<PAGE>

                                                                    EXHIBIT 10.1


                  BERGER BRIGGS REAL ESTATE & INSURANCE, INC.

                     215 THIRD STREET, S.W.-P.O. DRAWER K
                         ALBUQUERQUE, NEW MEXICO 87103
                                 (505)247-0444


                                     Lease

     This Indenture, made this 10/th/ day of July, 1997, by and between 600
Central Partners, hereinafter, whether singular or plural, masculine, feminine,
or neuter, designated as "Landlord", which expression shall include Landlord's
heirs, executors, administrators, assigns, and successors in interest, and
International Thoroughbred Breeders, Inc., hereinafter, whether singular or
plural, masculine, feminine, or neuter, designated as "Tenant", which expression
shall include all Tenants, jointly and severally, and shall include Tenant's
heirs, executors, administrators, assign, and successors in interest,
WITNESSETH:

I.   DEMISE OF PREMISES. Landlord, for and in consideration of the covenants and
agreements herein contained to be kept and performed by Tenant, Tenant's heirs,
executors, administrators, assigns, and successors in interest, and upon the
terms and conditions herein contained, does hereby let, lease and demise to
Tenant the following-described premises situate in Albuquerque, in the County of
Bernalillo, State of New Mexico, to-wit: Suite 300 (the entire third floor) at
the Quickel Building, located at 600 Central SW, containing approximately 9,935
square feet of rentable space, as shown on attached Exhibit A.

     Landlord agrees, prior to commencement of the Lease, at Landlord's sole
expense, to perform the work described and illustrated in detail on the attached
Exhibit A. If additional alterations are required by Tenant and the cost to
Landlord for remodeling exceeds $90,000, then such cost for additional
alterations will be borne solely by Tenant and any delays due to additional
alterations will not suspend commencement of the lease.

     Parking: Included in the monthly rental stated below, Tenant shall have the
     -------
exclusive use of seven (7) parking spaces in the enclosed, covered parking
structure and seven (7) parking spaces in the adjacent surface parking lot.

II.  TERM OF LEASE. The term of this lease shall be for a period of five (5)
years, commencing August 1, 1997 and ending July 31, 2002. If the first day of
occupancy occurs other than August 1, 1997, rent will be prorated at $286.00
per day.

III. RENT.  Tenant, for and in consideration of this Lease and the demise of the
said premises by Landlord to Tenant, hereby agrees and covenants with Landlord
to pay as rent and deposit for the said premises, without notice or demand in
the following manner, to-wit:

     A minimum of Five Hundred Ninety-Seven Thousand Nine Hundred Seventy and
no/100 Dollars ($597,970.00) with CPI adjustments to be calculated as stated
below. Upon execution of this Lease Tenant shall pay $18,580.00; $10,000.00 -
                                                     ----------  ----------
representing lease deposit to be held


Landlord Initial   D.P.            Tenant Initial   J.Z.
                  ------                           ------

                                       1

<PAGE>

by Landlord during the term of this lease to guarantee performance of all
covenants and conditions of this Lease. Said deposit shall be refunded in whole
or in part depending on the condition of the premises at the expiration of the
term and upon Tenant's full performance of all covenants and conditions
contained herein; the balance of $ 8,580.00 represents advance payment of
                                 ----------
August, 1997 rent. Commencing September 1, 1997 and on the first of every month
up to and including January 1, 1998, unless Tenant has expanded into the entire
leased space, Tenant shall pay $ 8,580.00 as advance monthly rent for the
                               ----------
occupied portion of the leased premises. Commencing no later than February 1,
1998 and on the first of every month up to and including July 1, 1999, Tenant
shall pay $ 9,935.00 as advance monthly rent for the entire third floor. The
          ----------
advance monthly rent will be adjusted as of August 1, 1999 and annually
thereafter by the percentage change in the Consumer Price Index (CPI), All Urban
Consumers, U.S. Cities Average, all items, between the first and last months of
the immediately preceding adjustment period. In no event shall the adjusted
rental amount during any twelve-(12) month period be less than that of the
immediately preceding twelve (12) month period. At such time as the adjusted
rent amount can be determined, Tenant shall immediately pay to Landlord the
additional rent, which has accrued under this adjustment provision, and
thereafter pay the adjusted amount as advance monthly rent.

