<PAGE>
                                                                   EXHIBIT 10.65

                            INDUSTRIAL BUILDING LEASE

         THIS LEASE is made this 24th day of October, 2002, by and between FCF
PROPERTIES, LLC, a Colorado limited liability company ("Landlord") and AMERICAN
COIN MERCHANDISING, INC., a Delaware corporation ("Tenant"), who hereby mutually
covenant and agree as follows:

             I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS

         1.1 GRANT. Landlord, for and in consideration of the rents herein
reserved and of the covenants and agreements herein contained on the part of
Tenant to be performed, hereby leases to Tenant, and Tenant hereby lets from
Landlord, the real estate commonly known as 397 South Taylor, Louisville,
Colorado and legally described on an exhibit which is attached hereto,
identified as Exhibit A, together with all improvements now located thereon, or
to be located thereon during the term of this Lease, together with all
appurtenances belonging to or in any way pertaining to the said premises (such
real estate, improvements and appurtenances hereinafter sometimes jointly or
severally, as the context requires, referred to as 'Leased Premises"). Anything
contained herein to the contrary notwithstanding, the grant as set forth in this
Section 1.1 and all of the provisions of this lease are subject to the
acquisition by Landlord of title to the fee of the Leased Premises not later
than December 1, 2002. If such acquisition has not occurred by said date, this
Lease shall be void and of no force and effect and the parties shall not have
liability to each other. The date that Landlord acquires fee simple title to the
Leased Premises is hereinafter referred to as the "Commencement Date".

         1.2 TERM. The term of this Lease shall commence on the Commencement
Date and shall end on the last day of February, 2013 unless sooner terminated or
extended as herein set forth.

         1.3 AGENT. As used in this Lease, the term "Agent" shall mean the agent
of Landlord. Until otherwise designated by notice in writing from Landlord,
Agent shall be Andrew Freeman Property Advisors, Inc. Tenant may rely upon any
consent or approval given in writing by Agent or upon notice from Agent or from
the attorneys for Agent or Landlord.

         1.4.     BASIC LEASE PROVISIONS.

                  (a)      Purpose (See Section 3.1): general office, or
                           combination office and warehouse, or combination
                           office, warehouse and distribution.

                  (b)      Annual Base Rent (See Section 4.1):


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<Table>
<Caption>


                           Period:                             Annual Base Rent:            Monthly Installments
                           ------                              ----------------             --------------------
                           <S>                                 <C>                          <C>

                           3/1/03 - the last day of            $304,239.00                  $25,353.25
                           February 2004

                           3/1/04 - the last day of            $313,288.20                  $26,107.35
                           February 2005

                           3/1/05 - the last day of            $322,649.40                  $26,887.45
                           February 2006

                           3/1/06 - the last day of            $332,322.60                  $27,693.55
                           February 2007

                           3/1/07 - the last day of            $342,307.92                  $28,525.66
                           February 2008

                           3/1/08 - the last day of            $352,605.24                  $29,383.77
                           February 2009

                           3/1/09 - the last day of            $363,214.56                  $30,267.88
                           February 2010

                           3/1/10 - the last day of            $374,136.00                  $31,178.00
                           February 2011

                           3/1/11 - the last day of            $385,369.44                  $32,114.12
                           February 2012

                           3/1/12 - the last day of            $396,914.88                  $33,076.24
                           February 2013
</Table>

                  (c)      Payee (See Section 4.1): FCF Properties, LLC.

                  (d)      Payee's Address (See Sections 4.1 and 4.2): c/o
                           Andrew Freeman Property Advisors, Inc., 1628 Walnut
                           Street, Boulder, Colorado 80302.

                  (e)      Form of Insurance (See Article VI): The insurance
                           specified in Sections 6.2.1 and 6.2.2 shall comply
                           with the provisions of Section 6.3.

                  (f)      Security Deposit (See Section 20.1): $25,353.25

                  (g)      Tenant's Address (for notices) (See Section 21.4):
                           Prior to the Commencement Date: 5660 Central, Boulder
                           Colorado 80301, and thereafter to the Leased
                           Premises.


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                  (h)      Landlord's Address (for notices) (See Section 21.4):
                           1628 Walnut Street, Boulder Colorado, 80302.

                  (i)      Broker(s) (See Section 21.11): None

                  (j)      Guarantor's Name and Address (See Separate Guaranty)
                           None.

                  (k)      2003 Monthly payment for Expenses (subject to
                           reconciliation as provided under Section 9.1(b):
                           $9,200.00.

                  (l)      2003 Monthly payment for Impositions (subject to
                           reconciliation as provided under Section 9.1(b):
                           $4,960.00

                  (m)      2003 Monthly payment for Insurance Premiums (subject
                           to reconciliation as provided under Section 9.1(b):
                           $205.00.

                  (n)      Rider: Check here if a Rider is attached:

                                 II. POSSESSION

         2.1 POSSESSION. Except as otherwise expressly provided herein (or by
written instrument signed by Landlord or Agent) and except for Landlord's
Construction (as defined in Section 22 hereof), Landlord shall deliver
possession of the Leased Premises to Tenant on the Commencement Date in their
condition as of the execution and delivery hereof, reasonable wear and tear
excepted.

                                  III. PURPOSE

         3.1 PURPOSE. The Leased Premises shall be used and occupied only for
the Purpose set forth in Section 1.4(a) hereof, except that no such use shall
(a) violate any certificate of occupancy or law, ordinance or other governmental
regulation, or any covenants, conditions or restrictions of record, in effect
from time to time affecting the Leased Premises or the use thereof, (b) cause
injury to the improvements, (c) cause the value or usefulness of the Leased
Premises or any part thereof to diminish, (d) constitute a public or private
nuisance or waste, (e) authorize Tenant to use, treat, store or dispose of
hazardous or toxic materials on the Leased Premises (except in accordance with
Article XIII below), or to render the insurance on the Leased Premises void or
the insurance risk more hazardous. Tenant shall do no outside storage.

         3.2 PROHIBITION OF USE. If the use of the Leased Premises should at any
time during the Lease term be prohibited by law or ordinance or other
governmental regulation, or prevented by injunction, this Lease shall not be
thereby terminated, nor shall Tenant be entitled by reason thereof to surrender
the Leased Premises or to any abatement or reduction in rent, nor shall the
respective obligations of the parties hereto be otherwise affected.


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<PAGE>


                                    IV. RENT

         4.1 ANNUAL BASE RENT. Beginning on March 1, 2003 (the "Rent
Commencement Date"), Tenant shall pay Annual Base Rent as set forth in Section
1.4(b) hereof payable monthly in advance in installments as set forth in said
Section. Annual Base Rent, additional rent and other charges payable hereunder
(collectively "Rent") shall be paid to or upon the order of Payee at the Payee's
address. Landlord shall have the right to change the Payee or the Payee's
Address by giving written notice thereof to Tenant. If Tenant occupies the
Leased Premises for the purpose of conducting business therein prior to the
Commencement Date, Tenant shall pay Rent on a pro rata basis from the date of
occupancy to the Commencement Date. All payments by Tenant shall be made without
deduction, set off, discount or abatement in lawful money of the United States.

         4.2. LOCK BOX. Landlord may from time to time designate a lock box
collection agent for the collection of rents or other charges due Landlord. In
such event, the date of payment shall be the date of receipt by the lock box
collection agent of such payment (or the date of collection of any such sum if
payment is made in the form of a negotiable instrument thereafter dishonored
upon presentment); however, for the purposes of this Lease, no such payment or
collection shall be deemed "accepted" by Landlord if Landlord thereafter remits
a check payable to Tenant in the amount received by the lock box collection
agent or, in the case of a dishonored instrument, within 21 days after
collection. Neither the negotiation of Tenant's negotiable instrument by the
lock box collection agent, nor the possession of the funds by Landlord during
the twenty-one (21) day period, nor the return of any such sum to Tenant shall
be deemed to be inconsistent with the rejection of Tenant's tender of such
payment for all purposes as of the date of Landlord's lock box collection
agent's receipt of such payment (or collection), nor shall any of such events be
deemed to be a waiver of any breach by Tenant of any terms, covenants or
conditions of this Lease nor a waiver of any of Landlord's rights or remedies.

         4.3 INTEREST ON LATE PAYMENTS. Each and every installment of Rent which
shall not be paid when due shall bear interest at a rate per annum equal to five
percent (5%) in excess of the announced base rate of interest of First National
Bank of Colorado in effect on the due date of such payment, from the date when
the same is payable under the terms of this Lease until the same shall be paid.

                                 V. IMPOSITIONS

         5.1 PAYMENT BY TENANT. Commencing with the Rent Commencement Date,
Tenant shall pay as additional Rent for the Leased Premises, in the manner
provided herein, all taxes and assessments, general and special, water rates and
all other impositions, ordinary and extraordinary, of every kind and nature
whatsoever, which may be levied, assessed, charged or imposed during the term of
the Lease upon the Leased Premises, or any part thereof, or upon any
improvements at any time situated thereon, including without limitation, any
assessment by any association of owners of property in the complex of which the
Leased Premises are a part ("Impositions"); provided, however, that Impositions
levied against the Leased Premises shall be prorated between


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Landlord and Tenant as of the Rent Commencement Date for the first year of the
Lease term and as of the expiration of the Lease term for the last year of the
Lease term (and shall be paid by Tenant upon such expiration based on Landlord's
reasonable estimate thereof and reconciled within sixty (60) days after the
final amount of Impositions is determined for such year). Impositions shall also
include fees and costs incurred by Landlord during or prior to the Lease term
for the purpose of contesting or protesting tax assessments or rates, to the
extent such fees and costs do not exceed savings realized during the term of the
Lease and any extension thereof. The benefit of the provisions of any statute or
ordinance permitting any assessment to be paid over a period of years shall be
taken, and Tenant shall be obligated to pay, in the manner provided below, only
those installments falling due during the term of this Lease.

         5.2 ALTERNATIVE TAXES. If at any time during the term of this Lease the
method of taxation prevailing at the commencement of the term hereof shall be
altered so that any new tax, assessment, levy, imposition or charge, or any part
thereof, shall be measured by or be based in whole or in part upon the Lease, or
the Leased Premises, or the Annual Base Rent, additional rent or other income
therefrom and shall be imposed upon the Landlord, then all such taxes,
assessments, levies, impositions, or charges, or the part thereof, to the extent
that they are so measured or based, shall be deemed to be included within the
term Impositions for the purposes hereof to the extent that such Impositions
would be payable if the Leased Premises were the only property of Landlord
subject to such Impositions, and Tenant shall pay and discharge the same as
herein provided in respect of the payment of Impositions. There shall be
excluded from Impositions all federal income taxes, state and local net income
taxes, federal excess profit taxes, franchise, capital stock and federal or
state estate or inheritance taxes of Landlord.

