occupancy of the Premises, or at the election of Landlord, on account of
Tenant's  liability  hereunder.  Acceptance  of the keys of the  premises or any
similar act by Landlord or any agent or employee of Landlord shall not be deemed
to be an acceptance of a surrender of the Premises unless Landlord has expressly
consented on Writing.

Section 23.2         This  Lease  constitutes the  entire agreement  between the
------------
parties. This Lease shall not be amended or modified except in writing signed by
the party against whom enforcement of the amendment or modification is sought.

                                  ARTICLE XXIV
                                   BROKERAGE

Section 24.1         Tenant  represents and  warrants that  it has dealt with no
------------
broker, agent or other person concerning this transaction, other than the broker
specified  in the  Definitions  section  of this  Lease,  and  Tenant  agrees to
indemnify  and hold Landlord  harmless  from and against any claims,  (including
attorneys'  fees  incurred by Landlord in  defending  such  claims) by any other
broker,  agent or person  claiming a commission or other form of compensation by
virtue of having dealt with Tenant with regard to this leasing transaction.  The
provisions of this Article shall survive the  termination  or expiration of this
Lease.

                                  ARTICLE XXV
                                SECURITY DEPOSIT

Section 25.1         Tenant has deposited with Landlord the sum specified in the
------------
Definition  section of this Lease as security  for the return of the Premises in
good order and condition  and the full  performance  of every  provision of this
Lease to be performed by Tenant.  The security  deposit  shall not be applied to
the payment of Rent,  provided however,  that if Tenant defaults with respect to
any provision of this Lease,  Landlord may use,  apply or retain all or any part
of this security deposit for the payment of any Base Rent and Additional Rent in
default,  or for 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 less,  cost or damage which Landlord may suffer by reason
of  Tenant's  default.  If any  portion of said  deposit is so used or  applied,
Tenant  shall,  with ten (10)  days  after  written  demand,  deposit  cash with
Landlord in an amount sufficient to restore the security deposit to its original
amount. For full security deposit reimbursement the following conditions must be
met:

                    a)   All walls must be clean and free of holes.

                    b)   Any  overhead  door must be free of any broken  panels,
                         cracked  lumber or dented  panels.  The  overhead  door
                         springs,  rollers, tracks, motorized door operator, and
                         all other items  pertaining  to the overhead  door must
                         also be in good working condition.

                    c)   All floors  must be clean and free of  excessive  dust,
                         dirt, grease, oil and stains.

                    d)   No ceiling tiles shall be missing or damaged.

                    e)   All trash must be removed  from both inside and outside
                         of the Building.


                                      -14-
<PAGE>


                    f)   All lights bulbs and ballast's must be working.

                    g)   The  Premises  must  otherwise  be in good  conditions,
                         reasonable wear and tear excepted.

In the event  Tenant has  complied  with the above  conditions,  Landlord  shall
return the security deposit (without  interest) to Tenant within sixty (60) days
after either the  termination or expiration of this Lease,  or the surrender and
acceptance by Landlord of the Premises.  Notwithstanding the foregoing, Landlord
may retain the security deposit for non-payment of Base Rent or Additional Rent,
utility  charges,  costs  incurred  relating  to  abandonment  of the  Premises,
repairs,  work  contracted  for by the Tenant or any other charge due under this
Lease by Tenant to Landlord.

                                  ARTICLE XXVI
                            MISCELLANEOUS PROVISIONS

Section 26.1         Tenant shall not  place on the outside of  the Building any
------------
sign, advertisement, illumination or projection without Landlord's prior written
consent.  In  multi-tenant  buildings,  Tenant  shall  pay for and  comply  with
Landlord's uniform signage requirements.

Section 26.2         This Lease shall be  constructed and enforced in accordance
------------
with the laws of the State of  Colorado.  Time is of the essence with respect to
Tenant's performance of its obligations under this Lease.

Section 26.3         The parties  hereto agree  that the covenants and agreement
------------
herein  contained  shall  bind and inure to the  benefit  of the  Landlord,  the
Tenant, and their respective successors and assigns.

Section 26.4         If any of Tenant's  checks fail to clear the bank, Landlord
------------
may demand all future Rent payments to be either in the form of cash,  certified
check,  money order,  wire transfer or cash  equivalent  fund.  Additionally,  a
$150.00 return check fee shall be paid by Tenant for each check or other payment
returned to Landlord unpaid.