     Late fee: A late charge equal to 10% of the amount that is late will be
     --------
charged for any payment past 10 days from due date.

     All of the rent shall be paid by Tenant to Landlord or Landlord's order in
lawful money of the United States at Berger Briggs Real Estate & Insurance, 215
                                     ------------------------------------------
Third St. SW, P.O. Drawer K. Albuquerque, NM 87103, or at such other place as
--------------------------------------------------
Landlord may designate from time to time for this purpose.

IV.  USE OF PREMISES. Tenant, for and in consideration of this lease and the
demise of the said premises by Landlord to Tenant, hereby agrees and covenants
with Landlord to use and occupy the said premises for the purpose of general
office use and for no other purpose without first obtaining the written consent
of Landlord therefore; to conform and comply with all applicable municipal,
state, and federal ordinances, laws, rules, and regulations in governing
tenant's specific use of the said premises; and not to use or suffer to be used
the said premises in any manner in contravention of any applicable municipal,
state, or federal ordinances, laws, rule, or regulation, or so as to create any
nuisance, or so as to tend to increase the existing rate of fire insurance for
the said demised premises.

V.   CONDITION OF PREMISES AND REPAIRS. Tenant, for and in consideration of the
Lease and the demise of the said premises, hereby agrees and covenants with
Landlord that Tenant will examine the said premises prior to the occupancy
hereof, and will know the condition thereof, and acknowledges that Tenant
received the said demised premises in good order and condition, and that no
representation or warranty as to the condition or repair of the said premises
has been made by Landlord, and, at the expiration of the term of this Lease, or
any renewal or extension thereof, Tenant will yield up peaceably the said
premises to Landlord in as good order and condition as when the same were
entered upon by Tenant, loss by fire or


Landlord Initial D.P.                              Tenant Initial J.Z.
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                                       2
























































<PAGE>

inevitable accident, damage by the elements, and reasonable use and wear
excepted; that Tenant will keep the said premises in good order and repair
during the term of this Lease, or any extension or renewal thereof, at Tenant's
own expense and will repair and replace promptly any and all damage caused by
tenant, its agents or invitees, including damage to glass, that may occur from
time to time; that Tenant hereby waives any and all right to have such repairs
or replacements made by Landlord or at the Landlord's expense; and that, if
Tenant fails to make such repairs and replacements promptly, or, if such repairs
and replacements have not been made within fifteen (15) days after the
occurrence of damage, Landlord may, at Landlord's option, make such repairs and
replacements, and Tenant hereby agrees and covenants to repay the cost thereof
to Landlord on demand.

       Landlord and Tenant agree that Landlord shall be responsible at Landlords
sole cost and expense for repairs, replacements and maintenance to the HVAC
system, electrical/lighting, plumbing, elevator, roof, exterior windows,
building security, and any structural components of the building. Upon occupancy
of the premises by Tenant, Tenant shall be responsible for repairs and
maintenance to the interior of the leased premises, reasonable use and wear
excepted, and except for those repair and maintenance obligations which are
Landlord's responsibility as set forth herein.

VI.    LIABILITY OF LANDLORD. Tenant, for and in consideration of this Lease and
the demise of the said premises, hereby agrees and covenants with Landlord that
Landlord shall not be liable for any damage to persons or property arising from
any cause whatsoever, which shall occur in any manner in or about the said
premises, and Tenant hereby agrees to indemnify and save harm-less Landlord from
any and all claims and liability for damage to persons or property arising from
any cause whatsoever, which shall occur in any manner in or about the said
premises. Further, Tenant hereby agrees and covenants with Landlord that
Landlord shall not be liable for any damage to any property or effects therein
or thereon, caused by leakage from the roof of said premises or by bursting,
leakage, or overflowing of any waste pipes, water pipes, tanks, drains, or
stationary washstands or by reason of any damage whatsoever caused by water from
any source whatsoever, and Tenant hereby agrees and covenants to indemnify and
save harmless Landlord from any and all claims and liability for any damage to
any property or effects therein or thereon, unless such damage has been caused
by landlord's negligence.