         5.3 RESERVED.

         5.4 RESERVED.

         5.5 RIGHT TO CONTEST. Tenant may, in good faith and with due diligence,
contest Impositions by appropriate legal proceedings which shall have the effect
of preventing the collection of the Imposition so contested; provided that
pending any such legal proceedings, Tenant shall give Landlord such security as
may be deemed reasonably satisfactory to Landlord to insure payment of the
amount of the imposition and all interest and penalties thereon. Nothing in this
section shall excuse Tenant from making the monthly deposits for Impositions set
forth in Section 9.1(b) below. If, at any time during the continuance of such
contest, the Leased Premises or any part thereof is, in the judgment of
Landlord, in imminent danger of being forfeited or lost, Landlord may use such
security or deposit for the payment of such Imposition.

                        VI. RISK ALLOCATION AND INSURANCE

         6.1 ALLOCATION OF RISKS. The parties desire, to the extent permitted by
law, to allocate certain risks of personal injury, bodily injury or property
damage, and risks of loss of real or personal property by reason of fire,
explosion or other casualty, and to provide for the



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responsibility for insuring those risks. It is the intent of the parties that,
to the extent any event is insured for or required herein to be insured for, any
loss, cost, damage or expense arising from such event, including, without
limitation, the expense of defense against claims or suits, be covered by
insurance, without regard to the fault of Tenant, its officers, employees or
agents ("Tenant Protected Parties"), and without regard to the fault of
Landlord, its members, Agent, their respective partners, shareholders, members,
agents, directors, officers and employees ("Landlord Protected Parties"). As
between Landlord Protected Parties and Tenant Protected Parties, such risks are
allocated as follows:

                  (a) Tenant shall bear the risk of bodily injury, personal
injury or death, or damage to the property, of third persons, occasioned by
events occurring on or about the Leased Premises, regardless of the party at
fault. Said risks shall be insured as provided in Section 6.2.1(a).

                  (b) Tenant shall bear the risk of damage to Tenant's contents,
trade fixtures, machinery, equipment, furniture and furnishings in the Leased
Premises arising out of loss by the events required to be insured against
pursuant to Sections 6.2.2(a), (b), (c) and (d).

                  (c) Tenant shall bear the risk of loss from all workers'
compensation claims.

                  (d) Tenant shall bear the risk of loss of damage to
improvements on the Leased Premises arising out of loss by the events required
to be insured against pursuant to Sections 6.2.2(a), (b), (c), and (d) provided
that Landlord shall carry the insurance specified in those Sections, unless any
act or omission of Tenant shall prevent Landlord from obtaining such insurance,
in which event Tenant shall provide such insurance.

Notwithstanding the foregoing, provided neither Landlord nor Tenant defaults in
its obligation to carry insurance, if and to the extent that any loss occasioned
by any event of the type to be insured against exceeds the coverage or the
amount of insurance required to be carried hereunder or such greater coverage or
amount of insurance as is actually carried, or results from an event not
required to be insured against or not actually insured against, the party at
fault shall pay the amount not actually covered.

         6.2.1 Tenant shall procure and maintain policies of insurance, at its
own cost and expense, insuring:

                  (a) The Landlord Protected Parties (as "named insureds"), and
Landlord's mortgagee, if any, of which Tenant is given written notice, and
Tenant Protected Parties, from all claims, demands or actions made by or on
behalf of any person or persons, firm or corporation and arising from, related
to or connected with the Leased Premises, for bodily injury to or personal
injury to or death of any person, or more than one (1) person, or for damage to
property in an amount of not less than $1,000,000 combined single limit per
occurrence (with an aggregate limit of $2,000,000). Said insurance shall be
written on an "occurrence" basis and not on a "claims



                                       6
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made" basis. If at any time during the term of this Lease, Tenant owns or rents
more than one location, the policy shall contain an endorsement to the effect
that the aggregate limit in the policy shall apply separately to each location
owned or rented by Tenant. Landlord shall have the right, exercisable by giving
written notice thereof to Tenant, to require Tenant to increase such limit if,
in Landlord's reasonable judgment, the amount thereof is insufficient to protect
the Landlord Protected Parties and Tenant Protected Parties from judgments which
might result from such claims, demands or actions.

                  (b) All contents and Tenant's trade fixtures, machinery,
equipment, furniture and furnishings in the Leased Premises to the extent of at
least ninety percent (90%) of their replacement cost under Standard Fire and
Extended Coverage Policy and all other risks of direct physical loss as insured
against under Special Form ("all risk" coverage). Said insurance shall contain
an endorsement waiving the insurer's right of subrogation against any Landlord
Protected Party, provided that such waiver of the right of subrogation shall not
he operative in any case where the effect thereof is to invalidate such
insurance coverage or increase the cost thereof (except that Landlord shall have
the right, within thirty (30) days following written notice, to pay such
increased cost, thereby keeping such waiver in full force and effect).

                  (c) Tenant Protected Parties from all worker's compensation
claims.

         6.2.2 LANDLORD'S INSURANCE. Subject to Section 6.1(d), Landlord shall
procure and maintain policies of insurance, insuring:

                  (a) Landlord and Tenant against breakage of all plate glass
utilized in the improvements on the Leased Premises.

                  (b) The improvements at any time situated upon the Leased
Premises against loss or damage by fire, lightning, wind storm, hail storm,
aircraft, vehicles, smoke, explosion, riot or civil commotion as provided by the
Standard Fire and Extended Coverage Policy and all other risks of direct
physical loss as insured against under Special Form ('all risk' coverage). The
insurance coverage shall be for not less than 100% of the full replacement cost
of such improvements with agreed amount endorsement, and building ordinance
coverage. The full replacement cost of improvements shall be designated annually
by Landlord, in the good faith exercise of Landlord's judgment. In the event
that Tenant does not agree with Landlord's designation, Tenant shall have the
right to submit the matter to an insurance appraiser reasonably selected by
Landlord and paid for by Tenant. The insurance appraiser shall submit a written
report of his appraisal and if said report discloses that the improvements are
not insured as therein required, Tenant shall promptly obtain the insurance
required. Landlord shall be named as the insured and all proceeds of insurance
shall be payable to Landlord. Said insurance shall contain an endorsement
waiving the insurer's right of subrogation against any Landlord Protected Party
or any Tenant Protected Party, provided that such waiver of the right of
subrogation shall not he operative in any case where the effect thereof is to
invalidate such insurance coverage or increase




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the cost thereof (except that either party shall have the right, within thirty
(30) days following written notice, to pay such increased cost, thereby keeping
such waiver in full force and effect).

                  (c) Flood or earthquake insurance whenever, in the reasonable
judgment of Landlord, such protection is necessary or if such insurance is
required by Landlord's Lender.

                  (d) Landlord's business income, protecting Landlord from loss
of rents and other charges during the period while the Leased Premises are
untenantable due to fire or other casualty (for the period reasonably determined
by Landlord).

         6.3 FORM OF INSURANCE. All of the aforesaid insurance shall be in
responsible companies. The insurer and the form, substance and amount (where not
stated above) shall be satisfactory from time to time to Landlord and any
mortgagee of Landlord, and shall unconditionally provide that it is not subject
to cancellation or non-renewal except after at least thirty (30) days prior
written notice to Landlord and any mortgagee of Landlord. The insurance
specified in Section 6.2.1(b) shall contain a mortgage clause satisfactory to
Landlord's mortgagee and the insurance specified in Sections 6.2.2(a), (c) and
(d) shall also insure Landlord's mortgagee as required by Landlord's mortgagee.
Originals of Tenant's insurance policies (or certificates thereof satisfactory
to Landlord), together with satisfactory evidence of payment of the premiums
thereon, shall be deposited with Landlord at the Commencement Date and renewals
thereof not less than thirty (30) days prior to the end of the term of such
coverage. The insurance referred to in Section 6.2.2(a), (b), (c), and (d) may
contain an exclusion for terrorist activities.

         6.4 FIRE PROTECTION. Tenant shall conform with all applicable fire
codes of any governmental authority, and with the rules and regulations of
Landlord's fire underwriters and their fire protection engineers, including,
without limitation, the installation of adequate fire extinguishers. In the
event that the Leased Premises are served by a sprinkler system, Tenant will, at
all times during the entire Lease term, cause the same to be served by a
sprinkler monitoring system connected to the local Fire department or to a
qualified monitoring service approved by Landlord.

                           VII. DAMAGE OR DESTRUCTION

         7.1 TENANT'S OBLIGATION TO REBUILD. Tenant's Obligation to Rebuild. In
the event of damage to, or destruction of, any improvements on the Leased
Premises, or of the fixtures and equipment therein, by fire or other casualty,
Tenant shall promptly, at its expense, repair, restore or rebuild the same to
the condition existing prior to the happening of such fire or other casualty;
provided, however, that if the damage or destruction is material and
substantial, Landlord shall have the right, subject to the consent of any first
mortgagee whose consent thereto is required, to terminate this Lease, effective
on the date of such damage or destruction, by giving written notice thereof to
Tenant within sixty (60) days after the event causing the damage or destruction.
Except to the extent that Landlord shall receive proceeds of insurance specified
in Section 6.2.2(d), Rent



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shall not be reduced or abated during the period of such repair, restoration or
rebuilding even if the improvements are not tenantable.

         7.2 PRECONDITIONS TO REBUILDING. Before Tenant commences such
repairing, restoration or rebuilding involving an estimated cost of more than
Fifty Thousand Dollars ($50,000.00), plans and specifications therefor, prepared
by a licensed architect satisfactory to Landlord shall be submitted to Landlord
for approval and Tenant shall furnish to Landlord (a) an estimate of the cost of
the proposed work, certified to by said architect; (b) satisfactory evidence of
sufficient contractor's commercial general liability insurance covering
Landlord, builder's risk insurance, and worker's compensation insurance; (c) a
performance and payment bond satisfactory in form and substance to Landlord; and
(d) such other security as Landlord may require to insure payment for the
completion of all work free and clear of liens.

         7.3 PAYMENT FOR REBUILDING. Provided that the insurer does not deny
liability as to the insureds, and provided Tenant is not then in default
hereunder, all sums arising by reason of loss under the insurance referred to in
Section 6.2.2(a), (b) and (c) shall be deposited with (he Depositary (as
hereinafter defined) to be available to Tenant for the work. Tenant shall
deposit with the Depositary any excess cost of the work over the amount held by
the Depositary as proceeds of the insurance within thirty (30) days after the
date of the determination of the cost of the work by the architect in accordance
with Section 7.2(a) or, if the insurer has denied liability as to the insureds,
or if Tenant is then in default hereunder, then Tenant shall deposit the full
amount of the cost of the work with the Depositary. Tenant shall diligently
pursue the repair or rebuilding of the improvements in a good and workmanlike
manner using only high quality union workers and materials. The Depositary shall
pay out construction funds from time to time on the written direction of the
architect provided that the Depositary and Landlord shall first be furnished
with waivers of lien, contractors, and subcontractors sworn statements and other
evidence of cost and payments so that the Depositary can verify that the amounts
disbursed from time to time are represented by completed and in-place work, and
that said work is free and clear of possible mechanics liens. No payment made
prior to the final completion of the work shall exceed ninety percent (90%) of
the value of the work completed and in place from time to time. At all times the
undisbursed balance remaining in the hands of Depositary shall be at least
sufficient to pay for the cost of completion of the work free and clear of
liens. Any deficiency shall be paid into the Depositary by Tenant. Depositary,
as used herein, shall be any first mortgagee of the Leased Premises, or the
Landlord if there is no first mortgagee of the Leased Premises or if such first
mortgagee has refused to act as Depositary.

