*execution version*
                                      LEASE{PRIVATE]


         1. PARTIES. This Lease ("Lease"), dated, for reference purposes only,
April 11, 2001, is made by and between New Frontier Media, Inc., a Colorado
corporation (herein called "Tenant") and Northview Properties, LLC, a Colorado
limited liability company (herein called "Landlord").

         2.       PREMISES. Landlord does hereby lease to Tenant and Tenant
                  hereby leases from Landlord that certain office space (herein
                  called "Premises") indicated on Exhibit A attached hereto and
                  by reference thereto made a part hereof, said Premises being
                  agreed, for the purposes of this Lease, to have an area of
                  approximately 18,305 square feet (including a pro rata share
                  of the common areas in the Building) and being situated on the
                  SECOND (2nd) FLOOR of that certain building known as the
                  NORTHVIEW BUILDING ("Building"), 7007 Winchester Circle,
                  Boulder, Colorado 80301. The land on which is the Building is
                  located is legally described as Lot 2, Gunbarrel Technical
                  Center, Replat, County of Boulder, State of Colorado. The
                  Building, certain Common Facilities and the land on which the
                  Building is located are depicted on the site plan which is
                  attached to this Lease as Exhibit A-1 ("Site Plan"). Said
                  Lease is subject to the terms, covenants and conditions herein
                  set forth and the parties covenant as a material part of the
                  consideration for this Lease to keep and perform each and all
                  of said terms, covenants and conditions by it to be kept and
                  performed and that this Lease is made upon the condition of
                  said performance.

         3. TERM. The term of this Lease shall be for ten (10) years, four (4)
months. This Lease shall commence on the earlier of the following dates
("Commencement Date"): (i) the date the Tenant opens a substantial portion of
the Premises for the operation of the Tenant's business; or (ii) Ninetieth
(90th) day following Tenant's receipt of a building permit allowing it to begin
the Tenant Improvements, and shall end on the One hundred twenty fourth (124th )
month anniversary of the Commencement Date (i.e. ten years and four months after
the Commencement Date), unless sooner terminated in accordance with the
provisions of this Lease; provided, however, that if the Commencement Date is
not the first day of a calendar month, then the Lease term shall be increased by
the number of days between the Commencement Date and the first day of the first
complete calendar month in the Lease term. After the Commencement Date, at the
request of either party, the parties shall promptly execute and deliver a letter
agreement setting forth the Commencement Date and the date the Lease term will
expire. If Tenant has not received its building permit allowing it to begin the
Tenant Improvements on or before the date that is Ninety (90) days following the
date of execution of this Lease, then at any time thereafter but prior to
issuance of such building permit, Landlord shall have the right to, upon written
notice to Tenant, terminate this Lease.

         4.       POSSESSION.

                  Landlord shall deliver possession of the Premises to Tenant,
in order to commence with preparations for completion of the Tenant
Improvements, within ten (10) days of execution of this Lease, with such
possession being subject to the terms of this Lease. Subject to the agreement of
Landlord and Tenant on the final Plans as set forth in Section 32(b) hereof,
Tenant agrees to submit a complete application for a building permit to the
appropriate authorities within thirty (30) days of execution of this Lease, and
agrees that Tenant's obligation to pay rent shall commence upon the date the
Lease term commences.

         5.       RENT.

                  a. Tenant agrees to pay to Landlord as basic rental, without
prior notice or demand, the sum of twenty-two thousand four hundred ninety nine
AND 90/100 Dollars ($22,499.90), on or before the first day of the first full
calendar month of the term hereof and a like sum on or before the first day of
each and every successive calendar month thereafter during the term hereof,
except that the one month's rent shall be paid upon the execution hereof. Rent
for any period during the term hereof which is for less than one (1) month shall
be a per diem prorated portion of the monthly installment herein, based upon the
actual number of days in the month. Said rental shall be paid to Landlord,
without deduction or offset (except as otherwise authorized in this Lease) in
lawful money of the United States of America, which shall be legal tender at the
time of payment at 3434 47th Street #220, Boulder, Colorado 80301, or to such
other person or at such other place as Landlord may from time to time designate
in writing. However, basic rental excluding amortized tenant finish for months
one (1), two (2), three (3), and thirteen (13) shall be abated during the
primary term of the Lease.


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                  b.       On not less than 15 days prior notice, effective as
                           of the first day of the month following the end of a
                           Lease year Landlord may increase the basic rental
                           payable for the subsequent twelve (12) month period.
                           The increase shall be a fixed four percent (4.0%)
                           escalation per annum.

                  c. Notwithstanding any provision contained herein, the basic
monthly rental due under the terms hereof shall at no time be less than
twenty-two thousand four hundred ninety nine AND 90/100 Dollars ($22,499.90).

         6. SECURITY DEPOSIT. Tenant has deposited with Landlord, upon the
execution of this Lease, the sum of twenty-eight thousand three-hundred two AND
08/100 Dollars ($28,302.08) by check payable to the direct order of the
Landlord. Subject to the terms contained in this Section 6, Landlord also
requires a letter of credit in the amount of seventy-five thousand And 00/100
Dollars ($75,000.00) ("Letter of Credit"). Said sum shall be held by Landlord as
security for the faithful performance by Tenant of all the terms, covenants, and
conditions of this Lease to be kept and performed by Tenant during the term
hereof. If Tenant defaults with respect to any provision of this Lease,
including, but not limited to the provisions relating to the payment of Rent,
Landlord may (but shall not be required to) use, apply or retain all or any part
of this security deposit for the payment of any Rent or any other sum in
default, or for the payment of any amount which Landlord may spend or become
obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's
default. If any portion of said deposit is so used or applied, Tenant shall
within five (5) days after written demand therefor, deposit cash with Landlord
in an amount sufficient to restore the security deposit to its original amount
and Tenant's failure to do so shall be a material breach of this Lease. Landlord
shall not be required to keep this security deposit separate from its general
funds, and Tenant shall not be entitled to interest on such deposit. If Tenant
shall fully and faithfully perform every provision of this Lease to be performed
by it, the security deposit or any balance thereof shall be returned to Tenant
(or at Landlord's option, to the last assignee of Tenant's interest hereunder)
at the expiration or earlier termination of the Lease term. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer said
deposit to Landlord's successor in interest. The Letter of Credit shall be
reduced by one-half (or replaced by a Letter of Credit in the amount of
$37,500.00) at the end of the 24th month of the primary lease term and
eliminated entirely at the end of the 48th month of the primary lease term.
Despite the foregoing, if the money judgment entered against the Tenant in the
case filed in Boulder District Court, by J.P. Lipson (Case No. 99CV30), is
vacated by the trial court or on appeal, or on remand, the amount of the money
judgment is reduced to $2,500,000.00 or less by the trial court, or the judgment
is satisfied; then the Letter of Credit shall immediately be eliminated
entirely, provided, however, that if said judgement is subsequently reinstated
or increased to $2,500,000.00 or more for any reason whatsoever, then Tenant's
obligation to provide said Letter of Credit shall be automatically reinstated
and such Letter of Credit shall be delivered to Landlord within fifteen (15)
days of such reinstatement or increase. So long as Tenant is required to
maintain the Letter of Credit, the Letter of Credit shall be replaced at least
30 days prior to the expiration of the then current Letter of Credit.

         7. OPERATING EXPENSES. For the purposes of this Section, operating
expenses means all reasonable and necessary costs and expenses , paid or
incurred by Landlord in operating, managing, repairing, maintaining and
administering the building in a cost-effective manner, and on competitive terms
including, without limitation or duplication:

                  a. The cost of all insurance required to be kept by Landlord
pursuant to this Lease and any other insurance reasonably customarily procured
for other commercial buildings in the same geographical area as the Building and
which Landlord may reasonably elect to obtain with respect to the operation or
ownership of the Property and the part of any claim required to be paid under
the reasonable deductible portion of any insurance policies carried by Landlord
in connection with the Property (which deductible shall not exceed $20,000.00).


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                  b. The cost of reasonable and necessary general repairs,
maintenance and replacements, excluding capital expenditures, made from time to
time by Landlord to the Property, including costs under mechanical or other
maintenance contracts and repairs and replacements of equipment used solely in
connection with the Building and associated with such maintenance and repair
work.

                  c. The cost of pest control, security, cleaning and snow and
ice removal services.

                  d. The cost of maintaining, repairing, redecorating,
renovating, replacement of floor coverings of the Building's common areas, and
landscaping the Common Facilities, excluding capital expenditures, and of
maintaining and operating any fire detection, fire prevention, lighting and
communications systems, provided, however, that the cost of any such
redecorating and/or renovating shall not exceed one hundred twenty percent
(120%) of the cost of the initial decorating or improvement of the portion of
the common area(s) being redecorated or renovated, as the case may be.
Redecorating, renovating and replacement of floor coverings of common areas
shall be charged to operating expenses as provided in Subsection i. of this
Section. "Common Facilities" shall mean the areas of the Building and the lot or
other parcel on which the Building is located which are built for the common use
of the Building's occupants and are available for the common use of the
Building's occupants, including by way of example only: Building lobby,
elevators, common hallways, walkways and parking areas.

                  e. The cost of all utilities (including, without limitation,
water, sewer, gas and electricity) used or consumed in the common areas or
supplied to all tenants.

                  f. The cost of providing heating, ventilating and cooling to
the interior portions of the Building.

                  g. Remuneration (including wages; fringe benefits;, costs to
Landlord of workmen's compensation and disability insurance and payroll taxes)
and fees of persons and companies to the extent directly engaged in operating,
repairing, maintaining, or administering the Property. To the extent that any
individual does not work full-time at the Building, Landlord shall maintain
complete and accurate timesheets for each person and each company for whom
remuneration is to be paid pursuant to this Section.

                  h. The cost of professional property management fees, not to
exceed 6% of all of the basic rents paid by all of the tenants in the Building,
and costs incurred by Landlord or its agents in engaging accountants or other
consultants to assist in making the computations required hereunder.

                  i. The cost of capital improvements and structural repairs and
replacements made in, on or to the Property that are [i] made in order to
conform to changes subsequent to the Commencement Date in any applicable laws,
ordinances, rules, regulations or orders of any governmental or
quasi-governmental authority having jurisdiction over the Property, or [ii]
designed primarily to reduce Operating Expenses or the rate of increase in
Operating Expense, and such expenses shall be included only to the extent of the
savings realized, or [iii] redecoration, renovating and replacement of floor
coverings (so long as Landlord is in compliance with the requirements of
Subsection (d), above). To the extent that this Subsection (i) authorizes
Landlord to include capital expenditures in Operating Expenses, such costs shall
be charged by Landlord to Operating Expense in equal annual installments over
the useful life of such capital improvement or structural repair or replacement
as determined by generally accepted accounting principles consistently applied
together with interest on the balance of the unreimbursed cost at 2% above the
Prime Rate charged by Bank One, Colorado, N.A. in Boulder on the date the cost
was incurred by Landlord.

                  j. Real property taxes and assessments (collectively "Real
Estate Taxes"), gross receipts, taxes (whether assessed against the Landlord or
assessed against the Tenant and collected by the Landlord, or both). Tenant
shall not be responsible to pay any fines, late charges or penalties assessed
against Landlord as a result of Landlord's failure to timely pay such taxes and
assessments. Assessments which may be paid in installments shall be paid over
the maximum period of time permitted by law and only those installments which
are payable for the Lease term shall be included in Operating Expenses.
Assessments levied in connection with any governmental approvals of the
Building, the lot or subdivision in which the Building is situated, or with the
consent of the Landlord, or at the behest of the Landlord, shall not be included
within Operating Expenses.


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                  k. Other costs and expenses, including supplies, not otherwise
expressly excluded hereunder attributable to the operation, repair and
maintenance of the Property.

                  l. A reserve for replacement of heating, ventilating and
air-conditioning equipment, replacement of the roof, and parking lot at a rate
of fifty cents ($.50) per net rentable square foot per annum.

                  Operating Expenses shall not, however, include the following:

                  m. Any charge for depreciation of the Building or equipment
and any principal, interest or other finance charge, or any rent or lease
payments except any for any equipment temporarily required during any emergency
or breakdown.

                  n. The cost of any work, including painting, decorating and
work in the nature of tenant finish, which Landlord performs in any Rentable
Premises other than work which Landlord performs whenever required.

                  o. The cost of repairs, replacements or other work occasioned
by (i) casualty or (ii) defects in construction or equipment.

                  p. Expenditures required to be capitalized for federal income
tax purposes (except as provided in Section 7, Subsections d. and i.).

                  q. Leasing commissions, advertising expenses, attorneys' fees,
tenant improvement allowances and other costs incurred in leasing space in the
Building except as otherwise expressly provided in this Lease.

                  r. The cost of repairing or rebuilding necessitated by
condemnation.

                  s. The cost of any damage to the Property or any settlement,
payment or judgment incurred by Landlord, resulting from Landlord's tortious
act, neglect or breach of this Lease that is not covered by insurance proceeds.

                  t. Costs (including, without limitation, attorneys fees)
incurred by Landlord in attempting to collect rent or evict tenants (other than
Tenant) from the Building.

                  u. Costs, including, without limitation, any penalties, fines
and legal expenses incurred by Landlord or any other tenant in the Building as a
result of a violation of any federal, state or local law, code or regulation.

                  v. Costs of land acquisition; expenses incurred on behalf of
any individual tenant; costs resulting from the act, neglect, fault or omission
of Landlord, legal, auditing, accounting or consulting fees except to the extent
related to the operation, maintenance, repair and replacement of the Building;
administrative fees except for the management fee specifically authorized above;
repairs or replacements covered or required to be covered by the insurance
Landlord is required to maintain or which Landlord does maintain; registration
fees, travel fees and other expenses incurred by Landlord's employees and agents
not directly related to the operation, maintenance, repair and replacement of
the Building; costs and expenses related to any art or other aesthetic amenity
hereafter acquired which exceed ten cents ($0.10) per square foot per year
(provided that with respect to costs and expenses which are included as an
Operating Expense for Tenant, the Tenant's responsibility for payment of such
costs and expenses shall be contingent upon Tenant's approval of such art or
aesthetic amenity which approval shall not be unreasonably withheld, delayed or
conditioned); advertising, promotional, or membership costs, fees or dues; costs
and expenses related to hazardous materials, hazardous substances or
contamination (provided, however, that up to ten cents ($0.10) per square foot
per year for hazardous materials monitoring expenses shall be included as
Operating Expenses); costs and expenses incurred in connection with the initial
construction or design of the Building, any expansion of the Building, or the
construction of additional buildings, structures or improvements on any part of
the land on which the Building is located or any adjacent land; any amounts paid
to persons or entities related to Landlord or any of its principals or
affiliates in excess of the fair market value of services or materials provided
in exchange therefore; costs and expenses incurred in advertising or promoting
the Building or any other property for any purpose, including (without
limitation) sale of the Building, or incurred with respect to tenants; rental or
other expenses incurred in leasing air conditioning systems, elevators or other
items typically purchased and affixed to the Building in connection with the
ownership and management of a commercial office building, except for temporary
equipment during emergencies or breakdowns; costs and expenses incurred with
respect to any real estate other than the Building and Common Facilities;