VII.   LIABILITY OF TENANT. Landlord shall indemnify and save harmless Tenant
against any lost or liability arising out of Owner's, it's successors, agents or
employees negligence. No such indemnification shall be required with respect to
losses or liabilities arising by reason of the affirmative negligence of Tenant,
his successors, agents, employees or assigns. Tenant shall not be liable for any
damages to Landlord's property and effects caused by leakage from the roof,
waste and water pipes, tanks, drains, washstands or any other water sources or
structural defects.

VIII.  WAIVER OF SUBROGATION. Notwithstanding anything in this Lease to the
contrary, each party hereby releases the other party, its agents and employees,
to the extent that the

Landlord Initial  D.P.                                      Tenant Initial  J.Z.
                 -----                                                     -----

                                       3
<PAGE>

releasing party is, or is required hereunder to be, insured under its insurance
policies, from any and all liability, for any loss or damage which may by
inflicted upon the property of such party, notwithstanding that such loss or
damage shall have arisen out of negligent or other tortious act or omission of
the other party, its agents or employees; each and every policy of property
insurance of the party so releasing shall contain a clause to the effect that
such release shall not affect the said policy or the right of the insured to
recover thereunder, or an express waiver of the insurer's right of subrogation.

IX.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS. Tenant, for and in consideration
of the Lease and the demise of the said premises, hereby agrees and convenants
with Landlord, that Tenant shall not make, or suffer or permit to be made, any
alterations, additions, or improvements whatsoever in or about the said demised
premises in excess of $500 per calendar quarter without first obtaining the
written consent, which shall not be unreasonably withheld, of Landlord therefor;
provided, however, that such consent, shall be subject to the express condition
that any and all alterations, additions, and improvements shall be done at
Tenant's own expense and in accordance and compliance with all applicable
municipal, state and federal ordinances, laws, rules, and regulations, and that
Tenant hereby covenants and agrees with Landlord that in doing and performing
such work Tenant shall do and perform the same at Tenant's own expense, in
conformity and compliance with all applicable municipal, state, and federal
ordinances, laws, rules, and regulations and that no liens of mechanics,
material men, labors, architects, artisans contractors, sub-contractors, or any
other lien of any kind whatsoever shall be created against or imposed upon the
said demised premises, or any part thereof, and that Tenant shall indemnify and
save harmless Landlord from any and all liability and claims for damages of
every kind and nature which might be made or judgments rendered against Landlord
or against said demised premises on account of or arising out of such
alterations, additions, or improvements.

X.   OWNERSHIP OF ALTERATIONS, ADDITIONS, AND IMPROVEMENTS. Tenant, for and in
consideration of this Lease and the demise of the said premises, hereby agrees
and covenants with Landlord that any and all alterations, additions, and
improvements, except shelving and moveable furniture, made at Tenant's own
expense after having first obtained the written consent, if required, which
shall not be unreasonably withheld of Landlord therefore, in accordance with the
provisions contained in Paragraph IX, hereof, if attached to the walls, floors,
or premises, shall immediately vest in Landlord and all such alterations,
additions, and improvements shall remain on the said premises and shall not be
removed by Tenant at the termination of this Lease. The shelving and/or moveable
furniture, which Tenant is privileged to remove, must be removed by Tenant at
Tenant's sole expense, restoring the premises to its original conditions, on or
before the termination of the Lease.

XI.  ASSIGNMENT AND SUBLETTING. Tenant, for and in consideration of this Lease
and the demise of the said premises, hereby agrees and covenants with Landlord
that neither Tenant nor Tenant's heirs, executors, administrators, assigns, or
successors in interest shall assign this Lease or sublet the said demised
premises, in whole or in part, without first obtaining the written consent,
which shall not be unreasonably withheld, of Landlord therefor;