         7.4 EXCESS RECEIPTS BY DEPOSITARY. Any excess of money received from
insurance remaining with the Depositary after the repair or rebuilding of
improvements, if there be no default by Tenant in the performance of the
Tenant's covenants and agreements hereunder, shall be paid to Tenant.

         7.5 FAILURE TO REBUILD. If Tenant shall not enter upon the repair or
rebuilding of the improvements within a period of sixty (60) days after damage
or destruction by fire or otherwise,



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and prosecute the same thereafter with such dispatch as may be necessary to
complete the same within a reasonable period after said damage or destruction
occurs, not to exceed one hundred eighty (180) days after the date of
commencement of such repair or rebuilding, then, in addition to whatever other
remedies Landlord may have either under this Lease, at law or in equity, the
money received by and then remaining in the hands of the Depositary shall be
paid to and retained by Landlord as security for the continued performance and
observance by Tenant of the Tenant's covenants and agreements hereunder, or
Landlord may terminate this Lease and then be paid and retain the amount so held
as damages resulting from the failure on the part of Tenant to comply with the
provisions of this Article and may, in addition, pursue any other rights or
remedies available to Landlord hereunder, by operations of law or in equity.

                               VIII. CONDEMNATION

         8.1 TAKING OF WHOLE. If the whole of the Leased Premises shall be taken
or condemned for a public or quasi public use or purpose by a competent
authority, or if such a portion of the Leased Premises shall be so taken that as
a result thereof the balance cannot be used for the same purpose and with
substantially the same utility to Tenant as immediately prior to such taking, or
if the taking is material and substantial and Landlord elects (subject to the
consent of any first mortgagee whose consent thereto is required) to terminate
this Lease, which election shall be made by giving written notice thereof to
Tenant within thirty (30) days, after delivery of possession to the condemning
authority, then in any of such events, the Lease shall terminate upon delivery
of possession to the condemning authority, and any award, compensation or
damages (hereinafter sometimes called the "Award") that is not specifically
allocated by the condemning authority for Tenant's relocation expenses shall be
paid to and be the sole property of Landlord whether the Award shall be made as
compensation for diminution of the value of the leasehold estate or the fee of
the Leased Premises, and Tenant hereby assigns to Landlord all of Tenant's
right, title and interest in and to any and all of the Award. Tenant shall
continue to pay Rent until the Lease is terminated and any Impositions and
insurance premiums prepaid by Tenant or any unpaid Impositions or other charges
which accrue prior to the termination, shall be adjusted between the parties.

         8.2 PARTIAL TAKING. If only a part of the Leased Premises shall be so
taken or condemned, but the Lease is not terminated pursuant to Section 8.1
hereof, Tenant, at its sole cost and expense, shall repair and restore the
Leased Premises and all improvements thereon. There shall be no abatement or
reduction in any Rent because of such taking or condemnation. Tenant shall
promptly and diligently proceed to make a complete architectural unit of the
remainder of the improvements, complying with the procedure set forth in Section
7.2 For such purpose, and provided Tenant is not then in default hereunder, the
amount of the Award relating to the improvements shall be deposited with the
Depositary (as defined in Section 7.3 hereof) which shall disburse the Award to
apply on the cost of said repairing or restoration in accordance with the
procedure set forth in Section 7.3. If Tenant does not make a complete
architectural unit of the remainder of the improvements within a reasonable
period after such taking or condemnation, not to exceed one hundred eighty (180)
days, then, in addition to whatever other remedies Landlord



                                       10
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may have either under this Lease, at law or in equity, the money received by and
then remaining in the custody of the Depositary shall, at Landlord's election be
paid to and retained by Landlord, as liquidated damages resulting from failure
of Tenant to comply with the provisions of this Section. Any portion of the
Award as may not have to be expended for such repairing or restoration shall be
paid to Landlord.

             IX. PAYMENT OF EXPENSES, REAL ESTATE TAX AND INSURANCE
                  PREMIUM DEPOSITS, MAINTENANCE AND ALTERATIONS

         9.1 PAYMENT OF EXPENSES, REAL ESTATE TAX AND INSURANCE PREMIUM
DEPOSITS.

                  (a) Expenses, as that term is used herein, shall consist of
all operating expenses of the Leased Premises which shall be paid by Landlord
initially and shall be reimbursed by Tenant as hereinafter set forth. Operating
expenses shall consist of the following:

                           all costs and expenses of: (i) operating, repairing,
maintaining, upkeep and replacing the exterior of the Leased Premises including
the exterior of the building which constitutes a portion of the Leased Premises
including, without limitation, upkeep and replanting of grass, trees, shrubs and
landscaping; removal of dirt, debris, obstructions and litter from the parking
areas, landscaped areas, sidewalks and driveways; resurfacing, resealing,
restriping, sweeping and snow and ice removal from the parking area, sidewalks
and driveways; (ii) maintaining or repairing heating, ventilating and air
conditioning units, systems, equipment and facilities ("HVAC") servicing the
Leased Premises including, without limitation, replacement of filters, periodic
inspections on any maintenance contract (provided that Landlord shall not be
obligated to carry any maintenance contracts); maintaining or repairing building
signs; maintaining or repairing fire protection systems, monitoring and
sprinkler systems; exterior painting; maintenance and repairs to roof; repair,
maintenance and replacement of damaged or broken glass or windows for the
exterior of the building and maintaining and repairing of exterior doors;
maintaining or repairing water and sewage disposal systems; storm drainage
systems (including, without limitation, a detention, drainage or pond areas
located within the Leased Premises); irrigation and landscaping sprinkler
system; association assessments, dues and fees; supplies and the cost of any
rental of equipment in implementing such services; professional management of
the Leased Premises not to exceed five percent (5%) of Annual Base Rent; and all
alterations, additions, improvements and other capital improvements for the
Leased Premises in order to conform to any laws, ordinance, rules, regulations
or orders of any applicable governmental authority. As used herein, maintenance
and repair shall include, without limitation, all ordinary and extraordinary
structural and non-structural repairs and replacements. Without limiting the
generality of the foregoing, Expenses shall also include all amounts assessed
under Section 9.2 of that certain Declaration of Protective Covenants recorded
October 24, 1979 on Film 1089 at Reception No. 00367003.

                  (b) Commencing with the Rent Commencement Date, Tenant agrees
to reimburse Landlord for all Expenses, all Impositions and the premiums for all
insurance policies



                                       11
<PAGE>


specified in Section 6.2.2 hereof (the "Insurance Premiums"). For each calendar
year (all or any portion of occurs during the term of this Lease from and after
the Rent Commencement Date), Landlord shall provide Tenant a statement of
projected Expenses, projected Impositions and projected Insurance Premiums prior
to January 1 of such year or as soon thereafter as is reasonably practicable
except for the first calendar year. Tenant shall thereafter pay a projected
additional rent for such year which shall be paid in monthly installments at the
same time that Base Rent is paid hereunder and each such installment shall equal
one-twelfth (1/12) of projected Expenses, one-twelfth (1/12) of projected
Impositions and one-twelfth (1/12) of projected Insurance Premiums. If the
amount paid by Tenant pursuant to this subsection (b) is less than actual
Expenses, Tenant shall pay to Landlord within ten (10) days of statement
receipt, the amount of the difference. If the amount paid by Tenant pursuant to
this subparagraph (b) is less than actual Impositions, Tenant shall pay to
Landlord within ten (10) days of statement receipt the amount of the difference.
If the amount paid by Tenant pursuant to this subparagraph (b) is less than
actual Insurance Premiums, Tenant shall pay to Landlord within ten (10) days of
statement receipt, the amount of the difference. If the amount paid by Tenant
pursuant to this subsection (d) is in excess of actual Expenses, the amount of
such excess shall be credited to the next installment(s) of additional Rent
pursuant to this subparagraph (b) for Expenses, or if the term of this Lease has
ended, shall first be credited to any amount due Landlord and then paid to
Tenant. If the amount paid by Tenant pursuant to this subsection (b) is in
excess of actual Impositions, the amount of such excess shall be credited to the
next installment(s) of additional Rent pursuant to this subparagraph (b) for
Impositions, or if the term of this Lease has ended, shall first be credited to
any amount due Landlord and then paid to Tenant. If the amount paid by Tenant
pursuant to this subsection (b) is in excess of actual Insurance, the amount of
such excess shall be credited to the next installment(s) of additional Rent
pursuant to this subparagraph (b) for Insurance Premiums, or if the term of this
Lease has ended, shall first be credited to any amount due Landlord and then
paid to Tenant. Monthly payment for Expenses, Impositions and Insurance Premiums
for the calendar year 2003 shall be the amounts specified in Section 1.04(k),
(l) and (m). Landlord shall have the reasonable right to adjust the monthly
installments for Expenses, Impositions and Insurance Premiums.

       9.2 LANDLORD'S OBLIGATIONS FOR MAINTENANCE, REPAIR AND REPLACEMENT.

                  (a) Landlord, at its sole cost and expense (subject to
reimbursement by Tenant and set forth in Section 9.1 above) shall provide or
cause to be provided and shall accomplish or cause to be accomplished all of the
work and services described as Expenses, as reasonably determined by Landlord.

                  (b) Landlord may repair or replace any damage to the Leased
Premises, including, without limitation, damage to the roof, landscaping or
exterior of the building of which the Leased Premises are a part, and to truck
dock doors caused by or resulting from any act or omission of negligence of
Tenant, its agents, employees, contractors, customers and invitees. Tenant shall
reimburse Landlord for Landlord's costs and expenses incurred for repair or


                                       12
<PAGE>


replacements made pursuant to this Section 9.2(b), within ten (10) days after
Landlord bills Tenant therefor and such costs and expenses shall not constitute
Expenses.

         9.3 TENANT'S MAINTENANCE. Tenant shall keep and maintain the entire
interior of the Leased Premises (including all components of mechanical systems
(including HVAC) electrical and plumbing systems) located within the interior of
the Leased Premises including all parts and conduits below the floor of the
Leased Premises, clean and sanitary and in good condition and repair, including,
without limitation, carpet cleaning at least once each year, and necessary
interior painting.