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                  During the Term of this lease (and any renewal term hereunder)
during which the Building is less than 100% leased, then Tenant shall pay
53.3347% of Operating Expenses paid or incurred by the Landlord for the
operation or maintenance of the Building of which the Premises are a part,
except for the cost of utilities for the Building (referred to herein as
"Utilities Costs"). This percentage is calculated as Tenant's pro-rata share of
such Operating Expenses based upon the assumption of a 95% occupancy rate and a
total net rentable area of 36,127 square feet. During any period of time in
which the Building is less than 100% leased, then Tenant shall, in addition to
paying the percentage of Operating Expenses for the Building set forth above,
pay its pro rata share (which shall be calculated by dividing the number of
square feet leased by Tenant pursuant to this Lease by the total number of
leased square feet leased by all tenants in the Building at such time) of
Utilities Costs, provided, however, that during any such time, Landlord agrees
to pay its proportionate share of costs associated with utility usage in: (i)
unleased office space in the Building which are not attributable to Tenant or
another tenant in physical occupancy in the Building, e.g. utilities costs
associated with construction activities in an unleased portion of the Building
or (ii) construction activities in any portion of the Building leased but which
has not been physically occupied by the tenant under the applicable lease.
Notwithstanding the foregoing, during any time that the Building is 100% leased,
then the Tenant's pro rata share shall be 50.6885% of all Operating Expenses
paid or incurred by the Landlord for the operation and maintenance of the
Building of which the Premises are a part. If the Building or the total net
rentable area is changed, Tenant's pro rata share of the Operating Expenses
shall be adjusted proportionately. Upon commencement of this Lease, Landlord
shall give Tenant a statement of the amount of Operating Expenses payable by
Tenant with each payment of rent, which shall be based upon a best estimate of
such expenses if no record of actual expenses for the prior year are available.
Landlord shall give to Tenant on or before the first day of March of each year
thereafter an itemized statement of the prior year's Operating Expenses payable
by Tenant hereunder and advise Tenant of any increase in Operating Expenses, but
failure by Landlord to give such statement by said date shall not constitute a
waiver by Landlord of its right to require an increase in Operating Expenses.
The total amount of actual Operating Expenses for the prior year shall be used
as an estimate for current year and this amount shall be divided into twelve
(12) equal monthly installments, and Tenant shall pay to Landlord, concurrently
with the regular monthly rent payment next due following 20 days after the
Tenant's receipt of such statement, an amount equal to one (1) monthly
installment multiplied by the number of months from January in the calendar year
in which said statement is submitted to the month of such payment, less the
aggregate amount of all installments previously paid by Tenant with respect to
Operating Expenses for such calendar year and any overpayment made by Tenant
with respect to the previous calendar year. Subsequent installments shall be
payable concurrently with the regular monthly rent payments for the balance of
that calendar year and shall continue until the next year's statement is
rendered. If actual Operating Expenses are more or less than estimated, then not
less than 20 days after receipt of a statement from Landlord, Tenant shall pay a
lump sum equal to such total increase with the next regular monthly rent payment
or receive a credit against said rent payment. Tenant or its representative
shall have the right to inspect, copy and audit Landlord's books and records
relating to the Operating Expenses during normal business hours. If any
inspection or audit discloses that Tenant has overpaid its pro rata share of
Operating Expenses for any calendar year, Landlord shall refund the overpayment
within 20 days after Landlord has been given notice of the overpayment and a
copy of the inspection or audit report. If the Landlord requested that Tenant
pay more than 105.00% of the Tenant's actual pro rata share of Operating
Expenses for any calendar year, Landlord shall reimburse the Tenant for all
reasonable costs and expenses incurred in connection with the inspection or
audit of Landlord's books and records. Landlord shall maintain accurate and
complete books and records of all Operating Expenses, in accordance with
generally accepted accounting principles consistently applied.


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                  Even though the term has expired and Tenant has vacated the
Premises, when the final determination is made of Tenant's share of Operating
Expenses for the year in which this Lease terminates, Tenant shall immediately
pay any increase due over the estimated expenses paid and, conversely, any
overpayment made in the event said expenses decrease shall be immediately
rebated by Landlord to Tenant.

         8. USE. Tenant shall use the Premises for administrative offices, and
related storage and shall not use or permit the Premises to be used for any
other purpose without the prior written consent of Landlord, which shall not be
unreasonably withheld, delayed or conditioned.

                  Tenant shall not do or permit anything to be done in or about
the Premises nor bring or keep anything therein which will in any way increase
the existing rate or affect any fire or other insurance upon the Building or any
of its contents, or cause cancellation of any insurance policy covering said
Building or any part thereof or any of its contents. Landlord represents and
warrants that the Tenant's use of the Premises in accordance with this Lease
shall not result in any breach of Tenant's obligations under the preceding
sentence. Tenant shall not do or permit anything to be done in or about the
Premises which will, in any material way, obstruct or interfere with the rights
of other tenants or occupants of the Building or injure or unreasonably annoy
them or use or allow the Premises to be used for any improper or unlawful
purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about
the Premises. Landlord acknowledges that Tenant, its subsidiaries and affiliates
are engaged in the promotion, offering, distribution and sale of adult
entertainment and goods, which some reasonable people might find objectionable
or morally reprehensible, and so long as Tenant's business is conducted and
maintained within the confines of the Premises, this Lease authorizes the use of
the Premises for such purposes, provided, however, that Tenant agrees to use its
diligent efforts to prevent any adult entertainment items or materials which may
tend to offend or annoy reasonable persons from being readliy visible to persons
passing outside of the Premises (i.e. through a window or open door). Tenant
shall not commit or suffer to be committed any waste in or upon the Premises.

         9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit
anything to be done in or about the Premises which will violate any applicable
law, statute, ordinance or governmental rule or regulation now in force or which
may hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements now in force or which may hereafter be in
force, and with the requirements of any board of fire insurance underwriters or
other similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises, excluding the structural or system
(eg. sprinkler, fire alarm) changes: (i) not required as a result of any
Tenant's improvements or Tenant's specific use or method of operation and/or
(ii) which would be required of an office in the Building generally. A judgment
against Tenant, whether the Landlord be a party thereto or not, that Tenant has
violated any law, statute, ordinance or governmental rule, regulation or
requirement, shall be conclusive of that fact as between the Landlord and
Tenant.

         10. ALTERATIONS AND ADDITIONS. During any 180 day period during the
Term of this Lease, Tenant may make up to Five thousand dollars ($5,000) in
non-structural alterations, additions or improvements to the Premises without
Landlord's consent. Except as specifically permitted in the preceding sentence,
Tenant shall not make or suffer to be made any alterations, additions or
improvements to or of the Premises or any part thereof without the written
consent of Landlord first had and obtained, which will not be unreasonably
withheld, conditioned or delayed. Any alterations, additions or improvements to
or of said Premises, including, but not limited to, wall covering, paneling and
built-in cabinet work, but excepting movable furniture and trade fixtures,
shall, on the expiration of the term, become a part of the realty and belong to
the Landlord and shall be surrendered with the Premises. In the event Landlord
consents to the making of any alterations, additions or improvements to the
Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and
expense, and any contractor or person selected by Tenant to make the same, must
first be approved of in writing by the Landlord, which will not be unreasonably
withheld, conditioned or delayed. Upon the expiration or earlier termination of
the term hereof, Tenant shall, upon the written demand by the Landlord, at
Tenant's sole cost and expense, forthwith and with all due diligence, remove any
alterations, additions, or improvements which have been made by the Tenant and
which are designated by the Landlord to be removed, and repair any damage to the
Premises caused by such removal. Additionally, Landlord may elect to have Tenant
remove such alterations, additions and improvements as may be required to
restore Tenant's Premises to a condition suitable for multi-tenant occupancy
(referred to herein as "Common Core Restoration"). If Landlord, in its
discretion, elects to complete such Common Core Restoration, then Tenant shall
be responsible for the cost of the Common Core Restoration up to $17,500.00. In
other words, Tenant shall be responsible for the cost of removal and repair
related to any alterations, additions, or improvements which have been made by
Tenant and which are designated by Landlord to be removed , except that Tenant's
responsibility for payment of costs related to the Common Core Restoration shall
be limited to the lesser of (a) the cost of the Common Core Restoration; or (b)
$17,500.00. Landlord shall give Tenant notice on or before the expiration or
termination of this Lease of its decision to complete the Common Core
Restoration. Tenant shall also be responsible for the removal of any
telecommunications and data cabling as requested by Landlord. Landlord and
Tenant agree to perform a walk-through of the Premises not less than thirty (30)
days prior to the expiration of the term hereof (or within a reasonable time
prior to Tenant's vacancy of the Premises if this Lease is otherwise terminated
prior to the expiration of the term) for the purpose of determining what
alterations, additions and improvements (and telecommunications and data
cabling) which have been made or installed by The Tenant shall be removed upon
expiration or early termination of the term of this Lease.


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         11. REPAIRS.

                  a. By taking possession of the Premises, Tenant shall be
deemed to have accepted the Premises as being in good, sanitary order, condition
and repair (subject to Tenant's rights set forth in Section 32(d)). Tenant
shall, at Tenant's sole cost and expense, keep the interior of Premises and
every part thereof in good condition and repair, except for: (i) any structural
maintenance, repair or replacement; (ii) any portion of any system (eg. HVAC)
serving any premises in addition to or other than the Premises; (iii) any
portion of any system located within exterior walls or slabs (except to the
extent that such systems were installed by Tenant); (iv) damage thereto from
causes beyond the reasonable control of Tenant; (v) damages from any casualty
which Landlord is required to insure against or which Landlord does insure
against; (vi) ordinary wear and tear; and (vii) any janitorial or pest control
services which Landlord is obligated to provide. Tenant shall, upon the
expiration or sooner termination of this Lease hereof, surrender the Premises
which Tenant is obligated to maintain and repair, to the Landlord in good
condition, except for: (i) any janitorial or pest control services which
Landlord is obligated to provide; (ii) ordinary wear and tear; (iii) damage from
causes beyond the reasonable control of Tenant; and (iv) damages from any
casualty which Landlord is required to insure against or which Landlord does
insure against excepted. Except as specifically provided in an addendum, if any,
to this Lease, Landlord shall have no obligation whatsoever to alter, remodel,
improve, decorate or paint the Premises or any part thereof, and the parties
hereto affirm that Landlord has made no representations to Tenant respecting the
condition of the Premises or the Building except as specifically herein set
forth.

                  b. Landlord shall cause the Building and the Common Facilities
to be operated, maintained, repaired and replaced in first class condition.
Landlord shall repair, replace and maintain the structural portions of the
Building, including the roof, plumbing, air conditioning, heating, and
electrical and sprinkler systems installed or furnished by Landlord, and all
portion of the Building and the Premises which Tenant is not obligated to
maintain and repair, except to the extent that such maintenance and repairs are:
(i) caused by the breach of the Tenant's obligations under this Lease or the
act, neglect, fault or omission of any duty by the Tenant, its agents, servants,
employees or invitees; and (ii) are not covered by any insurance which Landlord
is required to maintain or by any insurance which Landlord does maintain, in
which case Tenant shall pay to Landlord the reasonable cost of such maintenance
and repairs. The cost of all such repairs borne by the Landlord shall be
included in Operating Expenses to the extent provided in Section 7 hereof.
Landlord shall not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
period of time (Landlord must complete such maintenance or repairs prior to the
expiration of the applicable grace period. If, for any reason, Landlord is
unable to complete such maintenance or repairs within the applicable grace
period, then Landlord shall notify Tenant in writing of such situation prior to
the expiration of the applicable grace period) after the date Landlord has been
given notice of the need for such repairs or maintenance. Except as specifically
authorized by this Lease,, there shall be no abatement of Rent and no liability
of Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or in or to fixtures, appurtenances and
equipment therein. In the event of an actual or apparent emergency, or
Landlord's breach of any of Landlord's maintenance, repair or replacement
obligations which is not cured within any applicable grace period, Tenant shall
have the right but not the obligation to make any repairs or replacements and
perform any maintenance at Landlord's expense and present an invoice for the
actual cost of such repairs or replacements to Landlord, which sum shall be
remitted within twenty (20) days of receipt of such invoice. Subject to
Landlord's right to contest said invoice in good faith, if Tenant is not paid in
full within 20 days after Landlord is invoiced, then the Tenant shall have the
right to offset the amount invoiced against the rent and any other charges
payable under this Lease (collectively "Rent") until Tenant is reimbursed in
full. For the purposes of this Lease an actual or apparent emergency means
circumstances in which or in which it appears that unless immediate action is
taken, there will be significant damage to property or significant interference
with the Tenant's authorized use of the Premises, Building or Common Facilities,
or any risk of injury to person.


                                       7
<PAGE>

         12. LIENS. Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant. In the event that Tenant
elects to complete improvements, additions or alterations to the Premises, the
estimated cost of which exceeds Fifty Thousand Dollars ($50,000), then Landlord
may require, at Landlord's sole option, that Tenant shall provide to Landlord,
at Tenant's sole cost and expense, a lien and completion bond or other security
reasonably acceptable to Landlord in an amount equal to one and one-half (1-1/2)
times any and all estimated cost of improvements, additions, or alterations to
be made by the Tenant in the Premises, to insure Landlord against any liability
for mechanics' and materialmen's liens and to insure completion of the work.

         13. ASSIGNMENT AND SUBLETTING. Except as expressly provided below,
Tenant shall not either voluntarily or by operation of law, assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any interest therein,
and shall not sublet the said Premises or any part thereof, or any right or
privilege appurtenant thereto, or suffer any other person (the employees,
agents, servants and invitees of Tenant excepted) to occupy or use the said
Premises, or any portion thereof, without the written consent of Landlord first
had and obtained, which consent shall not be unreasonably withheld, conditioned
or delayed, and a consent to one assignment, subletting, occupation or use by
any other person shall not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by another person. Any such assignment
or subletting without such consent shall be void, and shall, at the option of
the Landlord, constitute a default under this Lease. Tenant may, upon written
notice to Landlord, but without the consent of Landlord, (i) transfer (by
assignment or sublease, in whole or in part) this Lease to any parent or
affiliate of Tenant or to a wholly owned subsidiary of Tenant, or (ii) transfer
(by assignment or sublease, in whole or in part) this Lease to any person or
entity acquiring, by asset or stock purchase, merger, consolidation,
reorganization or liquidation, all or substantially all of Tenant's assets or
voting stock, provided that such person or entity assumes in writing the
obligations of Tenant under this Lease.

                  50.00 percent (50.00%) of any rent or other consideration
realized by Tenant under any such assignment, subletting or occupancy in excess
of the Basic Rental and other sums payable hereunder, after amortization of the
reasonable costs incurred by Tenant for leasing commissions, leasehold
improvements and other expenses in connection with such assignment, subletting
or occupancy, at the time incurred over the term of such assignment, subletting
or occupancy, shall be paid to Landlord by Tenant when collected by Tenant. Any
consideration paid in connection with any sale or other transfer of Tenant's
business or assets shall not be shared with Landlord. Landlord may charge a
reasonable fee not to exceed $1,000 as part of its consent to any assignment,
sublease, or encumbrance.

14.   HOLD HARMLESS.

      14.01 Tenant shall indemnify and hold harmless Landlord against and from
            any and all claims arising from Tenant's use of the Premises for the
            conduct of its business or from any activity, work, or other thing
            done, permitted or suffered by the Tenant in or about the Building,
            and shall further indemnify and hold harmless Landlord against and
            from any and all claims arising from any breach or default in the
            performance of any obligation on Tenant's part to be performed under
            the terms of this Lease, or arising from any act or negligence of
            the Tenant, or any officer, agent, employee, guest, or invitee of
            Tenant, and from all and against all costs,


                                       8
<PAGE>


            reasonable attorneys' fees, expenses and liabilities incurred in or
            about any such claim or any action or proceeding brought thereon,
            and, in any case, action or proceeding be brought against Landlord
            by reason of any such claim, Tenant, upon notice from Landlord shall
            defend the same at Tenant's expense. Landlord shall immediately give
            Tenant notice of such claim, and shall cooperate with the Tenant in
            all reasonable respects. Tenant, as a material part of the
            consideration to Landlord, hereby assumes all risk of damage to
            property or injury to persons in, upon or about the Premises, from
            any cause other than Landlord's negligence or willful acts. Landlord
            or its agents shall not be liable for any damage to property
            entrusted to employees of the Building, nor for loss or damage to
            any property by theft or otherwise, nor for any injury to or damage
            to property resulting from fire, explosion, falling plaster, steam,
            gas, electricity, water or rain which may leak from any part of the
            Building or from the pipes, appliances or plumbing works therein or
            from the roof, street or subsurface or from any other place
            resulting from dampness or any other cause whatsoever, unless caused
            by or due to the negligence of Landlord, its agents, servants or
            employees, or any default in the fulfillment of the Landlord's
            obligations under this Lease. Landlord or its agents shall not be
            liable for interference with the light or other incorporeal
            hereditament, loss of business by Tenant, nor shall Landlord be
            liable for any latent defects in the Premises or in the Building
            (subject to Tenant's rights as set forth in Section 32(d) of this
            Lease). Tenant shall give prompt notice to Landlord in case of fire
            or accidents in the Premises or in the Building or of defects
            therein or in the fixtures or equipment which Tenant has actual
            knowledge of.