Landlord Initial  D.P.                                 Tenant Initial  J.Z.
                 -----                                                -----
                                      4
<PAGE>

that no assignment of this Lease or any subletting of the said demised premises,
in whole or in part, shall be valid, except by and with the written consent of
Landlord first obtained, which shall not be unreasonably withheld; that the
consent of Landlord to any such assignment or subletting shall not operate to
discharge Tenant, or any one of them, or Tenant's heirs, executors,
administrators, assigns or successors in interest from their liability upon the
agreements and covenants of this Lease,and Tenant, Tenant's heirs, executors,
administrators, assigns, and successors in interest shall remain liable for the
full and complete performance of all of the terms, conditions, covenants, and
agreements herein contained; that any consent of Landlord to any such assignment
or subletting shall not operate as a consent to further assignment or subletting
or as a waiver of this covenant and agreement regarding assignment and
subletting; and that following any such assignment or subletting, the assignee
and/or sublet shall be bound by all of the terms, conditions, covenants, and
agreements herein contained including the covenant regarding assignment and
subletting. Landlord and Tenant hereby grant Nunzio P. DeSantis and/or assigns
an option to assume this Lease under the same terms and conditions contained
herein.

XII.   UTILITY AND OTHER CHARGES. Landlord and Tenant agree that the leased
premises is offered on a "full service" basis, including all utilities and
janitorial service five (5) days weekly, Monday through Friday. Tenant hereby
agrees and covenants with Landlord to pay promptly other charges including but
not limited to telephone, television and other services, which may be incurred
in connection with Tenant's use of the said premises, and to save harmless
Landlord therefrom. Landlord and Tenant agree that no additional charges will be
assessed for normal after hours and weekend use of the HVAC system. If after
hours use becomes excessive, Landlord reserves the right to negotiate with
Tenant for reasonable charges for any future after hours and weekend use.

XIII. LANDLORD'S RIGHT OF ENTRY AND TO MAKE ALTERATIONS, ADDITIONS, AND
IMPROVEMENTS. Tenant, for and in consideration of the Lease and the demise of
the said premises, hereby agrees and covenants with Landlord that Landlord,
Landlord's heirs, executors, administrators, assigns, agents, attorneys, and
successors in interest shall have the right at any time upon reasonable advance
notice to Tenant, to enter upon the said premises to inspect the same and to
make any and all improvements,alterations, and additions of any kind whatsoever
upon the said premises, providing such improvements, alterations, and additions
are reasonably necessary or convenient to which the said premises are being put
at the time, but at no time shall Landlord be compelled or required to make any
improvements alterations, or additions. However, Landlord shall not unreasonably
disrupt Tenant in exercising the rights as above. Landlord covenants that Tenant
upon performing all of its covenants, agreements and conditions of this lease,
shall have quiet and peaceful possession of the premises as against anyone
claiming by or through Landlord.

XIV.   TAXES, OTHER ASSESSMENTS, AND INSURANCE. Tenant and Landlord hereby
covenant and agree that all taxes and other assessments of whatsoever kind and
nature which have been or may be levied upon the said demised premises and upon
any alterations, additions, and improvements thereon shall be paid by Landlord
at the time when the same shall


Landlord initial D.P.                          Tenant initial J.Z.
                -----                                        -----

                                       5
<PAGE>

become due and payable, and that all taxes and other assessments of whatsoever
kind and nature which have been or may be levied upon the personal property
located upon the said demised premises shall be paid by Tenant at the time when
the same shall become due and payable. Tenant, for and in consideration of this
Lease and the demise of the said premises, hereby agrees and covenants with
Landlord to carry and maintain in full force and effect during the term of this
Lease and any extension or renewal thereof at Tenant's expense public liability
insurance covering bodily injury and property damage liability, in a form and
with an insurance company acceptable to Landlord, with single limit coverage of
not less than $1,500,000.00, for the benefit of both Landlord and Tenant as
protection against all liability claims arising from the premises, causing
Landlord to be named as an additional-named insured on such policy of insurance,
and delivering a copy thereof to Landlord. Fire and extended coverage insurance
upon all buildings, residences, alterations, additions, and improvements upon
the said premises shall be provided for by Landlord, and fire and extended
coverage insurance upon all of the contents and other personal property situated
upon the said premises shall be provided for by Tenant.

XV.  HOLDING OVER. Tenant, for and in consideration of this Lease and the demise
of the said premises, agrees and covenants with Landlord than no holding over by
Tenant after the expiration of this Lease, or any renewal or extension thereof,
whether with or without the consent of Landlord, shall operate to extend or
renew this Lease, and that any such holding over shall be construed as a tenancy
from month to month at the monthly rental which shall have been payable at the
time immediately prior to when such holding over shall have commenced and such
tenancy shall be subject to all the terms, conditions, covenants, and agreements
of this Lease.