         9.4 ADDITIONS, IMPROVEMENTS OR ALTERATIONS ("ALTERATIONS"). Tenant
shall not create any openings in the roof for exterior walls, or make any other
Alterations to the Leased Premises without Landlord's prior written consent,
which consent shall not be unreasonably withheld or delays. No consent shall be
required for any Alterations reasonably expected to cost less than $10,000.

         9.5 COMPLIANCE WITH LAW. Tenant shall not violate any law, ordinance or
other governmental regulation in effect from time to time affecting the Leased
Premises or the use thereof.

                          X. ASSIGNMENT AND SUBLETTING

         10.1 CONSENT REQUIRED.

                  (a) Tenant shall not, without Landlord's prior written
consent, (i) assign, convey or mortgage this Lease or any interest under it;
(ii) sublet the Leased Premises or any part thereof; (iii) amend a sublease
previously consented to by Landlord; or (iv) permit the use or occupancy of the
Leased Premises or any part thereof by anyone other than Tenant. If Tenant
proposes to assign the Lease or enter into any sublease of the Leased Premises,
Tenant shall deliver written notice thereof to Landlord, together with a copy of
the proposed assignment or sublease agreement at least thirty (30) days prior to
the effective date of the proposed assignment, or the commencement date of the
term of the proposed sublease. Any proposed assignment or sublease shall be
expressly subject to all of the terms, conditions and covenants of this Lease.
Any proposed assignment shall contain an express written assumption by assignee
of all of Tenant's obligations under this Lease. Any proposed sublease shall (i)
provide that the sublessee shall procure and maintain policies of insurance as
required of Tenant under the terms of Section 6.2.1 and 6.2.2 hereof, (ii)
provide for a copy to Landlord of notice of default by either party, and (iii)
otherwise be reasonably acceptable in form to Landlord.

                  (b) Landlord's consent to any assignment or subletting shall
not unreasonably be withheld. In making its determination as to whether to
consent to any proposed assignment or sublease, Landlord may consider, among
other things, the creditworthiness and business reputation of the proposed
assignee or subtenant, the intended manner of use of the Leased



                                       13
<PAGE>


Premises by the proposed assignee or subtenant, the estimated vehicular traffic
on or about the Leased Premises which would be generated by the proposed
assignee or subtenant or by its manner of use of the Leased Premises, and any
other factors which Landlord may reasonably deem relevant. Tenant's remedy, in
the event that Landlord shall unreasonably withhold its consent to an assignment
or subletting, shall be limited to injunctive relief or declaratory judgment and
in no event shall Landlord be liable for damages resulting therefrom. No consent
by Landlord to any assignment or subletting shall be deemed to be a consent to
any further assignment or subletting or to any sub-subletting.

                  (c) In the event that Tenant proposes to assign the Lease or
to enter into a sublease of all or substantially all of the Leased Premises,
Landlord shall have the right, so long as any first mortgage of Landlord shall
consent in writing thereof, in lieu of consenting thereto, to terminate this
Lease, effective as of the effective date of the proposed assignment or the
commencement date of the proposed sublease, as the case may be. Landlord may
exercise said right by giving Tenant written notice thereof within twenty (20)
days after receipt by Landlord of Tenant's notice, given in compliance with
Section 10.1(a) hereof, of the proposed assignment or sublease. In the event
that Landlord exercises such right, Tenant shall surrender the Leased Premises
on the effective date of the termination and this Lease shall thereupon
terminate. Landlord may, in the event of such termination, enter into a lease
with any proposed assignee or subtenant for the Leased Premises.

                  (d) In the event the Tenant subleases all or any portion of
the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent
hereunder, fifty percent (50%) of the amount calculated by subtracting from the
Rent and other charges and consideration payable from time to time by the
subtenant to Tenant for said space, the amount of Rent payable by Tenant to
Landlord under this Lease, allocated (based on the relative rentable square foot
area of the total Leased Premises and of that portion of the Leased Premises so
subleased by Tenant) to the subleased portion of the Leased Premises.

                  (e) No permitted assignment shall be effective and no
permitted sublease shall commence unless and until any default by Tenant
hereunder shall have been cured. No permitted assignment or subletting shall
relieve Tenant from Tenant's obligations and agreements hereunder and Tenant
shall continue to be liable as a principal and not as a guarantor or surety to
the same extent as though no assignment or subletting had been made.

         10.2 MERGER; CONSOLIDATION OR ASSET SALE. Notwithstanding the
provisions of Section 10.1 above, Tenant may, without Landlord's consent, assign
this Lease to any corporation resulting from a merger or consolidation of the
Tenant or to the purchaser in connection with a sale of substantially all of the
assets of Tenant upon the following conditions: (a) that the total assets and
net worth of such assignee after such consolidation, merger or sale (as
reasonably determined by Landlord) shall be equal to or more than that of Tenant
immediately prior to such consolidation or merger or sale of assets; (b) that
Tenant is not at such time in default hereunder; and (c) that such successor
shall execute an instrument in writing fully assuming all of the obligations and
liabilities



                                       14
<PAGE>


imposed upon Tenant hereunder and deliver the same to Landlord prior
to the effective date of such assignment.

         10.3 VOTING CONTROL OF TENANT. If Tenant is a corporation, the shares
of which, at the time of execution of this Lease or during the term hereof are
or shall be held by fewer than one hundred (100) persons, and if at any time
during the term of this Lease the persons, firms or corporations who own a
majority or controlling number of its shares at the time of the execution of
this Lease or following Landlord's consent to a transfer of such shares cease to
own such shares (except as a result of transfer by bequest or inheritance) and
such cessation shall not first have been approved in writing by Landlord, then
such cessation shall, at the option of Landlord, be deemed a default by Tenant
under this Lease, unless the conditions of section 10.2 above are met by the
Tenant after such cessation.

         10.4 OTHER TRANSFER OF LEASE. Tenant shall not allow or permit any
transfer of this Lease, or any interest hereunder, by operation of law, or
mortgage, pledge, encumber or permit a lien on this Lease or any interest
herein.

                           XI. LIENS AND ENCUMBRANCES

         11.1 ENCUMBERING TITLE. Tenant shall not do any act which shall in any
way encumber the title of Landlord in and to the Leased Premises, nor shall the
interest or estate of Landlord in the Leased Premises in any way be subject to
any claim by way of lien or encumbrance, whether by operation of law or virtue
of any express or implied contract by Tenant. Any claim to, or lien upon, the
Leased Premises arising from any act or omission of Tenant shall accrue only
against the leasehold estate of Tenant and shall be subject and subordinate to
the paramount title and rights of Landlord in and to the Leased Premises.

         11.2 LIENS AND RIGHT TO CONTEST. Tenant shall not permit the Leased
Premises to become subject to any mechanics', laborers' or materialmen's lien on
account of labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the Leased Premises by, or at the direction or
sufferance of Tenant; provided, however, that Tenant shall have the right to
contest, in good faith and with reasonable diligence, the validity of any such
lien or claimed lien if Tenant shall give to Landlord such security as may be
deemed reasonably satisfactory to Landlord to assure payment thereof and to
prevent any sale, foreclosure, or forfeiture of the Leased Premises by reason of
nonpayment thereof; provided further, that on final determination of the lien or
claim for lien, Tenant shall immediately pay any judgment rendered, with all
proper costs and charges, and shall have the lien released and any judgment
satisfied.


                                       15
<PAGE>



                                 XII. UTILITIES

         12.1 UTILITIES. Tenant shall purchase all utility services, including
but not limited to fuel, water, sewerage and electricity, from the utility or
municipality providing such service, and shall pay for such services when such
payments are due.

                                 XIII. INDEMNITY

         13.1 INDEMNITY. Tenant will protect, indemnify and save harmless
Landlord, (for the purpose of this Article XIII only, the term "Landlord" shall
also include each mortgagee of Landlord and the agents of such mortgagee and any
purchaser of the Real Estate) Protected Parties (as defined in Section 6.1) and
Landlord's mortgagee, if any, of which Tenant is given written notice, from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including without limitation, reasonable attorneys'
fees and expenses) imposed upon or incurred by or asserted against the Landlord
Protected Parties or any of them and Landlord's mortgagee, if any, of which
Tenant is given written notice by reason of (i) any failure on the part of
Tenant to perform or comply with any of the terms of this Lease; or (ii)
performance of any labor or services or the furnishing of any materials or other
property in respect of the Leased Premises or any part thereof. In case any
action, suit or proceeding is brought against the Landlord Protected Parties or
any of them and Landlord's mortgagee, if any, of which Tenant is given written
notice by reason of any occurrence described in this Section 13.1, Tenant will,
at Tenant's expense, by counsel reasonably approved by Landlord, resist and
defend such action, suit or proceeding, or cause the same to be resisted and
defended. The obligations of Tenant under this Section 13.1 shall survive the
expiration or earlier termination of this Lease.

                        XIV. RIGHTS RESERVED TO LANDLORD

         14.1 RIGHTS RESERVED TO LANDLORD. Without limiting any other rights
reserved or available to Landlord under this Lease, at law or in equity,
Landlord, on behalf of itself and Agent reserves the following rights to be
exercised at Landlord's election:

                  (a) To change the Street address of the Leased Premises;

                  (b) To inspect the Leased Premises upon reasonable notice to
Tenant (except in the case of emergency) and to make repairs or, to the extent
required by law, additions or alterations, to the Leased Premises;

                  (c) Upon reasonable notice to Tenant, to show the Leased
Premises to prospective purchasers, mortgagees, or other persons having a
legitimate interest in viewing the same, and, at any time within one (1) year
prior to the expiration of the Lease term to persons wishing to rent the Leased
Premises;



                                       16
<PAGE>


                  (d) During the last year of the Lease term, to place and
maintain the usual 'For Rent' sign in or on the Leased Premises;

                  (e) If Tenant shall theretofore have vacated the Leased
Premises (but not earlier than during the last ninety (90) days of the Lease
term), to decorate, remodel, repair, alter or otherwise prepare the Leased
Premises for new occupancy; and

                  (f) To place and maintain "For Sale Signs" on exterior of the
building of which the Leased Premises is a part.

Landlord may enter upon the Leased Premises for any and all of said purposes and
may exercise any and all of the foregoing rights hereby reserved, during normal
business hours upon reasonable prior notice, unless an emergency exists, without
being deemed guilty of any eviction or disturbance of Tenant's use or possession
of the Leased Premises, and without being liable in any manner to Tenant.

                               XV. QUIET ENJOYMENT

         15.1 QUIET ENJOYMENT. So long as no Event of Default of Tenant has
occurred, Tenant's quiet and peaceable enjoyment of the Leased Premises shall
not be disturbed or interfered with by Landlord or by any person claiming by,
through or under Landlord.