      14.02 Subject to the waiver of subrogation contained in Section 15, to the
            extent Tenant is not covered by Landlord's and Tenant's insurance,
            Landlord shall, and hereby agrees to, indemnify and hold Tenant
            harmless from any damages, costs and expenses (including reasonable
            attorneys' fees) in connection with loss of life, bodily or personal
            injury or property damage arising from any occurrence in the Common
            Areas of the Building or the land on which the Building is located,
            except to the extent of the acts or omissions of Tenant.

         15. SUBROGATION. Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other for any loss which would be
covered by "special form" casualty insurance policies, regardless of whether the
parties obtain such coverage. Each party shall obtain any special endorsements,
if required by their insurer to evidence compliance with the aforementioned
waiver.

         16. LIABILITY INSURANCE.

16.1 Tenant shall, at Tenant's expense, obtain and keep in force during the term
of this Lease a policy of comprehensive public liability insurance or commercial
general liability insurance with limits not less than $2,000,000, combined
single limit, insuring Landlord and Tenant against any liability arising out of
the ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto, as their interests may appear. Said insurance policy shall
contain an deductible portion not to exceed Five Thousand and no/100ths Dollars
($5,000). The limit of said insurance shall not, however, limit the liability of
the Tenant hereunder. Tenant may carry said insurance under a blanket policy,
providing, however, said insurance by Tenant shall have a Landlord's protective
liability endorsement attached thereto. Tenant may provide any portion of such
coverage under an "excess liability" or "umbrella policy." If Tenant shall fail
to procure and maintain said insurance, Landlord may, but shall not be required
to, procure and maintain same, but at the expense of Tenant after notifying
Tenant and allowing ten (10) business days. Tenant shall deliver to Landlord
prior to occupancy of the Premises certificates evidencing the existence and
amounts of such insurance with named insured as their interests may appear. No
policy shall be cancelable or subject to reduction of coverage except after
thirty (30) days' prior written notice to Landlord.

16.2 Landlord shall, at Landlord's expense, obtain and keep in force during the
term of this Lease a policy of comprehensive public liability insurance or
commercial general liability insurance with limits not less than $2,000,000,
combined single limit, insuring Landlord and Tenant against any liability
arising out of the ownership, use, occupancy or maintenance of the Building and
all areas appurtenant thereto, as their interests may appear. The limit of said
insurance shall not, however, limit the liability of the Landlord hereunder.
Landlord may carry said insurance under a blanket policy, providing, however,
said insurance by Landlord shall have a Tenant's protective liability
endorsement attached thereto. Landlord may provide any portion of such coverage
under an "excess liability" or "umbrella policy." If Landlord shall fail to
procure and maintain said insurance, Tenant may, but shall not be required to,
procure and maintain same, but at the expense of Landlord after notifying
Landlord and allowing ten (10) business days. Landlord shall deliver to Tenant
prior to occupancy of the Premises certificates evidencing the existence and
amounts of such insurance with named insured as their interests may appear. No
policy shall be cancelable or subject to reduction of coverage except after
thirty (30) days' prior written notice to Tenant.


                                       9
<PAGE>

16.3. In addition, if either party fails to obtain liability insurance policies
on an "occurrence basis" such party shall obtain extension policies commonly
referred to as "tail" policies at least thirty (30) days prior to the expiration
of any policy which will not be renewed. All extension policies (x) shall
include coverage for all claims made after the date, of the policy not renewed,
regardless of the date such claims are made; and (y) shall have limits equal to
or greater than the policies which are not being renewed. All liability policies
shall specifically: (i) insure performance of the agreement of the party
procuring the policy, to indemnify as, set forth in Section 14 of this Lease, as
it relates to liability for injury to or death of persons and damage to
property; and (ii) provide that although the other party is named as an insured,
it shall nevertheless be entitled to recover under the policy for any loss
suffered as a result of the acts or omissions of the party procuring the
insurance policy.

16.4. All insurance which parties are obligated to maintain under any provision
of this Lease, shall be issued by insurance companies authorized to do business
in the jurisdiction in which the Premises is located, which have a "Best's
Letter Rating" of not less than "A" ("Excellent"), with no adverse "Rating
Modifier," and a "Financial Size Category" of not less than "Class VIII" (or
their then current equivalents) in the most current "Best's Key Rating Guide" or
the equivalent in a substitute or successor publication selected by Landlord.
All insurance policies shall be written as primary policy coverage, not
contributing with, or in excess of any coverage carried by the other party or
another.

         17. SERVICES AND UTILITIES. Landlord agrees to furnish to the Premises
during all hours and on all days, electricity for normal lighting and fractional
horsepower office machines, heat and air conditioning, water and sanitary sewer
service required for the comfortable use and occupation of the Premises.
Landlord shall also maintain and keep lighted the common stairs, common entries
and toilet rooms in the Building of which the Premises are a part. Landlord
shall not be liable for, and Tenant shall not be entitled to any reduction of
rental by reason of Landlord's failure to furnish any of the foregoing when such
failure is caused by accident, breakage, repairs, strikes, lockouts or other
labor disturbances or labor disputes of any character, or by any other cause,
similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall
not be liable under any circumstances for a loss or injury to property, however
occurring, through or in connection with or incidental to failure to furnish any
of the foregoing, except as to Landlord's negligence or tortious acts; provided,
however, that if the Tenant cannot reasonably use the Premises for the operation
of Tenant's authorized business all Rent shall abate until the Premises is
reasonably suitable for the operation of Tenant's authorized business. Wherever
heat generating machines or equipment are used in the Premises which
extraordinarily affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the reasonable cost thereof, including
the cost of installation, and the cost of operation and maintenance thereof
shall be paid by Tenant to Landlord upon demand by Landlord.

                  Tenant will not, without written consent of Landlord, use any
apparatus or device in the Premises, including, but without limitation thereto,
electronic data processing machines, punch card machines, and machines using in
excess of 220 volts, which will in any extraordinary way increase the amount of
electricity usually furnished or supplied for the use of the Premises as general
office space; nor connect with electric current except through electrical
outlets in the Premises, any apparatus or device, for the purpose of using
electric current. If Tenant shall require water or electric current
extraordinarily in excess of that usually furnished or supplied for the use of
the Premises as general office space, Tenant shall first procure the written
consent of Landlord, which Landlord shall not unreasonably refuse, to the use
thereof and Landlord may cause a water meter or electrical current meter to be
installed in the Premises, so as to measure the amount of water and electric
current consumed for any such use. The reasonable cost of any such meters and of
installation, maintenance and repair thereof shall be paid for by the Tenant and
Tenant agrees to pay to Landlord promptly within 20 days after demand therefor
by Landlord for the extraordinary portion of all such water and electric current
consumed as shown by said meters at the rates charged for such services by the
local public utility furnishing the same, plus any additional expense incurred
in keeping account of the water and electric current so consumed. If a separate
meter is not installed, such excess cost for such water and electric current
will be established by an estimate made by a utility company or electrical
engineer and it is agreed that the cost of hiring such person and obtaining such
estimate shall be shared equally by Landlord and Tenant.


                                       10
<PAGE>

         18. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
delinquency, any and all taxes levied or assessed and which become payable
during the term hereof upon all Tenant's leasehold improvements, equipment,
furniture, fixtures and personal property located in the Premises; except that
which has been paid for by Landlord, and is the standard of the Building. In the
event any or all of Tenant's leasehold improvements, equipment, furniture,
fixtures and personal property shall be assessed and taxed with the Building,
Tenant shall pay to Landlord its share of such taxes within thirty (30) days
after receipt by Tenant from Landlord of a statement in writing setting forth
the amount of such taxes applicable to Tenant's property which statement shall
include a copy of the tax bill.

         19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the non-discriminatory and even-handedly enforced rules and regulations
that Landlord shall, from time to time, promulgate for the use of the Premises
and the Common Facilities which are not contrary to any provision of this Lease
and do collectively not impose any significant limitation on the Tenant's use of
the Premises and the Common Facilities as set forth in this Lease and the rules
and regulations which are attached to this Lease as Exhibit B and do not
collectively impose any obligation on the part of Tenant to incur material out
of pocket expense not imposed by this Lease and the rules and regulations
attached to this Lease as Exhibit B. Landlord reserves the right, from time to
time, to make all reasonable modifications to said rules. The additions and
modifications to those rules shall be binding upon Tenant 20 days after delivery
of a copy of them to Tenant. Landlord shall not be responsible to Tenant for the
nonperformance of any said rules by any other tenants or occupants. A copy of
the current rules and regulations are attached hereto as Exhibit B.

         20. HOLDING OVER. If Tenant remains in possession of the Premises or
any part after the expiration of the term hereof, without the express written
consent of Landlord, such occupancy shall be a tenancy from month-to-month at a
rental in the amount of one and one-half times the last monthly rental, plus all
other charges payable hereunder, and upon all the terms hereof applicable to a
month-to-month tenancy.

         21. ENTRY BY LANDLORD. Landlord reserves, and shall during normal
business hours upon reasonable written notice to Tenant and subject to Tenant's
security requirements, as herein defined, the right to enter the Premises,
inspect the same, supply janitorial service and any other service to be provided
by Landlord to Tenant hereunder, to submit said Premises to prospective
purchasers or during the last six months of the term to prospective tenants, to
post notices of non-responsibility, and to alter, improve or repair the Premises
and any portion of the Building of which the Premises are a part that Landlord
may reasonably deem necessary or desirable; provided, however, that: (i) to the
extent any entry upon the Premises materially interferes with the conduct of
Tenant's business and Tenant's use of the Premises for the purposes authorized
by this Lease, the Rent shall be equitably abated, and (ii) Landlord shall take
all steps reasonably required to minimize interference with Tenant's use of the
Premises, including without limitation intended, and by way of example only,
whenever feasible, by performing work outside of normal business hours. In
connection with any work to be performed by Landlord under this Lease, Landlord
may erect scaffolding and other necessary structures where reasonably required
by the character of the work to be performed, always providing that the entrance
to the Premises shall not be blocked thereby. Except for such abatement of Rent,
Tenant hereby waives any claim for damages or for any injury or inconvenience to
or interference with Tenant's business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby unless caused by
negligence or tortious acts of Landlord or Landlord's breach of its obligations
under this Section. For each of the aforesaid purposes, Landlord shall, at all
times, have and retain a key with which to unlock all of the doors in, upon and
about the Premises, excluding Tenant's vaults, safes and files and locked
interior rooms, and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency, in order to obtain
entry to the Premises without liability to Tenant except for the damage
resulting from the entry and any failure to exercise due care for Tenant's
property. Any such entry to the Premises obtained by Landlord by any of said
means, or otherwise shall not, under any circumstances, be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the Premises or any portion thereof.


                                       11
<PAGE>

         22. RECONSTRUCTION. In the event the Premises, or the Building of which
the Premises are a part, are damaged by fire or other perils covered by "special
form" casualty insurance, Landlord agrees to forthwith repair the same to
substantially the same condition as existed immediately prior to such damage;
and this Lease shall remain in full force and effect, except that the Tenant
shall be entitled to an equitable reduction of the Rent while such repairs are
being made. Such proportionate reduction to be based upon the extent to which
the damage and the making of such repairs shall materially interfere with the
business carried on by the Tenant in the Premises. If the damage is due to the
fault or neglect of Tenant or its employees, there shall be no abatement of rent
unless the damage is covered by "special form" casualty insurance. If the
restoration of the Premises or the Building is not likely to be completed, or is
not completed, within 180 days after the date of the casualty, the Tenant shall
have the right to terminate this Lease without liability. Landlord shall give
Tenant at least 30 days prior notice of the date when the Premises would be
restored and delivered to Tenant. During any period of rent abatement or
reduction as described in this Section 22, it is agreed and understood that such
rent abatement or reduction shall commence on the date which the Premises or
portion thereof are subjected to such damage or casualty and continue until the
later of (a) the date that is thirty (30) days after the date that Landlord
provides notice to Tenant of the repair and restoration of the Premises or (b)
the date on which the Premises are restored and possession of such is delivered
to Tenant.

                  In the event the Premises or the Building of which the
Premises are a part are damaged as a result of any cause other than the perils
covered by fire and extended coverage insurance, then Landlord shall forthwith
repair the same within one hundred and fifty (150) days of casualty, provided
the extent of the destruction be less than ten percent (10%) of the then full
replacement cost of the Premises or the Building of which the Premises are a
part. In the event the destruction of the Premises or the Building is to an
extent greater than ten percent (10%) of the full replacement cost, then
Landlord shall have the option: (1) to repair or restore such damage, this Lease
continuing in full force and effect, but the rent to be proportionately reduced
as hereinabove in this Section provided; or (2) give notice to Tenant at any
time within thirty (30) days after such damage terminating this Lease as of the
date specified in such notice, which date shall be no less than thirty (30) and
no more than sixty (60) days after the giving of such notice. In the event of
giving such notice, this Lease shall expire and all interest of the Tenant in
the Premises shall terminate on the date so specified in such notice and the
Rent, reduced by a proportionate amount, based upon the extent, if any, to which
such damage materially interfered with the business carried on by the Tenant in
the Premises, shall be paid up to date of said such termination. Notwithstanding
anything to the contrary contained in this Section, Landlord shall not have any
obligation whatsoever to repair, reconstruct or restore the Premises when the
damage resulting from any casualty covered under this Section occurs during the
last twelve (12) months of the term of this Lease or any extension thereof and
in the event of such casualty during the last twelve (12) months of the term of
this Lease either Landlord or Tenant shall have the right to terminate this
Lease by giving written notice to the other party within thirty (30) days of
such casualty; provided, however, that if there is an unexercised renewal term
of the Lease remaining, Tenant shall have the right to exercise such term by
giving Landlord notice thereof within 30 days after the date Landlord gives
Tenant notice of termination, in which event Landlord's notice of termination
shall be a nullity

                  Landlord shall not be required to repair any injury or damage
by fire or other casualty, or to make any repairs or replacements of any panels,
decoration, office fixtures, railings, floor coverings, partitions, or any other
property installed in the Premises by Tenant unless covered by Landlord's
insurance as part of the Building.

                  Except for the abatements of Rent provided for in this Lease,
The Tenant shall not be entitled to any compensation or damages from Landlord
for loss of the use of the whole or any part of the Premises, or Tenant's
personal property, unless caused by Landlord, or, subject to Section 21, any
compensation or damages for inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.

Landlord shall throughout the Lease term maintain "special form" casualty
insurance coverage for the Building and all related insurable improvements, for
their full replacement cost, with an agreed value endorsement.


                                       12
<PAGE>


The term "special form" insurance coverage as used in this Lease may exclude the
perils of "flood," "earthquake," and "law and ordinance" for the Building and
all related insurable improvements, for their full replacement cost, with an
agreed value endorsement.