XVI. BANKRUPTCY AND CONDEMNATION.  Tenant, for and in consideration of the Lease
and the demise of the said premises, hereby agrees and covenants with Landlord
that should Tenant, or any one of them, make an assignment for the benefit of
creditors or should be adjudged a bankrupt, either by voluntary or involuntary
proceedings, or if otherwise a receiver should be appointed by any court of
competent jurisdiction for Tenant because of any insolvency, the occurrence of
any such event shall be deemed a breach of this Lease, and, in such event,
Landlord shall have the option to forthwith terminate this Lease and re-enter
the said demised premises and take possession thereof, whereupon Tenant shall
quit and surrender peaceably the said demised premises to Landlord. In no event
shall this Lease be deemed an asset of Tenant, or any one of them, after
adjudication in bankruptcy, the appointment of a receiver, or the assignment for
the benefit of creditors. Further, Tenant hereby covenants and agrees with
Landlord that in the event the said demised premises, or any part thereof, are
taken, damaged consequentially or otherwise, or condemned by public authority,
this Lease shall terminate, as to the part so taken, as of the date title shall
vest in the said public authority, and the rental reserved shall be adjusted so
that Tenant shall be required to pay for the remainder of the term that portion
of the rent reserved in the proportion that the said demised premises remaining
after the taking, damaging, or condemnation bears to the whole of the said
demised premises before taking, damaging, or condemnation. All damages and
payments resulting from the said taking, damaging, or condemnation of the said


Landlord Initial D.P.                                 Tenant Initial J.Z.
                -----                                               -----

                                       6
<PAGE>

demised premises shall accrue to and belong to Landlord, and Tenant shall have
no right to any part thereof. If more than 30% of the leased premises becomes
unavailable for use for more than 30 calendar days from written notice due to
fire, flooding, condemnation or other event causing the property to be
uninhabitable, Tenant shall have the right to cancel this Lease in its entirety
with written notification to Landlord.

XVII.  DESTRUCTION. Tenant, for and in consideration of the Lease and the demise
of the said premises, agrees and covenants with Landlord that if at any time
during the term of this Lease, or any extension or renewal thereof, the said
demised premises shall be totally or partially destroyed by fire, earthquake, or
other calamity, then Landlord shall have the option to rebuild or repair the
same, provided such rebuilding or repairing shall be commenced within the period
of thirty days after notice in writing to Landlord of such destruction or
damage, and to rebuild or repair the same in as good condition as they were
immediately prior to such calamity. In such case, a just and proportionate part
of the rental herein specified shall be abated until such demised premises shall
have been rebuilt and repaired. In case, however, Landlord shall within thirty
days following notice in writing to him of such damage elect not to rebuild or
repair said premises, Landlord shall so notify Tenant and, thereupon, this Lease
shall terminate and become null and void.

XVIII.  SIGNS. Landlord and Tenant covenant and agree that Tenant may at
Tenant's own expense erect and maintain a sign or signs to carry out the purpose
for which Tenant is leasing the said demised premises provided, however, the
location, type and design of all exterior signs shall be first approved in
writing by Landlord, which shall not be unreasonably withheld. Upon the
expiration of this Lease, or any renewal or extension thereof, Tenant shall
remove such sign or signs, and shall repair any damage to the premises caused
thereby at Tenant's sole expense. Further, at any time within thirty days prior
to the termination of this Lease, or any renewal or extension thereof, Landlord
shall have the right to place upon any part of said demised premises any "For
Rent" or "For Lease" signs that Landlord may select.

XIX.    TERMINATION AND REMEDIES. It is understood and agreed between Landlord
and Tenant that if the rent specified above, or any part thereof, shall be in
arrears or unpaid on the day of payment, then Landlord will give Tenant ten (10)
days written notice to cure such default.

     It is understood and agreed between Landlord and Tenant that if default
shall be made in any of the covenants or agreements contained in this Lease,
other than rent, Landlord will give Tenant thirty (30) days written notice
unless Landlord and Tenant mutually agree to extend such period, to cure such
default. If Tenant shall remain in possession of the premises after the above
required notice period, and such default has not been cured, it shall be lawful
for the Landlord to declare the said term ended and re-enter the premises to
expel, remove, or put out Tenant; and to repossess and enjoy the same premises
again as in its first and former state.