Section 26.5         "Reasonable wear and tear" is hereby defined as that degree
------------
of wear  and  tear  which  would  normally  occur  in the  permitted  use of the
Premises,  but  notwithstanding  the  foregoing  or any other  provision of this
Lease, it shall not include any physical damage to the floors,  floor coverings,
walls,  or  ceiling  of the  Premises,  nor any damage  caused  thereto  through
operation of machinery, office equipment or other equipment or furniture used in
the operation of Tenant's business.  Additionally, if Tenant's use, by reason of
fumes discharged or liquids used by Tenant, should cause damage to the Premises,
either interior or exterior,  said damages shall not be deemed  "reasonable wear
and  tear",  and  Tenant  shall be liable for the  complete  restoration  of the
Premises to the condition existing at Tenant's Lease commencement.  Damage which
does not come within the scope of "reasonable wear and tear" shall include,  but
     ---
not be limited to damaged,  rusting or corroded walls,  floors, floor coverings,
ceilings,  doors,  windows,  metal bar  joists,  steel  decks,  or roof vents or
stacks.

Section 26.6         Any form of smoking of any substance in the Premises and in
------------
any common  areas in the  building  in which the  Premises is situate by Tenant,
Tenant's  employees,  agents,  customers,  contractors  and any other  person or
persons  whatsoever  in or about the  Premises  and common areas at the request,
invitation,  or sufferance of the Tenant,  or any of the foregoing,  is strictly
prohibited.





                                      -15-
<PAGE>


In Witness Whereof,  the Landlord and the Tenant have executed this Lease on the
dates specified below.


                                         Landlord:

                                         /s/ Ward West Properties
                                         ------------------------------------
                                         By: /s/ Donald J. Schawl
                                           ----------------------------------
                                         Title: /s/ Co-Manager
                                               ------------------------------
                                         Date: /s/ 8/28/00
                                              -------------------------------

                                         TENANT:

                                         /s/ Nicklebys
                                         ------------------------------------
                                         By: /s/ Bruce A. Capra
                                            ---------------------------------
                                         Title: /s/ C.E.O
                                               ------------------------------
                                         Date: /s/ 8/28/2000
                                              -------------------------------






















                                      -16-
<PAGE>


                              RULES AND REGULATIONS

1.   The sidewalks and driveways will not be obstructed by any of the Tenants or
     used by then for any  purpose  other than for the ingress and egress to and
     from their respective premises.

2.   All Tenants shall adhere to and obey all such parking  control  measures as
     may be  placed  onto  effect  by the  Landlord  through  the use of  signs,
     identifying decals or other instructions.

3.   Any electric  wiring that the Tenant desires to introduce into his premises
     must be  connected  as directed by the  Landlord.  No boring or cutting for
     wires will be allowed except with a specific  consent of the Landlord.  The
     location of telephones, electrical appliances, call boxes, intercoms and so
     forth shall be prescribed by the Landlord.

4.   The Tenant shall not change locks or install  other locks on doors  without
     the written consent of the Landlord. Tenant shall provide Landlord with two
     keys for each lock set so changed.

5.   The Tenant shall give prompt  notice to the building of any accidents to or
     defects in plumbing,  electrical  fixtures or heating apparatus so that the
     same may be attended to properly.

6.   The Tenant  shall not permit or suffer the demised  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,  or  vibrations  or
     interfere in any way with other Tenants or those having  business  therein,
     nor shall any animals or birds be kept in or about the building.

7.   No cooking shall be done or permitted by Tenant on the demised  premise nor
     shall offices of the building be used, nor any part thereof permitted to be
     used for lodging.

8.   Each  Tenant  upon the  termination  of the  tenancy  shall  deliver to the
     Landlord all keys of the  offices,  rooms and toilet rooms which shall have
     been furnished to the Tenant.

9.   Tenant shall see that doors of the premises are closed and securely  locked
     before  leaving the building and must observe strict care not to leave such
     doors and so forth open and exposed to the weather or other  elements,  and
     each Tenant shall  exercise  extraordinary  care and caution that all water
     faucets or water  apparatus are entirely shut off before Tenant of Tenant's
     employees  leave  the  building,  and  that  all  electricity,  gas and air
     conditioning  shall  likewise be carefully shut off, so as to prevent waste
     or damage, where controlled by Tenant.

10.  The Landlord reserves the right, at any time, to rescind any one or more of
     these rules and regulations as in the Landlord's  judgment may from time to
     time be necessary for the safety,  care,  and  cleanliness of the premises,
     and for the preservation of order therein.



          ACCEPTED, this 28th of August, 2000
                         ----    ------

                                         By:




                                         /s/Bruce A Capra
                                         -----------------------------------
                                         Tenant





                                      -17-
<PAGE>