         23. DEFAULT. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease:

                  a. The vacating or abandonment of the Premises by Tenant,
without payment of Rent, where such failure shall continue for a period of ten
(10) days after written notice thereof by Landlord to Tenant.

                  b. The failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder, as and when due, where
such failure shall continue for a period of ten (10) days after written notice
thereof by Landlord to Tenant.

                  c. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
the Tenant, other than described in Section 23.b above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant; provided, however, that if the nature of Tenant's default is
such that more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant takes steps to commence
such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion.

                  d. The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against Tenant of
a petition to have Tenant adjudged a bankrupt, or a petition of reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within 90 days); or the
appointment of a trustee or a receiver to take possession of substantially all
of Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within 90 days; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged in 90 days.

                  e. If Landlord is in default in the performance of any
obligation under this Lease on the part of Landlord to be performed and such
default continues for a period of thirty (30) days after Tenant's written notice
to Landlord specifying the nature of the default then Tenant may exercise any
right or remedy it may possess at law or equity, which is not otherwise waived
in this Lease. If the default set forth in Tenant's notice cannot reasonably be
cured within thirty (30) days, then Landlord shall not be deemed to be in
default if (i) Landlord notifies Tenant in writing that it will cure the
default, (ii) commences to cure the default within such thirty (30)-day period,
and (iii) proceeds diligently and in good faith thereafter to cure such default
and does cure such default within a reasonable time.

         24. REMEDIES IN DEFAULT. In the event of any such default or breach by
Tenant which continues uncured after the expiration of any applicable grace
period, Landlord may at any time thereafter, with notice or demand (which notice
requirement may be satisfied by the provision of notice of default from Landlord
to Tenant as set forth in Section 23, above, but only if such notice includes a
statement notifying Tenant that failure to cure such default within the
applicable grace period will result the exercise of one of Landlord's remedies
in default as set forth below), and without limiting Landlord in the exercise of
a right or remedy which Landlord may have by reason of such default or breach:

                  a. Terminate Tenant's right to possession of the Premises by
any lawful and peaceful means, in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord. In
such event Landlord shall be entitled to recover from Tenant all damages
incurred by Landlord by reason of Tenant's default including, but not limited
to, the cost of recovering possession of the Premises; expenses of reletting,
including necessary and reasonable expenses incurred in connection with
renovation and alteration of the Premises, reasonable attorneys' fees, any real
estate commission actually paid (which shall be limited to (a) the real estate
commission due under the remaining term of the Lease and (b) real estate
commission due in connection with reletting the Premises, provided, however,
that Tenant shall only be responsible for item (a) until such time as the
Premises are re-let and thereafter shall be responsible for item (b) for the
time which would have encompassed the remaining term of this Lease, if it had
remained in effect); the worth at the time of award by the court having
jurisdiction thereof of the amount by which the unpaid Rent for the balance of
the term after the time of such award exceeds the amount of such rental loss for
the same period that Tenant proves could be reasonably avoided, with the
resulting figure discounted to present value using the Discount Rate provided in
the following sentence (and defined therein). For any sums discounted to present
value pursuant to the preceding sentence, it is agreed that the discount rate
used shall be the average of three (3) rates of interest given on high-balance
savings accounts, as the same existed on the date of award by the court, which
rates shall be determined by Landlord selecting three (3) national or regional
banks operating within Boulder County and taking the average of those three (3)
rates. The resultant rate shall be known as the Discount Rate for purposes of
this Lease. Unpaid installments of rent or other sums shall bear interest from
the date due at the rate of twenty percent (20%) per annum. In the event Tenant
shall have abandoned the Premises without payment of rent, Landlord shall have
the option of (a) taking possession of the Premises and recovering from Tenant
the amount specified in this Section, or (b) proceeding under the provisions of
the following Section 24.b.


                                       13
<PAGE>

                  b. Maintain Tenant's right to possession, in which case this
Lease shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

                  c. Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decision of the State in which the Premises
are located.

Despite any other provision of this Lease to the contrary, Landlord shall have
an obligation to mitigate Landlord's damages.

                  25. EMINENT DOMAIN. If any portion of the Premises shall be
         taken or appropriated by any public or quasi-public authority under the
         power of eminent domain, or more than 15.00 percent of the Tenant's
         parking spaces or any portion of the Building or Common Facilities
         reasonably required for the Tenant's authorized use of the Premises,
         either party shall have the right, at its option, to terminate this
         Lease by giving written notice to the other party, and Landlord shall
         be entitled to any and all income, rent, award, or any interest therein
         whatsoever which may be paid or made in connection with such public or
         quasi-public use or purpose, and Tenant shall have no claim against
         Landlord for the value of any unexpired term of this Lease. If any
         portion of the Premises or any portion of the Building or Common
         Facilities reasonably required for the Tenant's authorized use of the
         Premises is taken and neither party elects to terminate as herein
         provided, the Rent thereafter to be paid shall be equitably reduced. If
         more than ten percent (10%) of the Building other than the Premises may
         be so taken or appropriated, Landlord shall have the right at its
         option to terminate this Lease by giving thirty (30) days written
         notice to Tenant and shall be entitled to the entire award as above
         provided. Tenant shall, however, have the right to pursue a separate
         claim for any other damage suffered as a result of such taking. If
         Landlord does not terminate this Lease in accordance with this Section,
         Landlord shall forwith restore the Premises, Building and Common
         Facilities affected by the taking to the fullest extent possible.

         26. ESTOPPEL STATEMENT. Landlord and Tenant shall at any time and from
time to time upon not less than ten (10) business days' prior written notice
from the other party execute, acknowledge, and deliver to the other party a
statement in writing, (a) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease as so modified, is in full force and effect), and the
date to which the rental and other charges are paid in advance, if any, and (b)
acknowledging that there are not, to Tenant's or Landlord's knowledge, as
appropriate, any uncured defaults or breaches on the part of the other party
hereunder, or specifying such breaches or defaults if any are claimed. Any such
statement may be relied upon by any prospective purchaser or encumbrance of all
or any portion of the real property of which the Premises are a part.


                                       14
<PAGE>

         27. PARKING. Tenant shall have the right to use in common with other
tenants or occupants of the Building the parking facilities of the Building,
subject to the non-discriminatory, even-handedly enforced rules and regulations
which may be established or altered by Landlord at any time or from time to time
during the term hereof. Tenant shall have the exclusive right to the use of
fifty-three (53) parking spaces, may, subject to Landlord's consent, sign the
exclusive spaces accordingly, and to the extent permitted by applicable law, may
sticker any vehicles parked in derogation of the rights conferred by this
Section. There shall be no additional rent or other charge imposed for the use
of such spaces. If any occupant of the Building does not require its pro rata
share of parking spaces, Landlord shall make reasonable efforts to assist Tenant
in Tenant's efforts to procure the use of the spaces not required by the other
occupant(s).

         28. AUTHORITY OF PARTIES.

                  a. Corporate Authority. If Tenant is a corporation, each
individual executing this Lease on behalf of said corporation represents and
warrants that he is duly authorized to execute and deliver this Lease on behalf
of the corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the bylaws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.

                  b. Limited Partnerships. If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by Tenant on Landlord
shall be limited to the assets of the limited partnership, and furthermore,
Tenant expressly waives any and all rights to proceed against the individual
partners or the officers, directors or shareholders of any corporate partner,
except to the extent of their interest in said limited partnership.

                  c. Limited Liability Company. If the Landlord herein is a
limited liability company, it is understood and agreed that any claims by Tenant
on Landlord shall be limited to the assets of the limited liability company, and
furthermore, Tenant expressly waives any and all rights to proceed against
individual members or managing members, except to the extent of their interest
in said limited liability company. Each individual executing this Lease on
behalf of said limited liability company represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of the company, in
accordance with a duly adopted resolution of the managers or all of the members
of the company, whichever has the authority to do so, and that this Lease is
binding upon said company in accordance with its terms, and that Landlord is not
required to obtain any consents or approvals of any third parties with respect
to this Lease.

                  d. Use of Premises. Landlord, after appropriate inquiry,
represents to the Tenant that the Building and the land on which the Building is
located, may lawfully be used for administrative offices, provided, however,
that despite the foregoing, it is mutually agreed and acknowledged that Tenant
is solely responsible for conducting its own due diligence and making its own
conclusions regarding all matters relating to zoning and use. Landlord
represents and warrants that, during the Term of this Lease, it will not
commence any action to change the current zoning of the Building or land on
which the Building is located which would negatively impact Tenant.

         29. GENERAL PROVISIONS.

                  a. Plats and Riders. Clauses, plats, exhibits and riders, if
any, signed by the Landlord and the Tenant and endorsed on or affixed to this
Lease are hereby incorporated by reference as a part hereof as if set forth at
length in this Lease.

                  b. Waiver. The waiver by either party of any term, covenant,
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of Rent
hereunder by Landlord or payment of Rent by Tenant, shall not be deemed to be a
waiver of any preceding breach by Tenant or Landlord respectively, of any term,
covenant or condition of this Lease, other than the failure of the Tenant to pay
the particular rental so accepted, regardless of knowledge of such preceding
breach at the time of the acceptance or payment of such rent.


                                       15
<PAGE>


                  c. Notices. All notices, demands, approvals, consents and
other communications (collectively "Notices") which may or are to be required or
permitted to be given by either party to the other hereunder shall be in
writing. All Notices by the Landlord to the Tenant shall be sent by a) United
States Mail, certified mail, return receipt requested, postage prepaid, or b)
nationally recognized overnight bonded courier, addressed to the Tenant at 5435
Airport Blvd. Suite 100, Boulder, Colorado 80301, or to such other place(s) as
Tenant may, from time to time, designate in a notice to the Landlord. For the
period beginning on the date Tenant takes possession of the Premises, unless
Tenant otherwise gives Landlord notice specifying another address for Notices,
all Notices to Tenant shall be addressed to the Tenant at the Premises All
notices and demands by the Tenant to the Landlord shall be sent by a) United
States Mail, postage prepaid, certified mail, return receipt requested, postage
prepaid, or b) nationally recognized overnight bonded courier, addressed to the
Landlord at the Office of the Building, or to such other person or place as the
Landlord may, from time to time, designate in a notice to the Tenant.

                  d. Joint Obligation. If there were more than one Tenant the
obligations hereunder imposed upon Tenants shall be joint and several.

                  e. Marginal Headings. The marginal headings and Section titles
to the Sections of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part hereof.

                  f. Time. Time is of the essence of this Lease and each and all
of its provisions in which performance is a factor.

                  g. Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

                  h. Recordation. Neither the Landlord nor Tenant shall record
this Lease. At the request of either party, the other party shall execute and
deliver a short form memorandum hereof in substantially the form attached to
Lease as Exhibit C, which may be recorded.

                  i. Quiet Possession. So long as Tenant is not in default under
this Lease after the expiration of any applicable grace period, Tenant shall
have quiet possession of the Premises for the entire term hereof, subject to all
the provisions of this Lease.

                  j. Late Charges. Tenant hereby acknowledges that late payment
by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Landlord by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due and payable from Tenant
shall not be received by Landlord or Landlord's designee on or before the date
payment is due, and remains unpaid seven (7) days after the date Landlord gives
Tenant notice specifying the payment and amount past due, then Tenant shall pay
to Landlord a late charge equal to four percent (4%) of such overdue amount. The
parties hereby agree that such late charges represent a fair and reasonable
estimate of the cost that Landlord will incur by reason of the late payment by
Tenant. Acceptance of such late charges by the Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent Landlord from exercising any of the other rights and remedies granted
hereunder.

                  k. Prior Agreements. This Lease contains all of the agreements
of the parties hereto with respect to any matter covered or mentioned in this
Lease, and no prior agreements or understanding pertaining to any such matters
shall be effective for any purpose. No provision of this Lease may be amended or
added to except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

                  l. Attorneys' Fees. In the event of any action or proceeding
brought by either party against the other under this Lease, the prevailing party
shall be entitled to recover all costs and expenses, including the fees of its
attorneys in such action or proceeding in such amount as the court may adjudge
reasonable as attorneys' fees.


                                       16
<PAGE>

                  m. Sale of Premises by Landlord. In the event of any bona fide
sale of the Building, and assignment and transfer of Tenant's Security Deposit
to Purchaser, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the consummation of such sale; provided the purchaser, at such sale
expressly agrees to assume and carry out any and all of the covenants and
obligations of the Landlord under this Lease, and Tenant has been given notice
of the sale, together with the name, address and telephone number of the
purchaser.

                  n. Subordination, Non-Disturbance and Attornment. Upon request
of the Landlord, Tenant will, in writing, subordinate its rights hereunder to
the lien of any first mortgage or first deed of trust to any bank, insurance
company or other lending institution, now or hereafter in force against the land
and Building of which the Premises are a part, and upon any buildings hereafter
placed upon the land of which the Premises are a part, and to all advances made
or hereafter to be made upon the security thereof. Tenant and Landlord's
construction lender, First National Bank of Colorado ("Construction Lender")
shall, within thirty days of the date of this Lease, agree upon the form and
content of a subordination, non-disturbance and attornment agreement ("SNDA")
and take all steps necessary to execute the same. If Tenant and Construction
Lender fail to agree upon and execute such SNDA within thirty (30) days of the
date of this Lease, then Tenant shall thereafter, but prior to the execution of
such SNDA, have the right to terminate this Lease without liability by giving
notice of termination to Landlord.

                           In the event any proceedings are brought for
foreclosure, or in the event of the exercise of the power of
sale under any mortgage or deed of trust made by the Landlord covering the
Premises, the Tenant shall attorn to the purchaser upon any such foreclosure or
sale and recognize such purchaser as the Landlord under this Lease; provided the
purchaser recognizes this Lease and all of the Tenant's rights under this
Lease..

                           Notwithstanding anything to the contrary contained
herein, Tenant shall only be obligated under this
Section 29(n) if such bank, insurance company or other lending institution or
purchaser upon any such foreclosure or sale (a) recognizes Tenant's interest
under this Lease, (b) agrees that, so long as Tenant is not in default under
this Lease beyond any applicable cure periods, to recognize all of the Tenant's
rights under this Lease, not disturb Tenant's possession of the Premises, nor to
interfere with Tenant's use of the Building and Common Facilities, nor join
Tenant in any foreclosure or other enforcement proceeding, (c) further agrees
that despite any subordination of this Lease, the proceeds of insurance and
condemnation shall be applied to pay the costs of restoration of the Building
and Common Facilities in accordance with this Lease; (d) executes and delivers a
subordination, non-disturbance and attornment agreement in a form reasonably
acceptable to Tenant and such lending institution or purchaser.

                  o. Name. Tenant shall not use the name of the Building or of
                  the development in which the Building is situated for any
                  purpose other than as an address of the business to be
                  conducted by the Tenant in the Premises. Landlord shall not
                  use Tenant's name for any purpose except to identify the
                  Tenant.

                  p. Separability. Any provision of this Lease which shall prove
                  to be invalid, void or illegal shall in no way affect, impair
                  or invalidate any other provision hereof and such other
                  provisions shall remain in full force and effect.

                  q. Cumulative Remedies. No remedy or election hereunder shall
                  be deemed exclusive but shall, wherever possible, be
                  cumulative with all other remedies at law or in equity.

                  r. Choice of Law. This Lease shall be governed by the law of
                  the State of Colorado

                                       17
<PAGE>

                  s. Signs and Auctions. Tenant shall not place any sign upon
                  the exterior of the Premises or Building or conduct any
                  auction thereon without Landlord's prior written consent which
                  shall not be unreasonably withheld, conditioned or delayed.
                  Tenant shall, subject to the prior consent of the Landlord
                  which consent shall not be unreasonably withheld, delayed or
                  conditioned, have the right to: (i) place Tenant's name and
                  suite number in the Building's directory, (ii) place Tenant's
                  name and logo on a sign in the elevator lobby on the 2nd
                  floor, (iii) place Tenant's name and logo (and those of any
                  other authorized occupants) on a sign adjacent to the entrance
                  to the Premises, (iv) place Tenant's name, office hours,
                  telephone numbers and like information on the door to the
                  Premises, and (v) on the exterior monument sign, have Landlord
                  provide Tenant its pro rata share (based on amount of square
                  feet occupied in the Building) of space on all sign fascia and
                  have Landlord provide Tenant with the uppermost space on the
                  area of said sign facia reserved for tenant signage. All of
                  the above signage shall be subject to any approvals required
                  by law, the parties' approval of the content and appearance
                  (which shall not be unreasonably withheld, delayed or
                  conditioned), and with respect to the directory specified in
                  (i), above and the monument sign fascia specified in (v)
                  above, Landlord shall complete the same at Tenant's reasonable
                  expense. Landlord and Tenant agree to work together promptly
                  and in good faith to determine the design, content, and
                  placement of such signage.