                        XVI. SUBORDINATION OR SUPERIORITY

         16.1 SUBORDINATION OR SUPERIORITY. If the mortgagee or trustee named in
any first mortgage or first trust deed hereafter made shall agree that, if it
becomes the owner of the Leased Premises by foreclosure or deed in lieu of
foreclosure, it will recognize the rights and interest of Tenant under the Lease
and not disturb Tenant's use and occupancy of the Leased Premises if and so long
as no Event of Default of Tenant has occurred (which agreement may, at such
mortgagee's option, require attornment by Tenant), then all or a portion of the
rights and interests of Tenant under this Lease shall be subject and subordinate
to such first mortgage or first trust deed and to any and all advances to be
made thereunder, and to the interest thereon, and all renewals, replacements and
extensions thereof. Any such mortgagee or trustee may elect that, instead of
making this Lease subject and subordinate to its first mortgage or first trust
deed, the rights and interest of Tenant under this Lease shall have priority
over the lien of its mortgage or trust deed. Tenant agrees that it will, within
ten (10) days after demand in writing, execute and deliver whatever instruments
may be reasonably required, either to make this Lease subject and subordinate to
such a mortgage or trust deed, or to give the Lease priority over the lien of
the mortgage or trust deed, whichever alternative may be elected by the
mortgagee or trustee. Failure of Tenant to execute and deliver such
instrument(s) shall constitute an Event of Default hereunder and, in addition to
all rights and remedies available to Landlord under this Lease or otherwise at
law or in equity by reason of such Event of Default, Tenant shall be liable for
all loss, cost or



                                       17
<PAGE>


damage suffered or incurred by Landlord (including, but without limitation, all
actual and consequential damages suffered or incurred by Landlord) by reason of
such failure of Tenant.

                                 XVII. SURRENDER

         17.1 SURRENDER. Upon the termination of this Lease, whether by
forfeiture, lapse of time or otherwise, or upon termination of Tenant's right to
possession of the Leased Premises, Tenant will at once surrender and deliver up
the Leased Premises, together with all improvements thereon, to Landlord, broom
swept, in good condition and repair, reasonable wear and tear excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required herein, shall not be deemed "reasonable wear and
tear". Tenant shall deliver to Agent all keys to all doors therein. As used
herein, the term "Improvements" shall include, without limitation, all plumbing,
lighting, electrical, heating, cooling and ventilating fixtures and equipment,
and all Alterations (as said term is defined in Section 9.2 hereof) whether or
not permitted under Section 9.4. All Alterations, temporary or permanent, made
in or upon the Leased Premises by Tenant shall become Landlord's property and
shall remain upon the Leased Premises on any such termination without
compensation, allowance or credit to Tenant; provided, however, that Landlord
shall have the right to require Tenant to remove any Alterations and restore the
Leased Premises to their condition prior to the making of such Alterations,
repairing any damage occasioned by such removal and restoration. Said right
shall be exercised by Landlord giving written notice thereof to Tenant on or
before ninety (90) days after such termination. If Landlord requires removal of
any Alterations and Tenant does not make such removal in accordance with this
Section at the time of such termination, or within ten (10) days after such
request, whichever is later, Landlord may remove the same (and repair any damage
occasioned thereby), and dispose thereof or, at its election, deliver the same
to any other place of business of Tenant or warehouse the same. Tenant shall pay
the costs of such removal, repair, delivery and warehousing to Landlord on
demand.

         17.2 REMOVAL OF TENANT'S PROPERTY. Upon the termination of this Lease
by lapse of time, Tenant shall remove Tenant's articles of personal property
incident to Tenant's business (Trade Fixtures"); provided, however, that Tenant
shall repair any injury or damage to the Leased Premises which may result from
such removal, and shall restore the Leased Premises to the same condition as
prior to the installation thereof. If Tenant does not remove Tenant's Trade
Fixtures from the Leased Premises prior to the expiration or earlier termination
of the Lease term, Landlord may, at its option, remove the same (and repair any
damage occasioned thereby) and dispose thereof or deliver the same to any other
place of business of Tenant or warehouse the same, and Tenant shall pay the cost
of such removal, repair, delivery and warehousing to Landlord on demand, or
Landlord may treat such Trade Fixtures as having been conveyed to Landlord with
this Lease as a Bill of Sale, without further payment or credit by Landlord to
Tenant.

         17.3 HOLDING OVER. Tenant shall have no right to occupy the Leased
Premises or any portion thereof after the expiration of the Lease or after
termination of the Lease or of Tenant's right to possession pursuant to Section
19.1 hereof. In the event Tenant or any party claiming by,



                                       18
<PAGE>


through or under Tenant holds over, Landlord may exercise any and all remedies
available to it at law or in equity to recover possession of the Leased
Premises, and for damages. For each and every month or partial month that Tenant
or any party claiming by, through or under Tenant remains in occupancy of all or
any portion of the Leased Premises after the expiration of the Lease or after
termination of the Lease or Tenant's right to possession, Tenant shall pay, as
minimum damages and not as a penalty, monthly rental at a rate equal to 150% of
the rate of Rent payable by Tenant hereunder immediately prior to the expiration
or other termination of the Lease or of Tenant's right to possession. The
acceptance by Landlord of any lesser sum shall be construed as a payment on
account and not in satisfaction of damages for such holding over.

                         XVIII. ENVIRONMENTAL CONDITIONS

         18.1 "ENVIRONMENTAL CONDITION" DEFINED. As used in this Lease, the
phrase 'Environmental Condition' shall mean: (a) any adverse condition relating
to surface water, ground water, drinking water supply, land, surface or
subsurface strata or the ambient air, and includes, without limitation, air,
land and water pollutants, noise, vibration, light and odors, or (b) any
condition which may result in a claim of liability under the Comprehensive
Environment Response Compensation and Liability Act, as amended ("CERCLA"), or
the Resource Conservation and Recovery Act ('RCRA'), or any claim of violation
of the Clean Air Act, the Clean Water Act, the Toxic Substance Control Act
(TSCA"), or any claim of liability or of violation under any federal statute
hereafter enacted dealing with the protection of the environment or with the
health and safety of employees or members of the general public, or under any
rule, regulation, permit or plan under any of the foregoing, or under any law,
rule or regulation now or hereafter promulgated by the state in which the Leased
Premises are located, or any political subdivision thereof, relating to such
matters (collectively 'Environmental Laws').

         18.2 COMPLIANCE BY TENANT. Tenant shall, at all times during the Lease
term, comply with all Environmental Laws applicable to the Leased Premises and
shall not, in the use and occupancy of the Leased Premises, cause or contribute
to, or permit or suffer any other party to cause or contribute to any
Environmental Condition on or about the Leased Premises. Without limiting the
generality of the foregoing, Tenant shall not, without the prior written consent
of Landlord, receive, keep, maintain or use on or about the Leased Premises any
substance as to which a filing with a local emergency planning committee, the
State Emergency Response Commission or the fire department having jurisdiction
over the Leased Premises is required pursuant to ? 311 and/or ? 312 of CERCLA,
as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA')
(which latter Act includes the Emergency Planning and Community Right-To-Know
Act of 1986); in the event Tenant makes a filing pursuant to SARA, or maintains
substances as to which a filing would be required, Tenant shall simultaneously
deliver copies thereof to Agent or notify Agent in writing of the presence of
those substances.

         18.3 ENVIRONMENTAL INDEMNITY. Tenant will protect, indemnify and save
harmless the Landlord Protected Parties (as defined in Section 6.1), Agent and
all of their respective agents, directors, officers and employees, and
Landlord's mortgagee, if any, of which Tenant is given



                                       19
<PAGE>


written notice, from and against all liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) of whatever kind or nature, contingent
or otherwise, known or unknown, incurred or imposed, based upon any
Environmental Laws or resulting from any Environmental Condition on or about the
Leased Premises which occurs or is contributed to (other than by Landlord or its
agents) during the Lease term. In case any action, suit or proceeding is brought
against any of the parties indemnified herein by reason of any occurrence
described in this Section 18.3, Tenant will, at Tenant's expense, by counsel
approved by Landlord, resist and defend such action, suit or proceeding, or
cause the same to be resisted and defended. The obligations of Tenant under this
Section 18.3 shall survive the expiration or earlier termination of this Lease.

         18.4 TESTING AND REMEDIAL WORK. Landlord may conduct tests on or about
the Leased Premises for the purpose of determining the presence of any
Environmental Condition. If such tests indicate the presence of an Environmental
Condition on or about the Leased Premises which occurs or is contributed to
during the Lease term (other than by Landlord or its agents), Tenant shall, in
addition to its other obligations hereunder, reimburse Landlord for the cost of
conducting such tests. Without limiting Tenant's liability under Section 18.3
hereof, in the event of any such Environmental Condition, Tenant shall promptly
and at its sole cost and expense, take any and all steps necessary to remedy the
same, complying with all provisions of applicable law and with Section 9.2(b)
hereof, or shall, at Landlord's election, reimburse Landlord for the cost to
Landlord of remedying the same. The reimbursement shall be paid by Tenant to
Landlord in advance of Landlord's performing such work based upon Landlord's
reasonable estimate of the cost thereof, and upon completion of such work by
Landlord, Tenant shall pay to Landlord any shortfall promptly after Landlord
bills Tenant therefor, or Landlord shall promptly refund to Tenant any excess
deposit, as the case may be.

                                  XIX. REMEDIES

         19.1 DEFAULTS. Tenant agrees that any one or more of the following
events shall be considered Events of Default as said term is used herein:

                  (a) Tenant shall be adjudged an involuntary bankrupt, or a
decree or order approving, as properly filed, a petition or answer riled against
Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now
or hereafter amended, or under the laws of any state, shall be entered, and any
such decree or judgment or order shall not have been vacated or set aside within
sixty (60) days from the date of the entry or granting thereof; or

                  (b) Tenant shall file or admit the jurisdiction of the court
and the material allegations contained in any petition in bankruptcy or any
petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as
now or hereafter amended, or Tenant shall institute any proceeding or shall give
its consent to the institution of any proceedings for any relief of Tenant under
any bankruptcy or insolvency laws or any laws relating to the relief of debtors,
readjustment of indebtedness, reorganization, arrangements, composition or
extension; or


                                       20
<PAGE>


                  (c) Tenant shall make any assignment for the benefit of
creditors or shall apply for or consent to the appointment of a receiver for
Tenant or any of the property of Tenant; or

                  (d) The Leased Premises are levied upon by any revenue officer
or similar officer; or

                  (e) A decree or order appointing a receiver of the property of
Tenant shall be made and such decree or order shall not have been vacated or set
aside within sixty (60) days from the date of entry or granting thereof; or

                  (f) Tenant shall abandon the Leased Premises or
vacate the same during the term hereof; or

                  (g) Tenant shall default in any payment of Rent or in any
other payment required to be made by Tenant hereunder when due as herein
provided (all of which other payments shall be deemed 'additional rent' payable
hereunder), or shall default under Sections 6.2.1, 6.2.2 or Section 21.2 hereof,
and any such default shall continue for five (5) days after notice thereof in
writing to Tenant; or

                  (h) Tenant shall fail to contest the validity of any lien or
claimed lien and give security to Landlord to assure payment thereof, or, having
commenced to contest the same and having given such security, shall fail to
prosecute such contest with diligence, or shall fail to have the same released
and satisfy any judgment rendered thereon, and such default continues for ten
(10) days after notice thereof in writing to Tenant; or

                  (i) Tenant shall default in keeping, observing or performing
any of the other covenants or agreements herein contained to be kept, observed
and performed by Tenant, and such default shall continue for thirty (30) days
after notice thereof in writing to Tenant or shall exist at the expiration of
the Lease term; or

                  (j) Tenant shall default in keeping, observing or performing
any covenant or agreement herein contained to be kept, observed and performed by
Tenant, which default may result in an imminent risk of damage to property
(including without limitation the Leased Premises or the improvements thereon)
or injury to or death of persons, and such default shall not be cured
immediately upon notice thereof to Tenant (which notice may be oral); or

                  (k) Tenant shall default (with time to cure expired) under any
other lease made by Tenant for any other premises owned by Landlord or managed
by Agent or by any successor to Agent as the agent for Landlord or the
beneficiary of Landlord; or

                  (l) Tenant shall repeatedly be late in the payment of rent or
other charges required to be paid hereunder or shall repeatedly default in the
keeping, observing, or performing of any other covenants or agreements herein
contained to be kept, observed or performed by



                                       21
<PAGE>


Tenant (provided notice of such payment or other defaults shall have been given
to Tenant, but whether or not Tenant shall have timely cured any such payment or
other defaults of which notice was given).