     If at any time the term shall be declared ended at such election of
Landlord, Tenant agrees to surrender and deliver the premises peaceably to the
Landlord. If Tenant shall remain in possession of the premises after the
required notice period specified above, Tenant shall be


Landlord Initial D.P.            Tenant Initial  J.Z.
                -----                           -----

                                       7
<PAGE>

deemed guilty of a forcible entry and detainer of the premises under the laws of
the State of New Mexico and shall be subject to eviction and removal under due
process of law.

  It is understood and agreed between Landlord and Tenant that at any time after
such termination the Landlord may re-lease the premises or any part thereof,
for such term and on such conditions as the Landlord, in his sole discretion,
may determine, and may collect and receive the rent thereafter.  In the event
Landlord re-leases the premises, it is understood and agreed that the term may
be greater or lesser than the period which constituted the term of this Lease,
and the conditions may include free rent or other concessions which may be
reasonably required to induce another party to lease the premises.  Landlord
agrees to work in good faith to release the premises to mitigate economic loss
to Landlord and Tenant.

  It is also understood and agreed that no such termination of this Lease shall
relieve Tenant of its liabilities and obligations under this Lease, and such
liabilities and obligations shall survive any such termination. In the event of
any such termination, whether or not the premises have been re-leased, the total
remaining balance of the rent which would be due and payable for the remainder
of the term of this Lease, less the net proceeds of any re-leasing effected by
the Landlord, shall become due and payable as liquidated damages of Tenant's
default. The net proceeds shall be calculated as the gross dollar amount of the
new lease less any expenses Landlord incurred in re-leasing the premises
including but not limited to all repossession costs, brokerage commissions,
legal and attorney fees, alteration costs and expense of preparation for such
re-leasing.

  It is understood and agreed that Tenant will pay all costs, reasonable
attorney's fees and reasonable expenses incurred by Landlord in enforcing the
covenants of this Lease. If a suit is brought by any party to this Lease to
enforce the covenants and terms of this Lease, the prevailing party shall be
entitled to reasonable attorney fees and costs to be assessed by the court.

  Landlord's right of lien does not extend to personal property within the
demised premises which is leased by tenant.

XX.  FAILURE TO TERMINATE.  Tenant, for and in consideration of this Lease and
the demise of the said premises, agrees and covenants, with Landlord that
failure, neglect, or omission of Landlord to terminate this Lease for any one or
more breaches of any of the covenants hereof remaining unresolved, shall not be
deemed a consent by Landlord of such breach and shall not stop, bar, or prevent
Landlord from thereafter terminating this Lease, either for such violation, or
for any unresolved prior or subsequent violation of any covenant hereof.

XXI.  BINDING ON HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND SUCCESSORS IN
INTEREST.  It is convenanted and agreed by and between the parties hereto that
the covenants and agreements herein contained shall extend to and be binding
upon the heirs, executors, administrators, assigns, and successors in interest
of the parties to this Lease.


Landlord Initial  D.P.                        Tenant Initial  J.Z.
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                                       8
<PAGE>

XXII.  THIS LEASE EMBODIES ALL AGREEMENTS BETWEEN THE PARTIES. It is covenanted
and agreed by and between the parties hereto that this lease incorporates all of
the agreements, covenants, and understandings between the parties hereto
concerning the subject matter hereof, and that all such covenants agreements,
and understandings have been merged into this written Lease. No prior agreement
or understanding, verbal or otherwise, of the parties or their agents shall be
valid or enforceable unless embodied in this Lease.

XXIII. COMMISSION. Landlord, for and in consideration of this Lease, hereby
agrees that Berger Briggs Real Estate & Insurance, Inc. are Brokers of Record
and as such are entitled to a six percent (6%) commission, plus applicable New
Mexico State Sales Tax, to be paid by Landlord to said Berger Briggs Real Estate
& Insurance, Inc. upon occupancy by tenant and three percent (3%) commission
payable by Landlord upon the date of any renewals or extensions of this lease
which are executed between the Landlord and Tenant, unless an existing
management agreement states otherwise.