                  t. Landlord's Liability. The liabilities of the partners or
                  members of the Landlord pursuant to this Lease shall be
                  limited to the assets of the partnership or limited liability
                  company and the proceeds thereof, and Tenant, its successors
                  and assigns hereby waive all other right to proceed against
                  any of the partners, members, or the officers, shareholders,
                  or directors of any corporate partner of Landlord. The term
                  "Landlord," as used in this Section, shall mean only the owner
                  or owners at the time in question of the fee title or an
                  interest in a ground lease of the building. Notwithstanding
                  anything to the contrary contained herein, the extent of the
                  Landlord's liability under this Lease shall be limited to the
                  property of which the Premises herein are a part, and Tenant
                  shall not seek any personal liability against Landlord or any
                  of Landlord's partners or members except to the extent of the
                  assets of the Landlord and the proceeds thereof.

                  u. Waiver of Jury Trial. Landlord and Tenant waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
to this Lease against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use of occupancy of the Premises, or any other claims (except claims
for personal injury or property damage), and any emergency statutory or any
other statutory remedy.

                  v. Arbitration. Except for an action to gain possession of the
Premises and except as provided below, any and all disputes arising under or
related to this Agreement which are not resolved through negotiations between
the parties shall be submitted to binding arbitration. If the parties fail to
reach a settlement of their dispute within fifteen (15) days after the earliest
date upon which one of the parties notified the other(s) of its desire to
attempt to resolve the dispute, then the dispute shall promptly be submitted to
arbitration by a single arbiter through the Judicial Arbiter Group, any
successor of the Judicial Arbiter Group, or any similar arbitration provider
(collectively "JAG") provided, however, that the arbitrator provided must be
either: (i)a former judge or (ii) an attorney with not less than 15 years of
extensive commercial real estate experience. The arbiter shall be selected by
JAG or the court on the basis, if possible, of his or her expertise in the
subject matter(s) of the dispute. The decision of the arbiter shall be final,
nonappealable and binding upon the parties, and it may be entered in any court
of competent jurisdiction. The arbitration shall take place in Boulder,
Colorado. The arbitrator shall be bound by the law of the State of Colorado
applicable to the issues involved in the arbitration and all Colorado rules
relating to the admissibility of evidence, including, without limitation, all
relevant privileges and the attorney work product doctrine. Discovery shall be
limited to document production and four depositions by each party. All such
discovery shall be completed within 90 days after the date the arbiter is
appointed, and otherwise all such discovery shall be completed in accordance
with the time limitations prescribed in the Colorado Rules of Civil Procedure,
unless otherwise agreed by the parties or ordered by the arbitrator on the basis
of strict necessity adequately demonstrated by the party requesting an extension
or reduction of time. The arbitrator shall have the power to grant equitable
relief where applicable under Colorado law. The arbitrator shall issue a written
opinion setting forth her or his decision and the reasons therefor within thirty
(30) days after the arbitration proceeding is concluded. The obligation of the
parties to submit any dispute arising under or related to this Agreement to
arbitration as provided in this Section shall survive the expiration or earlier
termination of this Agreement. Notwithstanding the foregoing, either party may
seek and obtain an injunction or other appropriate relief from a court to
preserve or protect the status quo with respect to any matter pending conclusion
of the arbitration proceeding, but no such application to a court shall in any
way be permitted to stay or otherwise impede the progress of the arbitration
proceeding.


                                       18
<PAGE>

                  w. Financial Statements. Tenant shall provide their most
recent annual report, including statements of income and expense and statements
of net worth ("financial statements") within 15 business days following the
written request of Landlord. Landlord may request said annual report once during
any twelve (12) month period. Said annual report shall be verified as being true
and correct and Landlord agrees to keep said annual report confidential, but may
use the annual report for purposes of obtaining financing upon the property. At
the time Landlord requests annual financial statements from Tenant for financing
purposes, Landlord shall advise Tenant to whom the annual report will be
submitted and Landlord shall, if requested to do so by Tenant, obtain from such
individual or entity a written agreement which shall provide that said annual
report will be and shall remain confidential. Within fifteen (15) days after the
execution of this Lease, Tenant shall submit to Landlord its most recent
financial statements.

                  x. Interest on Past Due Payments. Except as otherwise provided
in any section of this Lease, if either party fails to pay any money due and
payable to the other party within ten days after the date the party entitled to
payment gives notice that the payment is past due; then the amount past due
shall earn interest at the rate of two percent (2%) over the prime rate as
published by Bank One, Colorado, N.A. or its successor on the date the party
entitled to payment gives notice that the payment is past due (the "Prime Rate")
per year until paid.

         30. BROKERS. Each party severally warrants to the other that it has had
no dealings with any real estate brokers or agents in connection with the
negotiation of this Lease excepting only The Colorado Group, Inc.,
Gibbons-White, Incorporated and Staubach Company and it knows of no other real
estate broker or agent who is entitled to a commission in connection with this
Lease. Landlord shall pay all commissions and other compensation payable to such
brokers in accordance with the separate written agreement(s) between Landlord
and such brokers.

         31. HAZARDOUS MATERIALS AND ENVIRONMENTAL CONSIDERATIONS

31.1 a. Tenant covenants and agrees that Tenant and its agents, employees,
contractors, invitees and suppliers shall comply with all Hazardous Materials
Laws (as hereinafter defined). Without limiting the foregoing, Tenant covenants
and agrees that it will not use, generate, store or dispose of, nor permit the
use, generation, storage or disposal of Hazardous Materials (as hereinafter
defined) on, under or about the Leased Premises, nor will it transport or permit
the transportation of Hazardous Materials to or from the Leased Premises, except
in full compliance with any applicable Hazardous Materials Laws. Any Hazardous
Materials located on the Leased Premises by or at the request of Tenant shall be
handled appropriately, which shall include the use of such equipment (at
Tenant's expense) as is necessary to meet any standards imposed by any Hazardous
Materials Laws and in such a way as not to interfere with any other tenant's use
of its premises. Upon breach of any covenant contained herein, Tenant shall, at
Tenant's sole expense, cure such breach by taking all action prescribed by any
applicable Hazardous Materials Laws or by any governmental authority with
jurisdiction over such matters.

                  b. Tenant shall inform Landlord at any time of (i) any
Hazardous Materials it intends to use, generate, handle, store or dispose of, on
or about or transport from, the Leased Premises which is not commonly employed
in the operation of commercial offices (such commonly employed Hazardous
Materials include by way of example only, cleaning fluids, correction fluids,
and batteries employed in computers and other office equipment), and (ii) of
Tenant's discovery of any event or condition which constitutes a violation of
any applicable Hazardous Materials Laws. Tenant shall provide to Landlord copies
of all communications to or from any governmental authority or any other party
relating to Hazardous Materials affecting the Leased Premises, except any which
are subject to any attorney-client or attorney work product privilege.

                  c. Tenant shall indemnify and hold Landlord harmless from any
and all claims, judgments, damages, penalties, fines, reasonable costs,
liabilities, reasonable expenses or losses (including without limitation,
diminution on value of the Premises, damages for loss or restriction on use of
all or part of the Premises, sums paid in settlement of claims provided Tenant
has approved the settlement which approval shall not be unreasonably withheld,
delayed or conditioned, necessary investigation of site conditions created by
Tenant, or any cleanup, removal or restoration work required by any federal,
state or local governmental agency, attorney's fees, consultant fees and expert
fees) which arise as a result of or in connection with any breach of the
foregoing covenants or any other violation contained in this Section. The
indemnity in this subsection shall also accrue to the benefit of the employees,
members, agents, officers, directors and/or partners of Landlord.


                                       19
<PAGE>

                  d. Upon termination of the Lease and/or vacation of the Leased
Premises, Tenant shall properly remove all Hazardous Materials placed in the
Premises by the Tenant.

                  e. "Hazardous Materials" shall mean (a) any chemical,
material, substance or pollutant which poses a hazard to the Premises or to
persons on or about the Premises or would cause a violation of or is regulated
by any Hazardous Materials Laws, and (b) any chemical, material or substance
defined as or included in the definitions of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous waste", "restricted
hazardous waste", "toxic substances", "regulated substances", or words of
similar import under any applicable federal, state or local law or under the
regulations adopted or publications promulgated pursuant thereto, including, but
not limited to, the Comprehensive Environmental Response. Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; the Hazardous
Materials Transportation Act, as amended, 49 U.S.C. Sec. 1801, et seq.; the
Resource Conservation and Recover Act, as amended, 42 U.S.C. Sec. 6901, et seq.;
the Solid Waste Disposal Act, 42 U.S.C. Sec. 6991 et seq.; the Federal Water
Pollution Control Act, as amended, 33 U.S.C. Sec. 1251, et seq., of the Colorado
Revised Statutes. "Hazardous Materials Laws" shall mean any federal, state or
local laws, ordinances, rules or regulations (including, but not limited to,
those laws specified above) relating to the environment, health and safety or
the use, handling, transportation, production, disposal, discharge or storage of
Hazardous Materials, or to industrial hygiene or the environmental conditions
on, under or about the Premises, the Building or the land on which the Building
is located. Said term shall be deemed to include all such laws as are now in
effect or as hereafter amended and all other such laws as may hereafter be
enacted or adopted during the term of this Lease.

                  f. All obligations of Tenant hereunder shall survive and
continue after the expiration of this Lease or its earlier termination for any
reason.

                  g. Tenant further covenants and agrees that it shall not
install any storage tank (whether above or below the ground) on the Leased
Premises without obtaining the prior written consent of the Landlord, which
consent may be conditioned upon further requirements imposed by Landlord with
respect to, among other things, compliance by Tenant with any applicable laws,
rules, regulations or ordinances and safety measures or financial responsibility
requirements.

31.2 a. Landlord covenants and agrees that Landlord and its agents, employees,
contractors and suppliers shall comply with all Hazardous Materials Laws (as
hereinafter defined). Without limiting the foregoing, Landlord covenants and
agrees that it will not use, generate, store or dispose of, nor permit the use,
generation, storage or disposal of Hazardous Materials (as hereinafter defined)
on, under or about the Building, nor will it transport or permit the
transportation of Hazardous Materials to or from the Building and land on which
the Building is located, except in full compliance with any applicable Hazardous
Materials Laws. Any Hazardous Materials located on the Building or adjacent land
by or at the request of Landlord shall be handled appropriately, which shall
include the use of such equipment (at Landlord's expense) as is necessary to
meet any standards imposed by any Hazardous Materials Laws and in such a way as
not to interfere with any Tenant's use of the Premises. Upon breach of any
covenant contained herein, Landlord shall, at Landlord's sole expense, cure such
breach by taking all action prescribed by any applicable Hazardous Materials
Laws or by any governmental authority with jurisdiction over such matters.

         b. Landlord represents and warrants that Landlord has no knowledge and
Landlord has no notice of the presence or release of any Hazardous Materials not
commonly found in commercial offices, nor of any violation or potential
violation of Hazardous Materials Laws on or about the Building or adjacent land,
except as disclosed in the Final Report dated October 9, 1998, Phase I
Environmental Assessment, Lot 2, Gunbarrel Technical Center, Boulder CO,
prepared by Enpro Consulting Group, prepared for Bank One of Boulder.


                                       20
<PAGE>

         c. Landlord shall inform Tenant at any time of (i) any Hazardous
Materials it intends to use, generate, handle, store or dispose of, on or about
or transport from, the Building or adjacent land which is not commonly employed
in the operation of commercial offices, and (ii) of Landlord's discovery of any
event or condition which constitutes a violation of any applicable Hazardous
Materials Laws. Landlord shall provide to Tenant copies of all communications to
or from any governmental authority or any other person or entity relating to
Hazardous Materials affecting the Building or adjacent land, except any which
are subject to any attorney-client or attorney work product privilege.

         d. All obligations of Landlord hereunder shall survive and continue
after the expiration of this Lease or its earlier termination for any reason.

         32. MISCELLANEOUS

                  a. At Tenant's option, Landlord shall provide janitorial
services to the Premises at Tenant's cost on a month-to-month basis, and shall
bill Tenant therefor monthly.

                  b. Tenant shall, at Landlord's expense (but only to the extent
of the tenant improvement allowance set forth in the following subsection (c)),
construct certain build-out improvements to the Premises, including construction
of suspended ceilings; exterior and partitioning walls; doors, installation of
carpeting; carpet padding, painting; installation of fire sprinkling system;
HVAC, and lighting systems; and other improvements as agreed upon in accordance
with plans and specifications ("Plans") to be approved by Landlord and Tenant,
and attached hereto as Exhibit D (hereinafter collectively referred to as the
"Tenant Improvement"). Landlord and Tenant will use diligent efforts to prepare
and approve construction drawings and specifications and approve them in writing
within twenty-one (21) days after the date of this Lease. If there are no Plans
within 45 days after the date of this Lease either party shall have the right to
terminate this Lease without liability by giving notice of termination to the
other party before there are Plans. Tenant Improvements shall be completed
pursuant to the provisions of the Plans and the Work Letter attached hereto as
Exhibit E. Landlord's construction of the Building of which the Premises are a
part shall be in accordance with Landlord's "Preliminary Specifications for the
Base Building", a copy of which is attached hereto as Exhibit F.

                           1. Upon (i) compliance with the requirements set
                  forth Subsubsection (4 ) of this Subsection (b), and (ii)
                  Landlord's approval of Tenant's selection of contractor, which
                  approval (subject to the criteria set forth below) will not be
                  unreasonably withheld, conditioned or delayed, Tenant shall be
                  permitted by Landlord to contract directly with the contractor
                  of its choice ("Contractor") for completion of the Tenant
                  Improvements and that except for the obligation to remit
                  payment for the cost of such improvements in accordance with
                  the allowance set forth in Subsection (c), below, Landlord
                  shall have no liability whatsoever to Tenant with respect to
                  the completion of said Tenant Improvements. Tenant
                  acknowledges that Landlord's approval of the Contractor to
                  complete the Tenant Improvements shall be granted or withheld
                  based on objective and subjective pertinent criteria, and
                  shall include, among other things, Landlord's opinion
                  regarding the quality of work and workmanship of such
                  Contractor, specifically whether such quality of workmanship
                  meets or exceeds that which is typically performed by Chrisman
                  Construction, Inc. It is acknowledged that it is Landlord's
                  preference that Tenant utilize Chrisman Construction, Inc. for
                  completion of the Tenant Improvements, and Tenant agrees to
                  use reasonable efforts to select Chrisman Construction, Inc.
                  as its Contractor.

                           2. As of the date hereof, Tenant has identified the
                  following four (4) contractors as candidates for completion of
                  the Tenant Improvements: Chrisman Construction, Inc., Centerre
                  Construction, Sand Construction and Jordy Carter Construction.
                  Within ten (10) business days of execution of this Lease,
                  Landlord shall provide written notice to Tenant of its
                  acceptance or rejection of each of these candidates, which
                  acceptance shall not be unreasonably withheld or conditioned,
                  provided, however, that if, prior to said ten day period (and
                  prior to Tenant's receipt of Landlord's approval or rejection
                  of such four candidates), Tenant provides Landlord with
                  written notice of its selection of one (1) of those
                  contractors, then Landlord shall have three (3) business days
                  thereafter to respond to Tenant with approval or rejection of
                  said selection, which approval shall not be unreasonably
                  withheld or conditioned. If Landlord thereafter rejects said
                  selection, then Landlord shall provide Tenant written notice
                  of its approval or rejection of the remaining three (3)
                  candidates within the remaining portion of the ten (10)
                  business day time period set forth above. If Landlord rejects
                  any contractor, Landlord shall specify in its notice the
                  reasons for such rejection. Landlord represents that as of the
                  date of this Lease, Landlord is unaware of any reason to
                  reject any of the contractors identified by Tenant above, but
                  reserves the right to conduct further investigations regarding
                  such contractors in accordance with the criteria and time
                  frames set forth herein.. Following selection and approval of
                  Tenant's contractor, Tenant shall provide written notice to
                  Landlord confirming its selection.