         19.2 REMEDIES. Upon the occurrence of any one or more Events of
Default, Landlord may at its election terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease. Upon termination of the
Lease, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Leased Premises immediately, and deliver possession thereof to Landlord, and
hereby grants to Landlord the full and free right, without demand or notice of
any kind to Tenant (except as hereinabove expressly provided for), to enter into
and upon the Leased Premises in such event with or without process of law and to
repossess the Leased Premises as Landlord's former estate and to expel or remove
Tenant and any others who may be occupying or within the Leased Premises without
being deemed in any manner guilty of trespass, eviction, or forcible entry or
detainer, without incurring any liability for any damage resulting therefrom and
without relinquishing Landlord's rights to Rent or any other right given to
Landlord hereunder or by operation of law. Upon termination of the Lease,
Landlord shall be entitled to recover as damages all Rent and other sums due and
payable by Tenant on the date of termination, plus (a) an amount equal to the
value, on an annual basis, of the excess (discounted to present value at six
percent (6%) annually) of (i) the Rent and other sums provided herein to be paid
by Tenant for the residue of the stated term hereof over (ii) the fair rental
value of the Leased Premises for the residue of the stated term taking into
account the time and expenses necessary to obtain a replacement tenant or
tenants, including expenses hereinafter described relating to recovery of the
Leased Premises, preparation for reletting and for reletting itself), and (b)
the cost of performing any other covenants to be performed by Tenant. If
Landlord elects to terminate Tenant's right to possession only without
terminating the Lease, Landlord may, at Landlord's option, enter on to the
Leased Premises, remove Tenant's signs and other evidences of tenancy, and take
and hold possession thereof as hereinafter provided, without such entry and
possession terminating the Lease or releasing Tenant, in whole or in part, from
Tenant's obligations to pay the Rent and other sums provided herein to be paid
by Tenant for the full term or from any other of its obligations under this
Lease. Landlord may relet all or any part of the Leased Premises for such Rent
and upon such terms as shall be satisfactory to Landlord (including the right to
relet the Leased Premises as a part of a larger area the right to change the
character or use made of the Leased Promises). For the purpose of such
reletting, Landlord may decorate or make any repairs, changes, alterations or
additions in or to the Leased Premises that may be necessary or convenient. If
Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on
demand damages equal to the amount of the Rent, and other sums provided herein
to be paid by Tenant for the remainder of the Lease term. If the Leased Premises
are relet and a sufficient sum shall not be realized from such reletting after
paying all of the expenses of such decorations, repairs, changes, alterations,
additions, the expenses of such reletting and the collection of the rent
accruing therefrom (including, but not by way of limitation, attorneys' fees and
brokers' commissions), to satisfy the Rent and other sums herein provided to be
paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand
any deficiency and Tenant agrees that Landlord may file suit to



                                       22
<PAGE>


recover any Rent or other sums falling due under the terms of this Section from
time to time. Landlord shall use reasonable efforts to mitigate its damages
arising out of Tenant's default; Landlord shall not be deemed to have failed to
use such reasonable efforts by reason of the fact that Landlord has leased or
sought to lease other vacant premises owned by Landlord, in preference to
reletting the Leased Premises, or by reason of the fact that Landlord has sought
to relet the Leased Premises at a rental rate higher than that payable by Tenant
under the Lease (but not in excess of the then current market rental rate).

         19.3 TENANT'S OPPORTUNITY TO CURE. If Tenant defaults under Section
19.1(i), and such default cannot with due diligence be cured within a period of
thirty (30) days, and if notice thereof in writing shall have been given to
Tenant, and if Tenant, prior to the expiration of thirty (30) days from and
after the giving of such notice, commences to eliminate the cause of such
default and proceeds diligently and with reasonable dispatch to take all steps
and do all work required to cure such default and does so cure such default,
then an Event of Default shall not be deemed to have occurred; provided,
however, that Tenant's right to cure hereunder shall not extend beyond the
expiration of the Lease term, and provided further that the curing of any
default in such manner shall not be construed to limit or restrict Landlord's
remedies for any other default which becomes an Event of Default.

         19.4 LANDLORD'S RIGHT TO CURE. Landlord may, but shall not be obligated
to, cure any default by Tenant (specifically including, but not by way of
limitation, Tenant's failure to obtain insurance, make repairs, or satisfy lien
claims) and whenever Landlord so elects, all costs and expenses paid by Landlord
in curing such default, including without limitation reasonable attorneys' fees,
shall be so much additional rent due on the next rent date after such payment
together with interest (except in the case of said attorney's fees) at the
highest rate then payable by Tenant in the state in which the Leased Premises
are located or, in the absence of such a maximum rate, at a rate per annum equal
to two per cent (2%) in excess of the announced base rate or equivalent rate of
interest of First National Bank of Colorado (as publicly announced by said bank)
in effect on the date of such advance, from the date of the advance to the date
of repayment by Tenant to Landlord.

         19.5 REMEDIES CUMULATIVE. No remedy herein or otherwise conferred upon
or reserved to Landlord shall be considered to exclude or suspend any other
remedy but the same shall be cumulative and shall be in addition to every other
remedy given hereunder, or now or hereafter existing at law or in equity or by
statute, and every power and remedy given by this Lease to Landlord may be
exercised from time to time and so often as occasion may arise or as may be
deemed expedient.

         19.6 NO WAIVER. No delay or omission of Landlord to exercise any right
or power arising from any default shall impair any such right or power or be
construed to be a waiver of any such default or any acquiescence therein. No
waiver of any breach of any of the covenants of this Lease shall be construed,
taken or held to be a waiver of any other breach, or as a waiver, acquiescence
in or consent to any further or succeeding breach of the same covenant. The


                                       23
<PAGE>


acceptance by Landlord of any payment of Rent after the termination by Landlord
of this Lease or of Tenant's right to possession hereunder shall not, in the
absence of agreement in writing to the contrary by Landlord, be deemed to
restore this Lease or Tenant's right to possession hereunder, as the case may
be, but shall be construed as a payment on account, and not in satisfaction of
damages due from Tenant to Landlord.

                              XX. SECURITY DEPOSIT

         20.1 SECURITY DEPOSIT. To secure the faithful performance by Tenant of
all the terms, covenants and conditions in this Lease set forth and contained on
the part of the Tenant to be fulfilled, kept, observed and performed, including,
but without limiting the generality of the foregoing, such terms, covenants and
conditions which become applicable upon the expiration or termination of the
same or upon termination of Tenant's right to possession pursuant to Section
19.2 of the Lease, Tenant has deposited herewith the Security Deposit with Agent
on the understanding: (a) that the Security Deposit or any portion thereof not
previously applied, or from time to time such other portions thereof, may be
applied to the curing of any default that may then exist, without prejudice to
any other remedy or remedies which Landlord may have on account thereof, and
upon such application Tenant shall pay Agent on demand the amount so applied
which shall be added to the Security Deposit so the same may be restored to its
original amount; (b) that should the Leased Premises be conveyed by Landlord or
should Agent cease to be the agent of the beneficiary or beneficiaries of
Landlord, the Security Deposit or any portion thereof not previously applied may
be turned over to Landlord's grantee or the new agent, as the case may be, and
if the same be turned over as aforesaid, Tenant hereby releases Landlord and
Agent from any and all liability with respect to the Security Deposit and/or its
application or return, and Tenant agrees to look to such grantee or new agent,
as the case may be, for such application or return; (c) that Landlord shall have
no personal liability with respect to said sum and Tenant shall look exclusively
to Agent or its successors pursuant to subsection (b) hereof for return of said
sum when Tenant is entitled hereunder to such return; (d) that Agent or its
successor shall not be obligated to hold the Security Deposit as a separate
fund, but on the contrary may commingle the same with its other funds; (e) that
if Tenant shall faithfully fulfill, keep, perform and observe all of the
covenants, conditions, and agreements in this Lease set forth and contained on
the part of Tenant to be fulfilled, kept, performed and observed, the Security
Deposit or the part or portion thereof not previously applied shall be returned
to the Tenant without interest no later than thirty (30) days after the
expiration of the term of this Lease or any renewal or extension thereof,
provided Tenant has vacated the Leased Premises and surrendered possession
thereof to Landlord at the expiration of said term or any extension or renewal
thereof as provided herein; (f) in the event that Landlord terminates the Lease
or Tenant's right to possession pursuant to Section 19.2 of this Lease, Agent
may apply the Security Deposit against all damages suffered to the date of such
termination and/or may retain the Security Deposit to apply against such damages
as may be suffered or shall accrue thereafter by reason of Tenant's default; and
(g) in the event any bankruptcy, insolvency, reorganization or other creditor
debtor proceedings shall be instituted by or against Tenant, or its successors
or assigns, the Security Deposit shall be deemed to be applied first to the
payment of any Rent and/or other sums due Landlord for all periods prior to the


                                       24
<PAGE>


institution of such proceedings, and the balance, if any, of the Security
Deposit may be retained or paid to Landlord in partial liquidation of Landlord's
damages.

                               XXI. MISCELLANEOUS

         21.1 NON MERGER. Notwithstanding the acquisition of the Leased Premises
and/or Real Estate or the beneficial interest or ownership thereof by the Lessee
or the fact that the interests of Lessor and Lessee hereunder shall be held by
the same person or persons, there shall not be a merger of leasehold estate into
the fee and this Lease shall remain valid and in full force and effect in
accordance with its terms.