XXIV.  OPTION TO RENEW. Landlord hereby grants Tenant two (2) each five (5) year
options to renew this Lease under the same terms and conditions contained herein
except rent which shall be adjusted annually thereafter by the percentage change
in the Consumer Price Index (CPI). All Urban Consumers, US Cities Average, all
items, between the first and last months of the immediately preceding adjustment
period. In no event shall the adjusted rental amount during any twelve-(12)
month period be less than that of the immediately preceding twelve-(12) month
period. At such time as the adjusted rent amount can be determined, Tenant shall
immediately pay to Landlord the additional rent, which has accrued under this
adjustment provision, and thereafter pay the adjusted amount as advance monthly
rent. Tenant must notify Landlord in writing not less than ninety (90) days
prior to the expiration of this Lease.

XXV.   AMENDMENTS. It is covenanted and agreed by and between the parties hereto
that this Lease shall not be altered, changed, or amended except by instrument
in writing executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and
year first above written.

600 CENTRAL PARTNERS                    INTERNATIONAL THOROUGHBRED
                                        BREEDERS INC.

By: /s/ [SIGNATURE ILLEGIBLE]^^         By: /s/ Joseph Zappala
    --------------------------             -----------------------

Title:  Partner                         Name: Joseph Zappala
       ------------------------

By:    ________________________         Title:  Director

Title: ________________________





Landlord Initial  D.P.                    Tenant Initial  J.Z.
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                                       9


<PAGE>

                                   EXHIBIT A
--------------------------------------------------------------------------------


                           [FLOOR PLAN APPEARS HERE]

D.P.
<PAGE>

      [LETTERHEAD OF JAYNES CORPORATION GENERAL CONTRACTORS APPEARS HERE]

                         [LOGO OF JAYNES APPEARS HERE]


July 7, 1997

Berger Briggs
215 Third Street SW
Albuquerque New Mexico 87103

ATTN: Alan Vincioni

RE:   I.T.B. Lease Space

Dear Mr. Vincioni:

Items to be included:
--------------------

1.   All labor, material, equipment and supervision for the work as described
     below.
2.   Demolition to include:
     a.   Remove approximately two hundred thirty lineal feet of existing stud
          wall.
     b.   Remove approximately eight hundred fifty square yards of carpet.
     c.   Cut opening for one new window in the exterior wall.
     d.   Cut opening in roof for seven new skylights.
3.   An allowance of Four Thousand Three Hundred ($4,300.00) has been included
     for casework.
4.   Furnish and install six new four foot by four foot skylights and one four
     foot by eight foot skylight.
5.   Reuse existing doors and hardware as possible, and install two new double
     doors and hardware furnished by tenant (I.T.B.).
6.   Install approximately two hundred lineal feet metal stud wall with
     sheetrock on each side.
7.   Install ceramic tile on new restroom floors.
8.   An allowance of Eight Thousand Dollars ($8,000.00) has been included for
     the cost of labor and material for the new carpet.
9.   Acoustic ceiling repair as required.
10.  Painting of all walls and doors has been included.
11.  Install two new restrooms. Restrooms will be installed back to back.
     Ceramic tile and base to be furnished and installed on floors of bathrooms.
     Any additional ceramic wall tile to be installed at tenant's (I.T.B.)
     expense. Contract includes installation of one set of tenant (I.T.B.)
     furnished lavatory, sink and steam unit, and one set of Jaynes' furnished
     lavatory and sink.
12.  Electrical to include new power outlets per code requirements in the new
     walls and installation of tenant (I.T.B.) furnished fixtures in lobby.
     Jaynes will upgrade existing light fixtures in lobby.

Items to be excluded:
--------------------

1.   New mechanical system if required.
2.   Electrical service upgrade if required.              D.P.
3.   Architectural and engineering fees.
4.   Performance and payment bond.
<PAGE>

5.  The cost of the work as specified above is Ninety Thousand Dollars and No
    Cents ($90,000.00) which includes 5.8125% Gross Receipts Tax.

Should you have any questions or require any additional information please feel
free to contact me.

Respectfully,

/s/ George D. Rice
George D. Rice                             DP
Chief Estimator