                                       21
<PAGE>

                           3. If Tenant selects a Contractor which is not
                  Chrisman Construction, Inc. then during the construction of
                  the Tenant Improvements, Tenant agrees to take reasonable
                  steps necessary to facilitate open communication between
                  Landlord and Tenant's consultant Don Fitzmartin ("Consultant")
                  with the intent of keeping Landlord informed as to the status
                  of the Tenant Improvements and any problems encountered in
                  connection therewith. Said open communication includes, but is
                  not limited to: communication with Landlord regarding status
                  of the Tenant Improvements and any problems encountered in
                  connection therewith, availability to answer Landlord's
                  questions regarding all matters related to the Tenant
                  Improvements, and copying Landlord on all material
                  communication between Tenant and Consultant which relates to
                  the Tenant Improvements.

                           4. Tenant agrees to execute, in a form reasonably
                  acceptable to Landlord's lender, an assignment of the
                  construction contract between it and its Contractor, assigning
                  Tenant's rights under said contract to lender upon the
                  occurrence of any default by the Tenant under this Lease which
                  continues after the applicable grace period expires.

                           c. Landlord's allowance for Tenant Improvements is
         $539,997.50, and shall be paid directly to Tenant's Contractor in
         monthly installments within ten (10) days following receipt of (i) an
         invoice for work performed pursuant to the Plans and (ii) a lien
         waiver, executed by Contractor, acknowledging payment in full (subject
         to receipt of Landlord's portion of such sums, if necessary) for work
         performed pursuant to its contract with Tenant. To the extent that the
         cost of said improvements is less than or exceeds $539,997.50, basic
         monthly rental shall increase or decrease by amortizing the increase or
         decrease over ten (10) years four (4) months at the greater of (a) 10%
         per annum or (b) two percent (2%) over the interest rate secured by
         Landlord in financing such amounts, or Tenant has the option of paying
         up front any amount above and beyond the $539,997.50 allowance, or
         prepaying any unamortized balance at anytime without premium or
         penalty. By way of example only, if the cost of Tenant Improvements
         increase or decrease by $1,000.00, the basic monthly rent will increase
         or decrease by $13.22. The above amortization of Tenant Improvements by
         Landlord shall be capped at a total per-square-foot Tenant Improvement
         cost of thirty five dollars ($35.00), and all amounts spent on Tenant
         Improvements above that amount shall be paid directly by Tenant at the
         time such costs are incurred. In other words, Landlord will amortize up
         to an additional $100,677.50 in Tenant Improvements above the
         $539,997.50 described in this Subsection (c). If Landlord fails to make
         any payment to the Tenant's Contractor (towards the Tenant Improvement
         allowance) which is required by this Lease within ten days after the
         date Tenant gives Landlord notice specifying the payment past due, then
         Tenant shall have the right to make the payment which Landlord failed
         to make and to offset the payment made by the Tenant against the base
         rent and any other rent payable under this Lease until Tenant has been
         reimbursed in full for the payments made by the Tenant, together with
         interest at the rate payable under this Lease for past due payments
         owed by one party to the other under Section 29(x) above.

                           d. Within one year of the date of completion of
         construction of the core and shell portions of the Building by
         Landlord, Tenant shall have the right to later demand and Landlord
         shall have the obligation to correct, any defects in workmanship or
         materials of said core and shell portions which could not reasonably be
         observed by a visual inspection of the exposed improvements at the time
         Tenant took possession.


                                       22
<PAGE>

                  e. Reasonable HVAC maintenance costs for the Premises shall be
                  charged monthly by Landlord to Tenant as costs are incurred.


                  f. Landlord shall provide an allowance of thirty thousand AND
                  00/100 ($30,000.00) for the burial of two (2) power poles and
                  related lines located directly to the north of subject
                  property. Tenant at tenant's sole expense shall pay for any
                  cost beyond the allowance of $30,000.00. This payment shall be
                  made within fifteen (15) days after written notice to Tenant
                  after the burial is completed. Before commencing such work,
                  and within 45 days after the date of this Lease, Landlord
                  shall endeavor to provide Tenant with a firm good faith
                  proposal for the work at a fixed or maximum cost. Tenant may
                  reject the proposal by giving Landlord notice within ten days
                  after Tenant receives the proposal, in which event Tenant
                  shall have no right to require the burial. If Tenant elects to
                  require the burial and the entire thirty thousand dollar
                  allowance is not used, then any amounts remaining following
                  such burial shall be allocated to Tenant for further tenant
                  improvement work. If, however, Tenant elects to not bury the
                  power poles described in this Subsection (f), then it is
                  understood that Tenant shall instead receive an additional
                  abatement of rent (in addition to that described in Section
                  5(a), above) in the amount of Twenty thousand and no/100ths
                  Dollars ($20,000.00), which abatement shall be applied to
                  Tenant's basic rental obligation in the fourteenth (14th)
                  month of this Lease.

                  g. Tenant shall have access to Premises 24 hours per day,
                  seven days per week, 52 weeks per year.

                  h. Tenant shall have the right during the Term hereof to
                  install, operate, and maintain 3 Satellite Dishes on the roof
                  of the Building not exceeding 18 inches in diameter, and one
                  Satellite Dish not exceeding 8 feet in diameter on an agreed
                  to portion of the land on which the Building is located.

                  Tenant covenants that Satellite Dish installation, operation,
                  and maintenance of any Satellite Dish shall be subject to the
                  following:

                  1. All such installation, maintenance and operation shall be
                  at Tenant's sole cost, expense, and risk.

                  2. The size, weight and configuration of such Satellite Dish
                  shall be approved by Landlord in advance, such approval not to
                  be unreasonably withheld, delayed or conditioned.

                  3. All plans and specifications for such installation shall be
                  approved by Landlord in advance, such approval not to be
                  unreasonably withheld, delayed or conditioned.

                  4. Any damage to the Building roof or any other portion of the
                  Building resulting from the installation, maintenance and
                  operation of any Satellite Dish, including without limitation
                  water damage or damage to the roof membrane, shall be repaired
                  promptly and at Tenant's sole expense.

                  5. Tenant shall carry additional insurance with respect to any
                  Satellite Dish in reasonably adequate amounts and coverage.

                  6. Tenant shall maintain any Satellite Dish and all related
                  facilities and equipment in good order and repair, at Tenant's
                  sole expense.


                                       23
<PAGE>

                  7. Tenant shall maintain any Satellite Dish belonging to
                  Tenant and upon the expiration of this Lease or any extension
                  thereof, or in no event later than fifteen (15) days
                  thereafter, the cost and expense of said removal, and any
                  necessary repair of the roof or premises by reason of said
                  Satellite Dish removal shall be borne by the Tenant.

                  The installation, existence, maintenance and operation of any
                  Satellite Dish shall be lawful under all applicable laws,
                  ordinances, rules, orders, regulations, etc., of any federal,
                  state, local or other authorities having jurisdiction, and
                  Tenant, in advance and at its sole expense and in a timely
                  manner, shall obtain all licenses and permits, perform all
                  monitoring, make all reports, and take all other steps
                  necessary to permit the lawful installation and continued
                  lawful operation of the Satellite Dish.

         i. Tenant shall have the option to extend this Lease for two (2)
additional successive terms of five (5) years each. In the event Tenant desires
to exercise said option, Tenant shall give written notice of such fact to
Landlord not less than two hundred seventy (270) days prior to the expiration of
the then current term of this Lease. In the event of such exercise, this Lease
Agreement shall be automatically extended for the additional term.
Notwithstanding the foregoing, this option shall be void and of no force or
effect if the Tenant is in default hereunder after the expiration of the
applicable grace period, either as of the date of the Tenant's exercise of said
option or as of the date of the commencement of the option or additional term.

                  a. Rent. Tenant shall pay the Fair Market Rental Value of the
         Premises (as such term is defined below) as base rent during the first
         five year option period. Tenant shall pay the then-current Fair Market
         Rental Value of the Premises as base rent during the second five year
         option period.

                  b. Calculation of Fair Market Rental Value. Landlord and
         Tenant will attempt to agree upon a Fair Market Rental Value of the
         Premises (expressed on a dollar per square foot per year basis) as
         determined by comparison to parcels of similar size located in property
         in or near the City of Boulder, Colorado, having comparable
         development, use and density capability, containing existing buildings
         of comparable quality and such other characteristics as may be deemed
         relevant by a subject appraiser whose selection is outlined herein (the
         "Fair Market Rental Value").

         Landlord shall select an independent MAI real estate appraiser with at
         least ten (10) years' experience in appraising commercial real property
         in the City of Boulder, Colorado (a "Qualified Appraiser"). The
         Qualified Appraiser selected by the Landlord shall be referred to as
         the "Landlords Appraiser". Within thirty (30) days of being selected by
         the Landlord, the Landlord's appraiser shall determine the Fair Market
         Rental Value of the Premises in accordance with the appraisal standards
         set forth above and shall immediately give the Landlord and the Tenant
         written notification of his determination.

         If the Tenant agrees with the Landlord's Appraiser's determination of
         the Fair Market Rental Value, such Fair Market Rental Value shall be
         multiplied by 18,305, and the resultant amount shall be divided by
         twelve (12) to arrive at the new base monthly rental ("Base Monthly
         Rental"). The new Base Monthly Rental shall become effective beginning
         with the first month of the Option Term. If the Tenant does not agree
         with the Landlord's Appraiser's determination of Fair Market Rental
         Value, the Tenant shall have the right to select its own Qualified
         Appraiser to determine the Fair Market Rental Value. If the Tenant does
         elect to appoint a Qualified Appraiser, (the Tenant's Appraiser"), the
         Tenant shall select the Tenant's Appraiser within thirty (30) business
         days after receiving the Landlord's Appraiser's Determination of Fair
         Market Rental Value. The Tenant's Appraiser shall make his own
         determination of the Fair Market Rental Value in accordance with the
         provisions set forth above, within thirty (30) business days of being
         selected by the Tenant and shall immediately give the Landlord and the
         Tenant written notice of his determination.


                                       24
<PAGE>

         If the Fair Market Rental Value as determined by the Landlord's
         Appraiser and the Tenant's Appraiser, respectively, differ by an amount
         which is equal to or less than five percent (5%) of the Fair Market
         Rental Value determined by the Landlord's Appraiser, then the
         arithmetic mean average of the two Fair Market Rental Values shall
         constitute the fair Market Rental Value used to calculate the new Base
         Monthly Rental which will be in effect for the Option Term. If the Fair
         Market Rental Value determined by the Landlord's Appraiser and the
         Tenant's Appraiser's determination of the Fair Market Rental Value
         differ by more than five percent (5%), the Landlord's Appraiser and the
         Tenant's Appraiser shall agree upon and select a third Qualified
         appraiser who shall be independent of and have no prior or existing
         affiliation or relationship with either the Landlord or the Tenant (the
         "Independent Appraiser"). If Landlord's Appraiser and Tenant's
         Appraiser fail to agree upon and select an Independent Appraiser within
         ten (10) days of the decision to seek an Independent Appraiser, then
         said Independent Appraiser shall be selected by the agreement of
         Landlord's legal counsel and Tenant's legal counsel. Within ten (10)
         business days of being appointed, the Independent Appraiser shall,
         after exercising his best professional judgement, choose either the
         Landlord's Appraiser's or the Tenant's Appraiser's determination of the
         Fair Market Rental Value whichever best represents the Fair Market
         Rental Value at that point in time. Upon making such a selection, the
         Independent Appraiser shall immediately give the Landlord and the
         Tenant written notice of this selection of the Fair Market Rental
         Value. The Fair Market Rental Value selected by the Independent
         Appraiser shall be used to calculate the new Base Monthly Rental which
         will be in effect during the Extension Option, and such selection by
         the Independent appraiser shall be binding and conclusive upon the
         Landlord and the Tenant.

         All Appraisal fees incurred hereunder shall be shared equally by the
         Landlord and Tenant.


                  j. Tenant shall have the right to use its own Architect for
the Plans and Tenant Improvements upon Landlord's approval of the architect
which approval shall not be unreasonably withheld, delayed or conditioned. The
Landlord hereby approves B2SJ. All architectural fees will be paid from the
Tenant Improvement Allowance. Tenant's architect shall coordinate with
Landlord's architect for review of documents and submittal of construction
documents to the City of Boulder. Landlord's architect shall not incur expenses
that will exceed $1,000 in coordinating with Tenant's architect for review of
documents and submittal of construction documents to the City of Boulder.
However, if Landlord's architect finds an error in Tenant's plans that shall
result in additional work on behalf of Landlord's architect, then Tenant could
incur incremental costs associated with rectifying such errors.

                  k. Tenant shall be provided its pro rata share of the existing
monument signage and Tenant's design shall be approved in writing by Landlord,
which approval shall not be unreasonably withheld, delayed or conditioned.

                  l. Whenever the consent or approval of either party is
required under this Lease, such consent or approval shall be deemed given unless
within 20 days after the consent or approval is requested, notice is given
specifying reasonable reasons why consent or approval is denied; provided the
text of this Section is included in the request for consent or approval.

                  m. Landlord shall not alter, improve or add to the Building or
the land on which the Building is located in any manner which will materially
adversely affect the Tenant's authorized use of the Premises, access to or from
the Premises, the Common Facilities existing as of the date of this Lease or the
parking granted to the Tenant under this Lease.

                  n. Landlord represents and warrants that on the date the Lease
         term commences the mechanical systems in the Building and Premises,
         including without limitation intended, HVAC, plumbing and electrical
         systems are in good working order, and the structure of the Building
         including the roof is in good condition and free from leaks.

                  o. Landlord warrants and represents that so long as the amount
         of computer equipment, machinery and other related office equipment
         used in the Premises is not in excess of the amount of equipment
         utilized in a typical administrative office and, provided that adequate
         measures are taken by Tenant to address additional cooling needs that
         may be necessary for Tenant's computer equipment and server rooms
         within the Premises, the HVAC for the Building has and will have
         sufficient capacity to maintain 70 degrees Fahrenheit when the outside
         temperature is higher than 70 degrees Fahrenheit and will be able to
         maintain 72 degrees Fahrenheit when the outside temperature is less
         than 72 degrees Fahrenheit.


                                       25
<PAGE>

         p. Landlord shall maintain in good condition and repair, the two
venting systems currently in place under the Building, which were designed to
remove or reduce any risk to occupants of the Building which could be caused if
vapors were to migrate from the soil. The venting system located in the air
space between the top of the plastic sheeting over the gravel and the first
floor concrete is and shall remain in operation throughout the term of this
Lease, except for any period of time that its operation is unwarranted in the
opinion of a duly qualified expert. The second venting system beneath the
plastic sheeting and gravel shall be connected to a vacuum blower and commence
and remain in operation, during such period of time as its operation is
warranted in the opinion of a duly qualified expert. Landlord shall, at such
times as is warranted in the opinion of a duly qualified expert, engage a duly
qualified expert to: (i) monitor the air beneath the first floor concrete; (ii)
recommend any change in the operation of the venting systems or other action
which is appropriate; and (iii) summarize in writing, his or her findings,
conclusions and recommendations. Further, Landlord shall promptly take any
action which the Landlord's duly qualified expert opines is warranted.