         21.2 TENANT'S STATEMENT. Tenant shall furnish to Landlord, within ten
(10) days after written request therefor from Landlord, a copy of the then most
recent audited and certified statement of Tenant and Guarantor, if any. It is
mutually agreed that Landlord may deliver a copy of such statements to any
mortgagee or prospective mortgagee of Landlord, or any prospective purchaser of
the Leased Premises, but otherwise Landlord shall treat such statements and
information contained therein as confidential.

         21.3 ESTOPPEL CERTIFICATES. Tenant shall at any time and from time to
time upon not less than ten (10) days prior written request from Landlord,
execute, acknowledge and deliver to Landlord, in form reasonably satisfactory to
Landlord and/or Landlord's mortgagee, a written statement certifying (if true)
that Tenant has accepted the Leased Premises, that this Lease is unmodified and
in full force and effect (or, if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), that
Landlord is not in default hereunder, the date to which Rent has been paid in
advance, if any, and such other accurate certifications as may reasonably be
required by Landlord or Landlord's mortgagee, agreeing to give copies to any
mortgagee of Landlord of all notices by Tenant to Landlord and agreeing to
afford Landlord's mortgagee a reasonable opportunity to cure any default of
Landlord. It is intended that any such statement delivered pursuant to this
Section may be relied upon by any prospective purchaser or mortgagee of the
Leased Premises and their respective successors and assigns.

         21.4 AMENDMENTS MUST BE IN WRITING. None of the covenants, terms or
conditions of this Lease, to be kept and performed by either party, shall in any
manner be altered, waived, modified, changed or abandoned except by a written
instrument, duly signed and delivered by the other party.

         21.5 NOTICES. All notices to or demands upon Landlord or Tenant desired
or required to be given under any of the provisions hereof shall be in writing.
Any notices or demands from Landlord to Tenant shall be deemed to have been duly
and sufficiently given when received or refused if sent by United States
registered or certified mail in an envelope properly stamped and addressed or if
sent by courier service, with receipt, to Tenant at Tenant's Address or at such
other address as Tenant may theretofore have designated by written notice to
Landlord, and any notices



                                       25
<PAGE>


or demands from Tenant to Landlord shall be deemed to have been duly and
sufficiently given if mailed by United States registered or certified mail in an
envelope properly stamped and addressed or sent by courier service, with
receipt, to Landlord at Landlord's Address or at such other address or to such
other agent as Landlord or Agent may theretofore have designated by written
notice to Tenant, with a copy to any first mortgagee of the Leased Premises, the
identity and address of which Tenant shall have received written notice.

         21.6 SHORT FORM LEASE. This Lease shall not be recorded, but the
parties agree, at the request of either of them, to execute a Short Form Lease
for recording, containing the names of the parties, the legal description and
the term of the Lease.

         21.7 TIME OF ESSENCE. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

         21.8 RELATIONSHIP OF PARTIES. Nothing contained herein shall be deemed
or construed by the parties hereto, or by any third party, as creating the
relationship of principal and agent or of partnership, or of joint venture, by
the parties hereto, it being understood and agreed that no provision contained
in this Lease nor any acts of the parties hereto shall be deemed to create any
relationship other than the relationship of landlord and tenant.

         21.9 CAPTIONS. The captions of this Lease are for convenience only and
are not to be construed as part of this Lease and shall not be construed as
defining or limiting in any way the scope and intent of the provisions hereof.

         21.10 SEVERABILITY. If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and provisions of
this Lease shall not be affected thereby, but each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

         21.11 LAW APPLICABLE. This Lease shall be construed and enforced in
accordance with the laws of the state where the Leased Premises are located.

         21.12 COVENANTS BINDING ON SUCCESSORS. All of the covenants,
agreements, conditions and undertakings contained in this Lease shall extend and
inure to and be binding upon the heirs, executors, administrators, successors
and assigns of the respective parties hereto, the same as if they were in every
case specifically named, and wherever in this Lease reference is made to either
of the parties hereto, it shall be held to include and apply to, wherever
applicable, the heirs, executors, administrators, successors and assigns of such
party. Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental authority, other than the
parties hereto, their heirs, executors, administrators, successors and assigns,
any right, claim or privilege by virtue of any covenant, agreement, condition or
undertaking in this Lease contained.



                                       26
<PAGE>


         21.13 BROKERAGE. Tenant warrants that it has had no dealings with any
broker or agent in connection with this Lease other than Broker(s), whose
commission Landlord covenants and agrees to pay in the amount agreed to by
Landlord. Tenant covenants to pay, hold harmless, indemnify and defend Landlord
from and against any and all costs, expenses or liability for any compensation,
commissions and charges claimed by any broker or agent other than Broker(s) with
respect to this Lease or the negotiation thereof.

         21.14 LANDLORD MEANS OWNERS. The term "Landlord" as used in this Lease,
so far as covenants or obligations on the part of the Landlord are concerned,
shall be limited to mean and include only the owner or owners at the time in
question of the fee of the Leased Premises, and in the event of any transfer or
transfers of the title to such fee, Landlord herein named (and in case of any
subsequent transfer or conveyances, the then grantor) shall be automatically
freed and relieved, from and after the date of such transfer or conveyance, of
all liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed; provided
that any funds in the hands of such Landlord or the then grantor at the time of
such transfer, in which Tenant has an interest, shall be turned over to the
grantee, and any amount then due and payable to Tenant by Landlord or the then
grantor under any provisions of this Lease shall be paid to Tenant.

         21.15 LENDER'S REQUIREMENTS. If any mortgagee or committed financier of
Landlord should require, as a condition precedent to the closing of any loan or
the disbursal of any money under any loan, that this Lease be amended or
supplemented in any manner (other than in the description of the Leased
Premises, the term, the purpose or the rent or other charges hereunder, or in
any other regard as will substantially or materially affect the rights of Tenant
under this Lease), Landlord shall give written not ice thereof to Tenant, which
notice shall be accompanied by a Lease Supplement Agreement embodying such
amendments and supplements. Tenant shall, within ten (10) days after the
effective date of Landlord's notice, either consent to such amendments and
supplements (which consent shall not be unreasonably withheld) and execute the
tendered Lease Supplement Agreement, or deliver to Landlord a written statement
of its reason or reasons for refusing to so consent and execute. Failure of
Tenant to respond within said ten (10) day period shall be a default under this
Lease without further notice. If Landlord and Tenant are then unable to agree on
a Lease Supplement Agreement satisfactory to each of them and to the lender
within thirty (30) days after delivery of Tenant's written statement, Landlord
shall have the right to terminate this Lease within sixty (60) days after the
end of said thirty (30) day period.

         21.16 SIGNS. Tenant shall install no exterior sign without Landlord's
prior written approval of detailed plans and specifications therefor. If
Landlord has a standard form of identity sign for tenants in the industrial park
of which the Leased Premises are a part, and if Tenant desires to have an
identity sign on the Leased Premises, Tenant shall advise Landlord of the name
it desires to have on its sign, and Landlord shall install its standard sign
showing such name. Tenant shall reimburse Landlord for Landlord's costs of
producing and erecting said sign within ten (10) days after being billed
therefor by Landlord.



                                       27
<PAGE>


         21.17 FORCE MAJEURE. Landlord shall not be deemed in default with
respect to any of the terms, covenants and conditions of this Lease on
Landlord's part to be performed, if Landlord's failure to timely perform same is
due in whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder, failure of power, restrictive governmental laws and
regulations, riots, insurrections, war, shortages, accidents, casualties, acts
of God, acts caused directly by Tenant or Tenant's agents, employees and
invitees, or any other cause beyond the reasonable control of Landlord.

         21.18 LANDLORD'S EXPENSES. Except as may be otherwise expressly set
forth in any settlement agreement between the parties in respect of any dispute
hereunder, Tenant agrees to pay on demand Landlord's reasonable expenses,
including reasonable attorneys' fees, expenses and administrative hearing and
court costs incurred either directly or indirectly in enforcing any obligation
of Tenant under this Lease, in curing any default by Tenant under this Lease, in
connection with appearing, defending or otherwise participating in any action or
proceeding arising from the filing, imposition, contesting, discharging or
satisfaction of any lien or claim for lien, in defending or otherwise
participating in any legal proceedings initiated by or on behalf of Tenant
wherein Landlord is not adjudicated to be in default under this Lease, or in
connection with any investigation or review of any conditions or documents in
the event Tenant requests Landlord's agreement, approval or consent to any
action of Tenant which may be desired by Tenant or required of Tenant hereunder.
Notwithstanding the foregoing, to the extent either party files an action
hereunder that proceeds to verdict, the non-prevailing party shall pay (within
30 days of such verdict) the expenses, including reasonable attorneys' fees,
expenses and administrative hearing and court costs of the prevailing party
relative to such action.

         21.19 EXECUTION OR LEASE BY LANDLORD. The submission of this document
for examination and negotiation does not constitute an offer to lease, or a
reservation of, or option for, the Leased Premises and this document shall
become effective and binding only upon the execution and delivery hereof by
Tenant and by Landlord. All negotiations, considerations, representations and
understandings between Landlord and Tenant are incorporated herein.

         21.20 TENANT'S AUTHORIZATION. If Tenant is a corporation, partnership,
association, limited liability company or any other entity, Tenant shall furnish
to Landlord, within ten (10) days after written request therefor from Landlord,
certified resolutions of Tenant's directors or other governing person or body
authorizing execution and delivery of this Lease and performance by Tenant of
its obligations hereunder, and evidencing that the person who physically
executed the Lease on behalf of Tenant was duly authorized to do so.

         21.21 EXCULPATORY. Tenant shall look solely to the then interest of
Landlord in the Premises, or of any successor in interest to Landlord, as owner
of said Premises, for the satisfaction of any remedy of Tenant for failure to
perform any of Landlord's obligations under this Lease, either express or
implied, or under any law whether now existing or hereinafter enacted. Neither
Landlord nor any disclosed or undisclosed principal or member of Landlord (or
any officer, director, stockholder, partner or agent of Landlord or any such
principal or member)



                                       28
<PAGE>


nor any successor of any of them shall have any personal liability for any such
failure under this Lease or otherwise.

         21.22 OPTION TO EXTEND.

                  (a) Provided that no Event of Default shall have occurred
which remains uncured and further provided that Tenant or any permitted assignee
or sublessee shall be in possession of the Leased Premises, Tenant shall have
the right, exercisable by giving written notice ("First Renewal Notice") thereof
to Landlord at least nine (9) months but not before twelve (12) months prior to
the expiration of the original Term of this Lease to extend the Term of this
Lease for an additional term of sixty (60) calendar months ("First Renewal
Period") upon all of the terms, covenants and conditions contained in this
Lease, except that the Annual Base Rent for the First Renewal Period shall be as
follows:

<Table>
<Caption>

                                                                                            Monthly
                           Period:                             Annual Base Rent:            Installments
                           ------                              ----------------             ------------
                           <S>                                 <C>                          <C>

                           3/1/13 - the last day of            $408,822.33                  $34,068.53
                           February 2014

                           3/1/14 - the last day of            $421,087.00                  $35,090.58
                           February 2015

                           3/1/15 - the last day of            $433,719.61                  $36,143.30
                           February 2016

                           3/1/16 - the last day of            $446,731.19                  $37,227.60
                           February 2017

                           3/1/17 - the last day of            $460,133.13                  $38,344.43
                           February 2018

</Table>

                  (b) Provided that no Event of Default shall have occurred
which remains uncured, and further provided that Tenant or any permitted
assignee or sublessee shall be in possession of the Leased Premises, and further
provided the Term of this Lease has been extended for the First Renewal Period,
Tenant shall have the right, exercisable by giving notice ("Second Renewal
Notice") thereof to Landlord at least nine (9) months but not before twelve (12)
months prior to the expiration of the First Renewal Period, to extend the term
of this Lease for an additional term of sixty (60) calendar months ("Second
Renewal Period") upon the terms, covenants and conditions contained in this
Lease, except that the Annual Base Rent for the Second Renewal Period shall be
as follows:


                                       29
<PAGE>




<Table>
<Caption>

                                                                                            Monthly
                           Period:                             Annual Base Rent:            Installment
                           ------                              ----------------             -----------
                           <S>                                 <C>                          <C>

                           3/1/18 - the last day of            $473,937.12                  $39,494.76
                           February 2019

                           3/1/19 - the last day of            $488,155.24                  $40,679.60
                           February 2020

                           3/1/20 - the last day of            $502,799.89                  $41,899.99
                           February 2021

                           3/1/21 - the last day of            $517,883.89                  $43,156.99
                           February 2022

                           3/1/22 - the last day of            $533,420.40                  $44,451.70
                           February 2023

</Table>

                                        XXII. WORK LETTER

         22.      WORK LETTER.

         (a) Tenant has or shall cause RVP Architectural. (the "Architect") to
prepare plans and specifications for the construction of the Work (as
hereinafter defined). Said plans and specifications are hereinafter referred to
as Construction Documents.

         The Construction Documents shall describe all items and materials which
constitute the Work (as hereinafter defined). The Construction Documents, the
Contract (as hereinafter defined) and the Contractor (as hereinafter defined)
shall be subject to the Landlords reasonable approval; and if Landlord does not
approve the same, Landlord shall advise Tenant of the reason for the
disapproval. If Landlord does not disapprove the Contract or the Contractor
within ten (10) business days following the receipt thereof by Landlord, the
same shall be deemed approved by Landlord.

         (b) It is understood and agreed that Landlord will enter into a
Contract with the Contractor for the installation in the Premises of the items
and materials described in Construction Documents (the installation of said
items and materials being herein referred to as the "Work"). The Work shall be
performed by a general contractor ("Contractor") selected by Tenant under a
so-called "lump sum" or "agreed amount" contract ("Contract"). Without limiting
the generality of the foregoing, the Contract shall provide that the Landlord
shall have no liability thereunder for that portion of the cost of the Work
equal to the Tenant's Contribution. Upon the request of Tenant and provided that
the Contract and the Contractor have been approved by Landlord, Landlord shall
enter into the Contract with the Contractor.



                                       30
<PAGE>


         For the purpose of this Section 22, the term "cost of construction"
shall mean the cost of construction as set forth in the Contract with the
Contractor, including the cost of any permits by any governmental authority
having jurisdiction and the cost of preparing the Construction Documents.

         In the event a Tenant's Contribution is required, prior to the
commencement of the construction of the Work Landlord shall advise Tenant of the
Cost of Construction which advice shall include evidence of the cost of the
permits referred to above. Landlord agrees to pay the Contractor for the value
of the Work performed by the Contractor except for the Tenant's Contribution and
except for any Tenant's Extra. Landlord shall make no disbursements to the
Contractor unless the same have first been approved by the Tenant. To the extent
that the Cost of Construction exceeds $706,159 (such excess being herein called
the Tenant's Contribution"), Tenant shall pay the Tenant's Contribution to the
Contractor for the value of the first Work performed by the Contractor equal to
the Tenant's Contribution. Landlord shall not be obligated under the Contract to
pay for the value of the first Work performed by the Contractor equal to the
Tenant's Contribution and the Contract shall provide that the Contractor shall
look to the Tenant therefor.

         (c) During the term of the Contract, Tenant may request Landlord to
perform, at Tenant's sole cost and expense, any special work other than that
specified in Construction Documents, as a "Tenant's Extra". Should Tenant
request Landlord to perform a Tenant's Extra, the Landlord may deny such request
if Landlord determines that:

                  (i) The Tenant's Extra is not consistent with or better than
the existing physical condition of the Building; or

                  (ii) The Tenant's extra will impair the structural integrity
of the Building.

         In the event that Tenant requests Landlord to perform a Tenant's Extra
and Landlord does not deny such request as set forth above, Landlord shall cause
the Contractor to submit to Landlord and Tenant a written estimate (the
"Estimate") for the Tenant's Extra to be performed. Within five business days
after submission of the Estimate, Tenant shall in writing either accept or
reject the Estimate. Tenant's failure to accept or reject the Estimate within
said five-day period shall be deemed rejection thereof. In the event the Tenant
rejects the Estimate or the Estimate is deemed rejected Landlord shall not be
obligated to construct the Tenant's Extra.

         Each request by Tenant to Landlord to perform a Tenant's Extra shall
include therewith detailed plans and specification which have been prepared at
the sole cost and expense of Tenant. The installation of a Tenant's Extra shall
be for Tenant's account; and Tenant shall pay as additional rent hereunder to
Landlord therefor an amount equal to Landlord's actual cost of the Tenant's
Extra, including associated architectural and engineering fees, if any.



                                       31
<PAGE>


         Upon acceptance of the Estimate, the amount of the Estimate shall be
deposited with Landlord; and thereafter Tenant shall pay to Landlord the cost of
the Tenant's Extra in excess of the Estimate upon being invoiced therefor (but
in no event shall such excess be paid later than the satisfactory completion of
such Tenant's Extra). Should the cost of the Tenant's Extra be less than the
Estimate, Landlord shall promptly refund the difference to Tenant.

         (d) The Tenant represents that the Leased Premises have been examined
by Tenant and that the Tenant will accept the Leased Premises in the condition
or state which the Premises is in on this date, without representation or
warranty, express or implied, in fact or by law by Landlord and without recourse
to Landlord as to the nature, condition or usability thereof. The preceding
sentence shall not apply to Landlord's Construction. Landlord shall have no
liability or obligation concerning the performance by the Contractor. Tenant
agrees that Landlord will not be deemed responsible in any manner with respect
to the quality or quantity of the Work or whether the Work has been performed in
accordance with the Construction Documents. Tenant agrees that Landlord will not
be deemed to have made any representation or warranty, express or implied, in
fact or by law concerning the Contractor or the Work. For the purpose of this
paragraph, each Tenant's Extra shall be deemed a part of the Work and covered by
the Contract.

         Tenant's obligation for the payment of Base Rent and additional Rent,
shall not be affected by time in which it takes to complete the Work.

         Tenant shall indemnify and save Landlord harmless from and against, and
shall reimburse Landlord for, all liabilities, obligations, damages, fines,
penalties, claims, demands, liens (including mechanic's liens) costs, charges,
judgments and expenses, including but not limited to, reasonable attorneys' fees
which may be imposed upon or incurred or paid by or asserted against Landlord or
Landlord's fee or reversionary or other interest in the Property by reason of or
in connection with the execution of the Contract with the Contractor by the
Landlord, the performance of the Work or the performance of a Tenant's Extra.
The indemnity contained in this grammatical paragraph shall not apply to any
claim (including a mechanic's lien claim) imposed against Landlord or its
interest in the Leased Premises resulting from failure of Landlord to meet its
obligations under the Contract for the Work unless such failure results from the
fact that Landlord has withheld payment to the Contractor because Tenant has
failed to approve the payment.

         Tenant understands that Landlord will also be causing certain
construction to occur at the Leased Premises, which construction ("Landlord's
Construction") is not part of the Work. The cost of such construction will be
paid for by Landlord and Tenant will have no responsibility for the payment
thereof.


                                       32
<PAGE>



                  Landlord and Tenant have executed this Lease the day and year
first above written.


<Table>
<Caption>
<S>                          <C>

LANDLORD:                    FCF PROPERTIES, LLC, a Colorado limited
                             liability company

                             By: /s/ Andrew Freedman
                                 -----------------------------------
                                 Its: Manager
</Table>

<Table>
<Caption>
<S>                          <C>

TENANT:                      AMERICAN COIN MERCHANDISING, INC., a
                             Delaware corporation

                             By: /s/ W. John Cash
                                 -----------------------------------
                                 Its:  Senior Vice President, CFO
</Table>

ATTEST:


By: /s/ W. John Cash
    ----------------------------------------
Its (Assistant) Secretary



                                       33
<PAGE>



STATE OF COLORADO   )
                    )  SS.
COUNTY OF BOULDER   )

         I, Kara Williamson, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that Andrew Freeman, personally known to me
to be the Manager of FCF Properties, LLC, a Colorado limited liability company
and as such Manager he signed, sealed and delivered the said instrument as his
and voluntary act, for the uses and purposes therein set forth.

         GIVEN under my hand and Notarial Seal this 24 day of October, 2002.


                                    /s/ Kara Williamson
                                    --------------------------------------------
                                    Notary Public



                                       34
<PAGE>



STATE OF COLORADO   )
                    )  SS.
COUNTY OF BOULDER   )

         I, Kara Williamson, a Notary public in and for said County, in the
State aforesaid, do hereby certify that W. John Cash, personally known to me to
be Senior Vice President and CFO of American Coin Merchandising, Inc., a
Delaware corporation, duly licensed to transact business in the State of
Colorado, and W. John Cash, personally known to me to be the Secretary of said
corporation and personally known to me to be the persons whose names are
subscribed to the foregoing instrument, appeared before me this day in person
and severally acknowledged that they signed and delivered the said instrument as
Senior Vice President and CFO and Secretary of said corporation, and caused the
Corporate Seal of said corporation to be affixed thereto, pursuant to authority
given by the Board of Directors of said corporation, as their free and voluntary
act and as the free and voluntary act and deed of said corporation, for the uses
and purposes therein set forth.

         GIVEN under my hand and Notarial Seal this 24 day of October, 2002.


                                    /s/ Kara Williamson
                                    --------------------------------------------
                                    Notary Public



                                       35
<PAGE>



                                    EXHIBIT A
                    LEGAL DESCRIPTION OF THE LEASED PREMISES

LOT 13, BLOCK 8,
COLORADO TECHNOLOGICAL CENTER, FIRST FILING,
COUNTY OF BOULDER,
STATE OF COLORADO




                                       36