                                       26
<PAGE>



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

LANDLORD:                                           TENANT:

NORTHVIEW PROPERTIES, LLC                           NEW FRONTIER MEDIA, INC.
3434 47th Street  #220                              5435 Airport Blvd. Suite 100
Boulder, CO  80301                                  Boulder, CO  80301
Tax I.D. #84-1474385

By:/s/ Susan Chrisman                               By: /s/ Michael Weiner
   ..............................                       ........................
   Susan J. Chrisman                                Its: Exec. VP.
   Manager                                              ........................


By:/s/ Scott Reichenberg
   ..............................
   William Scott Reichenberg
   Manager






                                       27

<PAGE>


                                    EXHIBIT A

                             DIAGRAM OF THE PREMISES


                                   [ATTACHED]


                                       28
<PAGE>


                                   EXHIBIT A-1

                                    Site Plan
                                [to be attached]



                                       29
<PAGE>


                                    EXHIBIT B

                              RULES AND REGULATIONS


1. Except within the Premises, or as authorized in the Lease, no sign, picture,
name, notice or other object shall be displayed or affixed on any part of the
Premises (including all common areas) which is visible from outside the Premises
without the prior written consent of the Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned. If placed outside the Premises
without authorization in the Lease or the consent of the Landlord, Landlord
shall have the right to remove any such object without notice and at the expense
of Tenant.

2. Landlord shall provide a pro rata share of parking spaces to Tenant. Tenant,
its employees and invitees shall not use parking spaces in the Premises assigned
to another tenant, if Tenant is given exclusive use of the number of spaces
provided for in the Lease.

3. Sidewalks, corridors, lobbies and stairways in the Premises shall not be used
for storage or be obstructed by bicycles or any other objects. Except for entry
related to the improvements and equipment Tenant is authorized to install,
maintain, repair or replace and only then upon prior oral or written notice to
Landlord, Tenant shall not go upon the roof of the Premises or into any
mechanical system.

4. Tenant shall not alter any lock nor install any new or additional locks on
any door of the Premises without written consent of Landlord, which consent
shall not be unreasonably withheld, delayed or conditioned.

5. Toilets, urinal and wash bowls shall not be used for any purpose other than
that for which they were constructed and no foreign substance of any kind shall
be thrown therein.

6. Tenant shall not overload the floor of the Premises. Except for work or
alterations which Landlord consents to or which Tenant is authorized to make
without consent pursuant to the Lease, Tenant shall not mark, glue, drive nails,
screw, cut or drill into the partitions, woodwork, walls, ceilings, floors, or
doors or in any way deface the Premises.

7. No furniture, freight or equipment of any kind shall be brought into the
Premises without the consent of Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned, and all moving shall be done at
such times and in such manner as Landlord may reasonably designate, so as not to
interfere with other tenants. There shall not be used in any space, or in any
public hall: any hand trucks except those equipped with rubber tires and side
guards. Despite the foregoing, during all business hours, Tenant shall have the
right to deliveries of furniture, freight, merchandise and equipment which
during any two (2) hour period, do not consume more than two (2) elevator
carloads.

8. Tenant shall not permit the Premises to be used in a manner offensive to
Landlord or other occupants of the Premises by reason of unreasonable noise,
odors or vibrations, or unreasonably interfere in any way with other tenants.
Tenant shall not discard anything outside of its entrance door or in corridors,
lobbies or other common areas unless safely stored in non-combustible
containers.

9. Tenant shall not keep in the Premises any combustible fluid or material,
except in customary small quantities as would typically be kept in connection
with the conduct of an administrative office.

10. Landlord will direct electricians as to where and how telephone and
electrical wires are to be introduced outside the Premises. No boring or cutting
of wires will be allowed in the Premises without the consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed. Any boring
or cutting associated with such electrical or telephone work and conducted
within the Premises which is not subject to Landlord's consent per the Lease
shall be conducted at such times and in such a manner as to not interfere with
any other tenant's ability to conduct its business.



                                       30
<PAGE>

11. Except as set forth above, no furniture or merchandise will be received in
the Premises or carried up or down in the elevators except between such hours
and in such elevators as shall be designated by Landlord which designation shall
not be unreasonable. Despite the foregoing, during all business hours, Tenant
shall have the right to deliveries made in the ordinary course of business, such
as deliveries of merchandise in packages carried by United Parcel Service
drivers or on their rubber wheeled hand trucks; provided, however, that Landlord
may restrict deliveries which are not carried by an individual to a freight
elevator (provided that a freight elevator is in operation in the Building).
Tenant shall cause its movers to use only the loading facilities and elevator
designated by Landlord. Tenant shall obtain Landlord's prior approval of moving
time, which approval shall not be unreasonably withheld, conditioned or delayed.
In the event Tenant's movers damage any part of the Premises, Tenant shall
immediately pay to Landlord the amount required to repair damage.

12. Tenant shall see that the doors of the Premises are closed and locked before
leaving the Premises and must observe strict care and caution that all water
faucets or water apparatus (except water heaters) are entirely shut off.

13. Tenant shall not solicit any occupant of the Premises and shall cooperate to
prevent same.

14. No window shades, blinds, screens or draperies will be attached or detached
by Tenant without Landlord's prior consent, which consent shall not be
unreasonably withheld, delayed or conditioned. Tenant agrees to abide by
Landlord's reasonable rules with respect to maintaining uniform curtains,
draperies and linings at all windows so that the Premises will present a uniform
exterior appearance. The blinds shall be of a light color.

15. Tenant shall furnish chair pads under all chairs or stools in the carpeted
areas of the Premises.

16. Landlord shall at all reasonable times on reasonable notice have the right
to inspect the Premises.



                                       31
<PAGE>




                                    EXHIBIT C


                                                      Recording requested by and
                                                        when recorded return to:

                                                 Chrisman, Bynum & Johnson, P.C.
                                               attn: Gretchen Miller Busch, Esq.
                                                           1900 Fifteenth Street
                                                               Boulder, CO 80302

_______________________________________________________________________________
                               MEMORANDUM OF LEASE

         THIS MEMORANDUM OF LEASE is made and entered into as of April 11, 2001
by and between NORTHVIEW PROPERTIES, LLC, a Colorado limited liability company
("Landlord") and NEW FRONTIER MEDIA, INC, a Colorado corporation ("Tenant").

         Pursuant to the unrecorded Lease, dated April 11, 2001, between
Landlord and Tenant (the "Lease"), Landlord has let and hereby leases to Tenant
and Tenant has leased and hereby leases from Landlord upon all of the terms set
forth in the Lease certain improved real property located in the County of
Boulder, State of Colorado, described as follows:

         Certain office space containing approximately 18,305 square feet on the
         second floor of the building known as the Northview Building, 7007
         Winchester Circle, Boulder, Colorado 80301, and having a legal
         description of: Lot 2, Gunbarrel Technical Center, Replat, County of
         Boulder, State of Colorado, together with all fixtures and other
         improvements now or hereafter located thereon and all appurtenances
         thereto.

         The term of the Lease agreement commenced on April 11, 2001 and
continues for a period of one hundred and twenty four (124) months from that
date, subject to certain adjustments as set forth in the Lease, and contains
an option for Tenant to extend the Lease for two (2) additional successive
terms of five (5) years each.

         This Memorandum is subject to the terms, provisions and conditions of
the unrecorded Lease, as heretofore amended and as amended by any amendments
made after this date.


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

LANDLORD:

NORTHVIEW PROPERTIES, LLC
A Colorado limited liability company


By: /s/ Scott Reichenberg
    ..............................
Name:  William Scott Reichenberg
Its:       Manager


By: /s/ Susan Chrisman
    ..............................
Name:  Susan J. Chrisman
Its:       Manager


                                       32
<PAGE>

TENANT:

NEW FRONTIER MEDIA, INC.
A Colorado corporation


By: /s/ Michael Weiner
    ..........................
Name:
Its:






                                       33
<PAGE>


                                    EXHIBIT D

                                      PLANS


     [TO BE AGREED UPON FOLLOWING EXECUTION OF THE LEASE, INITIALED BY BOTH
                         PARTIES, AND ATTACHED HERETO]








                                       34
<PAGE>


                                    EXHIBIT E

                                   WORK LETTER


Description of Landlord's Work for the NORTHVIEW Building lease by and between
Northivew Properties, LLC ("Landlord") and New Frontier Media, Inc., a
Corporation ("Tenant"):

Landlord and Tenant agree as follows:

1. Defined Terms. The following defined terms shall have the meaning set forth
below and, unless provided to the contrary herein, the remaining defined terms
shall have the meaning set forth in the Lease:

Landlord's Representative:          Susan J. Chrisman or W. Scott Reichenberg

Tenant's Representative:            Don Fitzmartin

Landlord's Contribution:                    The lesser of (a) $539,997.50 (i.e.
                                            approximately  $29.50 for each
                                            rentable square foot of
                                            space in the Premises) or (b) the
                                            actual cost of Tenant Improvements,
                                            as defined below.

Tenant's General Contractor:        To be determined.

2. Tenant Improvements. The "Tenant Improvements" shall mean the drywall for
exterior walls, window sills, interior walls, partitions, doors, door hardware,
wall coverings, wall base, counters, lighting fixtures, electrical and telephone
wiring, cabling for computers, metering and outlets, suspended ceilings, floor
and window coverings, HVAC system, fire sprinklers system, other items of
general applicability that Tenant desires to be installed in the interior of the
Premises in accordance with plans and specifications approved by Landlord and
Tenant.

3. Drawings. Tenant shall engage and Landlord shall pay for the services of a
licensed architect and engineers to prepare a space layout, drawings and
specifications for all Tenant Improvements (the "Architect"). Tenant shall
devote such time in consultation with the Architect as shall be necessary to
enable the Architect to develop complete and detailed architectural, mechanical
and engineering drawings and specifications, as necessary, for the construction
of Tenant Improvements, showing thereon all Tenant Improvements substantially in
accordance with the space plan to be approved by the parties (the "Drawings" and
also referred to in the Lease as the "Plans") which approval shall not be
unreasonably withheld, conditioned or delayed. Landlord and Tenant hereby
acknowledge and agree that it is Landlord's sole and exclusive responsibility to
cause the Premises and the Drawings to comply with all applicable laws,
including the Americans with Disabilities Act and other ordinances, orders,
rules, regulations and requirements of all governmental authorities having
jurisdiction thereof. All architectural and engineering fees shall be included
as a Tenant Improvement cost.

4. Landlord's Approval. On or before the applicable Time Limit set forth below,
Tenant shall submit to Landlord complete and final Drawings for Tenant
Improvements in the form of two sets of Drawings. The Drawings shall be subject
to the approval of Landlord, which approval shall not be unreasonably withheld
or conditioned. If Landlord should disapprove such Drawings, Landlord shall
specify to Tenant the reasons for its disapproval and Tenant shall cause the
same to be revised to meet Landlord and Tenant's mutually reasonable
satisfaction and shall resubmit the same to Landlord, as so revised, on or
before the applicable Time Limit set forth below.

5. Landlord's Work. It is understood and agreed by the parties that, as
hereinafter set forth, Tenant has elected to retain the General Contractor and
arrange for the construction and installation of Tenant Improvements in a good
and workmanlike manner. If the total costs exceed Landlord's Contribution
("Excess Costs"), Tenant must provide to Landlord, adequate assurance that
Tenant has the financial resources to pay for such Excess Costs if Tenant has
elected to pay for such costs in lieu of amortizing them over the term of the
Lease, as set forth in Section 32(c).


                                       35
<PAGE>

6. Time Limits. The following maximum time limits and periods shall be allowed
for the indicated matters:


<TABLE>
<CAPTION>

--------------------------------------------------- ------------------------------------------------
ACTION                                                                TIME LIMIT
--------------------------------------------------- ------------------------------------------------
<S>                                                <C>
Tenant submits Drawings, prepared by                On or before  twenty  one (21) days  after date
Architect, to Landlord for review and               of this Lease
Approval
--------------------------------------------------- ------------------------------------------------
Landlord notifies Tenant of its approval            On or before two (2) business
of the Drawings with any required changes in        after the date of Landlord's receipt of the
detail                                              Drawings
--------------------------------------------------- ------------------------------------------------
Tenant submits revised drawings to Landlord         On or before five (5) business days after the
for approval                                        date of reciept of Landlord's required changes
--------------------------------------------------- ------------------------------------------------
If applicable, Landlord and Tenant mutually         On or before two (2) business days after the
approve the final revised Drawings                  date of Landlord's receipt of the final revised
                                                    Drawings
--------------------------------------------------- ------------------------------------------------
Landlord submits Drawings for building permit       As soon as reasonably possible after Landlord
                                                    and Tenant mutually approve the final revised
                                                    Drawings, but in no event later than  thirty (30)
                                                    days after execution of the Lease.
--------------------------------------------------- ------------------------------------------------


</TABLE>


Except as may be otherwise specifically provided for herein, in all instances
where either Tenant's or Landlord's approval is required, if no written notice
of disapproval is given within the applicable Time Limit, at the end of such
period the applicable party shall be deemed to have given its approval and the
next succeeding time period shall commence. Any delay in any of the foregoing
dates (including any "re-do," continuation or abatement of any item due to
Tenant's or Landlord's disapproval thereof) shall automatically delay all
subsequent deadlines by a like amount of time.

7. Landlord's Contribution. Landlord shall contribute to the costs and expenses
of all costs for the planning and design of Tenant Improvements, including all
permits, licenses and construction fees and constructing Tenant Improvements in
an amount not to exceed Landlord's Contribution ($539,997.50, as set forth in
Section 32(c) of the Lease) unless Tenant elects to have Landlord pay all Tenant
Improvement Costs and amortize the amount in excess (up to the maximum amount
set forth in Section 32(c) of the Lease) of Landlord's Contribution over the
term of the Lease. If the final costs for Tenant Improvements exceed Landlord's
Contribution and Tenant has not elected to amortize such costs, those Excess
Costs shall be paid by Tenant and shall be paid to Landlord or Contractor
promptly upon submission of a statement therefor by Landlord or Contractor.

8. Substantial Completion. Tenant Improvements shall be deemed "Substantially
Complete" when all work called for by the Drawings has been finished and the
Premises is ready to be used and occupied by Tenant, even though minor items may
remain to be installed, finished or corrected. The date Tenant Improvements is
substantially complete shall be deemed the "Substantial Completion Date" or the
"Date of Substantial Completion." Tenant shall cause the Contractor to
diligently complete any items of work not completed when the Premises are
substantially complete. In the event of any dispute as to substantial completion
of Tenant Improvements, the statement of the Architect, objectively and
reasonably based, shall be conclusive. Substantial Completion shall have
occurred notwithstanding punch list items.


                                       36
<PAGE>

9. Changes. Tenant may request reasonable changes in the Drawings; provided,
however, that (a) no change shall be made to the Drawings without Landlord's
Representative's prior written approval, which approval shall not be
unreasonably withheld, conditioned or delayed; (b) no such request shall effect
any structural change in the Building or otherwise render the Premises or
Building in violation of applicable laws; (c) Tenant shall pay any additional
costs required to implement such change, including, without limitation, loss of
rents, architecture and other consultant fees, increases in construction costs
and other charges payable caused to the extent total costs exceed Landlord's
Contribution; and (d) such requests shall constitute an agreement by Tenant to
any delay in completion caused by Landlord's reviewing, and processing such
change. If Tenant requests or causes any change, addition or deletion to the
Premises to be necessary after approval of the Drawings, a request for the
change shall be submitted to Landlord's Representative, accompanied by revised
plans prepared by the Architect, all at Tenant's sole expense. Tenant
acknowledges that neither the Architect nor any contractor engaged by Tenant is
Landlord's agent and neither entity has authority to enter into agreements on
Landlord's behalf or otherwise bind Landlord.

10. Tenant's Representative. Tenant has designated Tenant's Representative as
its sole representative with respect to the matters set forth in this Work
Letter, who shall have full authority and responsibility to act on behalf of
Tenant as required in this Work Letter. Tenant shall not change Tenant's
Representative except upon prior written notice to Landlord.

11. Landlord's Representative. Landlord has designated Landlord's Representative
as its sole representative with respect to the matters set forth in this Work
Letter, who shall have full authority and responsibility to act on behalf of
Landlord as required in this Work Letter. Landlord shall not change Landlord's
Representative except upon notice to Tenant.

12. No Representations or Warranties. Notwithstanding anything to the contrary
contained in the Lease or herein, Landlord's participation in the preparation of
the Drawings, the cost estimates for Tenant Improvements and the construction of
Tenant Improvements shall not constitute any representation or warranty, express
or implied, that (i) the Drawings are in conformity with applicable governmental
codes, regulations or rules or (ii) Tenant Improvements, if built in accordance
with the Drawings, will be suitable for Tenant's intended purpose; provided,
however, Landlord shall nonetheless have the obligation to fully comply with the
provisions of Section 3 hereof. Tenant acknowledges and agrees that Tenant
Improvements are intended for use by Tenant and the specification and design
requirements for such improvements are not within the special knowledge or
experience of Landlord. Landlord's obligations shall be to review the Drawings;
and any additional cost or expense required for the modification thereof to more
adequately meet Tenant's use, whether during or after construction thereof,
shall be borne entirely by Tenant.

13. Incorporation. This Work Letter is incorporated in the Lease; and all of the
terms and provisions of the Lease are incorporated herein by this reference. All
capitalized terms used herein and not otherwise defined shall utilize the
definitions set forth in the Lease.






                                       37
<PAGE>

                                    EXHIBIT F

                PRELIMINARY SPECIFICATIONS FOR THE BASE BUILDING

       Scope of Work Definition Base Building vs. Tenant Improvement Work
<TABLE>
<CAPTION>

---------------- ---------------------------------------- ------------------------------------------
         ITEM                 BASE BUILDING                         TENANT IMPROVEMENTS
---------------- ----------------------------------------   ------------------------------------------

---------------- ----------------------------------------   ------------------------------------------
<S>            <C>                                         <C>
Sitework         a.  Provide asphalt paving, sidewalks,     a.  No requirement.
                     curb and gutters per development
                     plan.
---------------- ----------------------------------------   ------------------------------------------
                     The site will accommodate a
                     parking ratio of 1 person/400 SF.
---------------- ----------------------------------------   ---------------------------------
                 b.  Provide landscape material and         b. No requirement.
                     irrigation system per development
                     plan.
---------------- ----------------------------------------   ---------------------------------
                 c.  Furnish and install concrete pad       c. No requirement.
                     for trash dumpster.
---------------- ----------------------------------------   ---------------------------------
STRUCTURE        a.  Concrete floor over steel frame        a.  Misc. floor prep as required.
                     finished per ACI spec and UBC code
                     requirements.
---------------- ----------------------------------------   ---------------------------------
                 b.  Supported floor live load capacity     b. No requirement.
                     of 125 pounds per square foot at firs
                     floor and 100 pounds per square
                     foot at second floor.
---------------- ----------------------------------------   ---------------------------------
                 c.  Clear ceiling height for first floorof c. No requirement.
                     9'-8". Clear height to structure
                     13'-2". Clear ceiling height for
                     second floor of 9'-0". Minimum
                     clear height to structure is 10'-0".
---------------- ----------------------------------------   ---------------------------------
                 d.  Building shell shall meet ADA code     d. Norequirement.
                     requirements.
---------------- ----------------------------------------   ---------------------------------
                 e.  Leveling, patching and floating of     e. No requirement.
                     all floors within the Premises shall
                     be reasonably acceptable (level to
                     1/4" within 10ft.). Variances which
                     so not impair the tenant's ability to
                     improve the Premises, install it's
                     furnishings, fixtures or equipment,
                     or use and enjoy the Premises shall
                     be deemed acceptable.
---------------- ----------------------------------------   ---------------------------------
                 f.  Fire proofing over frame per code      f. No requirement.
                     requirements.
---------------- ----------------------------------------   ---------------------------------
                 g.  Not Used                               g. Not Used
---------------- ----------------------------------------   ---------------------------------
                 h.  Provide return air plenums on all      h. No requirement.
                     floors complete with code required
                     fireproofing.
---------------- ----------------------------------------   ---------------------------------
                 i.  All pipe sleeves in beams or walls     i. No requirement.
                     shall be packed tight and fire
                     proofed per code requirement.
---------------- ----------------------------------------   ---------------------------------
CORE SERVICE     h.  Janitor's closets complete.            a. No requirement.
AREAS

---------------- ----------------------------------------   ---------------------------------
                 b.  Doors finished including doors for     b. No requirement
                     mechanical, electrical, telephone,
                     and janitor's closet in addition to
                     stairwells.
---------------- ----------------------------------------   ---------------------------------
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>



---------------  ----------------------------------------   ---------------------------------
<S>            <C>                                         <C>
                 c.  Sound attenuation consistent           a. No requirement.
                     around core to provide a level of STC45
                     and other specified areas.
---------------- ----------------------------------------   ---------------------------------
                 d.  Locking devices for all closets,       d. No requirement.
                     exits, stairwells, and
                     electrical/telephone doors.
---------------- ----------------------------------------   ---------------------------------
                 e.  One drinking fountain per floor        e. No requirement.
                     that meet ADA code.
---------------- ----------------------------------------   ---------------------------------
                 f.  Floors finished with carpet, tile,     f. Flooring at tenant space.
                     granite or other approved materials.
---------------- ----------------------------------------   ---------------------------------
                 g.  Exit signs at core and stairwells      g. No
                     requirement. including battery
                     pack emergency
                     lighting as required by code.
---------------- ----------------------------------------   ---------------------------------
                 h.  Convenience outlets evenly             h. No requirement.
                     distributed throughout the core
                     areas.
---------------- ----------------------------------------   ---------------------------------
BUILDING LOBBY   a.  Finished in accordance with            a. No requirements.
                     Building's plans and
                     specifications complete with
                     directory board
---------------- ----------------------------------------   ---------------------------------
TELEPHONE        a.  Furnish and install a Telephone        a. No requirement.
                     Company frame room in the first
                     floor of the building in addition
                     to phone closets on every floor.
                     The main telephone service shall
                     be stubbed to the telephone
                     company frame room and3/4"x4'x8'
                     plywood
---------------- ----------------------------------------    --------------------------------
BASE BUILDING    a.  Furnish and install ceramic tile       a. No requirement.
REST ROOMS           on floor and walls.
---------------- ----------------------------------------   ---------------------------------
                 b.  Furnish plastic laminate vanity        b. No requirement.
                     with drop in porcelain lavatories
                     with full width mirror.
---------------- ----------------------------------------   ---------------------------------
                 c.  Furnish and install baked enamel,      c. No requirement.
                     floor-mounted toilet partitions.
---------------- ----------------------------------------   ---------------------------------
                 d.  Furnish and install floor-mount        d. No requirement.
                     tank-type water closets and
                     wall-hung urinals.
---------------- ----------------------------------------   ---------------------------------
                 e.  Fully ADA compliant restrooms.         e. No requirement.
---------------- ----------------------------------------   ---------------------------------
                 f.  Accessories: Mirrors, soap             f. No requirement.
                     dispensers, grab bars, sanitary
                     napkin vendor, and disposal, toilet
                     tissue dispensers, towel dispenser
                     and waste receptacle.
---------------- ---------------------------------------    ---------------------------------
SHOWER           a.  Provide a minimum two (2) public       a. No requirement.
FACILITIES           shower stalls with dressing areas
                     divided equally between men and
                     women, located near or adjacent to
                     restrooms.
---------------- ---------------------------------------    ---------------------------------

</TABLE>

                                       39
<PAGE>
<TABLE>
<CAPTION>


---------------- ---------------------------------------    ---------------------------------
<S>            <C>                                         <C>
Perimeter Walls  a.  Construct gypsum board walls            a.Apply paint/wall covering andbase.
                     below sills and at perimeter
                     columns, taped and sanded
                     smooth.  (Work to be completed
                     during Tenant build-out.)
                 b.  Insulation in roof and walls
                     to meet local energy codes             b. No requirement.
                 c.  Exterior windows shall be
                     energy efficient tinted glazing.

                                                            c. No requirement.
---------------- ---------------------------------------    ---------------------------------
INTERIOR COLUMNS a.  No requirement.                        a. Furnish and install gypsum board to
                                                               columns.  Tape and sand smooth.
                                                               Apply paint/wall covering and base.
---------------- ---------------------------------------    ---------------------------------
ELEVATORS        a.  Elevator cab shall have a minimum      a. No requirement.
                     7'-9" interior clearance and carry
                     a minimum 4,500 lb. Capacity.
                     Elevators shall meet current
                     building and ADA code
                     requirements with wiring for
                     an emergency telephone.
---------------- ---------------------------------------    ---------------------------------
                 b.  Elevator machine room shall have       b. No requirement.
                     an exhaust fan installed to dissipate
                     excessive heat during elevator
                     operation.
---------------- ---------------------------------------    ---------------------------------
CEILINGS         a.  Furnish and install acoustical         a. Provide ceiling system as required by
                     ceiling grid throughout Core area.        tenant space plan.
---------------- ---------------------------------------    ---------------------------------
                 b. Not Used                                b. Not Used
---------------- ---------------------------------------    ---------------------------------
FLOOR COVERING   a.  Provide concrete sub-floor.            a. Furnish and install floor coverings
                                                               for all areas except required common
                                                               area corridors.
---------------- ---------------------------------------    ----------------------------------
DOORS, FRAMES &  a.  Furnish and install natural            a. Furnish, install and finish doors,
HARDWARE             finished flush birch doors in             frames and hardware as required by
                     hollow metal frames at core               tenant's space plan.
                     building areas and exits.
---------------- ---------------------------------------    ----------------------------------
                 b.  Not Used                               b. No Used
---------------- ---------------------------------------    ----------------------------------
                 c.  Furnish brushed aluminum finish on     c. No requirement.
                     all base building
                     exterior door hardware.
---------------- ---------------------------------------    ----------------------------------
                 d.  Not Used                               d. Not Used
---------------- ---------------------------------------    ----------------------------------
HVAC             a.  Furnish and install base               a. Furnish and install separate air
                     building heating and cooling              conditioning or air handling units
                     system.                                   for non-standard loads (.i.e.,
                                                               computer room, UPS, etc.).
                     Cooling ratio: min. 400 sq.ft./ton.

                 Exterior Zones: 1 per 1,200 sq. ft.
                 Interior Zones: 1 per 2,000 sq. ft.

                     VVT System

                     Natural Gas Heating Capacity at
                     RTU's: 20.9 BTU per hour - sq. ft.

                     Cooling Load Allowances on a zone
                     basis:

</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>

<S>            <C>                                         <C>
                     o Lighting: 2.0 watts
                       per sq. ft.

                     o Office Equipment:  1.5 watts
                       per sq. ft.

                     o People:  150 sq. ft. per
                       person

                     (The electric and natural gas
                     heating capacity values are not
                     additive.  The natural gas in the
                     rooftop units will be utilized
                     for heating outdoor air for            b. No requirement.
                     ventilation during occupied
                     hours, and for hybrid heating
                     during unoccupied hours.)
                 b.  Furnish and install primary
                     trunk ducts per SMACNA Duct            c. Furnish and install secondary
                     Construction Standards from air           ductwork and VVT boxes.  Furnish and
                     handlers to vicinity of each              install runouts, diffusers and RA
                     tenant space.                             grilles.  Provide modifications as
                 c.  Furnish and install code required
                      by tenant's space plan. required
                     fire dampers.                          d. Provide additional modifications
                                                               as required by tenant's space plan.


                 d.  Furnish and install base building
                     energy management system with DDC
                     temperature control system connections
                     to terminal devices. The control
                     system will                            e. Install exhaust systems
                                                               for provide the capability to monitor
                                                               conference rooms, etc. desired by each
                                                               Zone and provide for tenant. off-hour
                                                               HVAC.

                 e.  Provide exhaust systems for base building
                     space as required, i.e., common area
                     restrooms and janitor's closets.
                     Each toilet room shall be
                     ventilated to 2 CFM/SF.
---------------- ---------------------------------------    -----------------------------------
Plumbing         a.  Furnish rough-ins at core              a.  No requirement
                     service areas.
                 b.  Furnish underground sanitary           b  Furnish and install convenience
                     capped connections for tenant use         sinks, water supply coffee/vending
                     to at tenant locations.                   areas, etc.
---------------- ---------------------------------------    -----------------------------------
FIRE PROTECTION  a.  Furnish and install complete fire      a. Relocate or add sprinkler for proper
SPRINKLER SYSTEM     protection system per NFPA                coverage as dictated by the tenant's
                     requirements for office occupancy.        space plan.
---------------- ---------------------------------------    -----------------------------------
ELECTRICAL       a.  Furnish and install complete           a. No requirement.
                     277, 3-phase building power
                     distribution system.
                     o 6.9   watts   per   sq.    ft.
                       allocated for HVAC loads.
                     o 3 watts per sq. ft. allocated
                       for interior lighting.

</TABLE>

                                       41
<PAGE>

<TABLE>
<CAPTION>


<S>            <C>                                         <C>
                     o 9.8 watts per sq. ft. spare
                           power.
                 b.  Furnish 220 volt power and             b. Lighting circuits distributed
                     lighting panel in each electrical         from central panel to tenant fixtures
                     room.
                 c.  Provide 2x4 parabolic fixtures.        c. Furnish and install fixtures as
                     as per core plans.                        required by tenant's space plan.
                                                               Fluorescent fixtures are to be
                                                               2'x4' 4" deep cell parabolic.
                                                               Fixture and install connection to
                                                               J-Box, switching and accent
                                                               lighting.

                 d.  Furnish and install lighting           d. No requirement.
                     in base building rooms.

                 e.  Furnish  and install step down         e. Furnish  and install branch circuits for
                     transformers and 120/208V panels          120V power to tenant spaces from
                     and 3 electrical rooms, size to           electrical roms, Furnish and
                     provide 7 watts per square foot           install convenience outlets as
                     for office equipment loads and            desired along with any additional
                     conveniencepower.                         distribution panels or step down
                                                               transformers


                 f.  Furnish and install code               f.  Furnish and install code
                     required exit and emergency                required exit and emergency
                     lighting for all public areas.             lighting for all public areas.



                 g.  Service from provider panel            e. Furnish  and install phone board,
                     in main telephone room.                   vertical and horizontal distribution
                                                               from service entry by tenant


                 h.  Furnish  and install fire alarm        h. Fire alarm provisions, if any, in
                     system as required by code, including     addition to code requirements
                     hornand strobe devices.

                 i.  Furnish and install exterior site      i. No Requirement
                     lighting.

                 j.  Not Used                               j. Not Used
---------------- ---------------------------------------    -----------------------------------
SIGNAGE              a Furnish and install general          a. Furnish and install identification
                       identification/directional              signage at tenant  entrances.
                       signage at public toilet rooms
                       and exits.
                     b.Furnish and install a building       b. No requirement.
                        directory in the main lobby.
                     c.Furnish and install exterior         c. No requirement.
                       monument signage for building
                        identification, ground level only.
---------------- ---------------------------------------    -----------------------------------
FIRE             a.  No requirement.                        a. urnish and install fire
EXTINQUISHERS                                                  extinguishers and cabinets as
                                                               required by the tenant's space plan.
---------------- ---------------------------------------    -----------------------------------
WINDOW BLINDS    a.  No requirement.                        a. Furnish and install standard
                                                               horizontal mini-blinds on all
                                                               exterior   windows.
---------------- ---------------------------------------    -----------------------------------
SERVICE AREAS    a.  Provide a 48" high dock with           a. No requirement.
                     bumper guards.
                 b.  Provide a trash enclosure on           b. No requirement.
                     concrete pad.
---------------- ---------------------------------------    -----------------------------------
Security         a.  Not Used                            a. Not Used
---------------- ---------------------------------------    -----------------------------------

</TABLE>