EXHIBIT 10.29

              MSI LEASE MOUNTAIN VIEW CORPORATE CENTER OFFICE LEASE

                  THIS LEASE, made and entered this 15th day of March,  2002, by
and  between  W9/MTN  REAL  ESTATE  LIMITED  PARTNERSHIP,   a  Delaware  limited
partnership  (hereinafter  referred  to  as  "LANDLORD"),  and  MANAGED  STORAGE
INTERNATIONAL, a Delaware corporation (hereinafter referred to as "TENANT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  For and in  consideration  of the rental and of the  covenants
and  agreements  hereinafter  set  forth to be kept  and  performed  by  Tenant,
Landlord  hereby  leases to Tenant and Tenant  hereby  leases from  Landlord the
leased premises herein  described for the term, at the rental and subject to and
upon all of the terms, covenants and agreements hereinafter set forth.

                  1.       LEASED PREMISES.

                  1.1      GRANT  OF  LEASED  PREMISES;  THE  BUILDING;  AND THE
PROJECT.  Landlord hereby leases to Tenant and Tenant leases from Landlord those
certain premises set forth in Section 6.1 of the Summary  (hereinafter  referred
to as the "LEASED  PREMISES")  which Leased Premises are located in the building
described  in  Section  6.2  of  the  Summary  (hereinafter  referred  to as the
"BUILDING").  The Building is part of an office  project known as "Mountain View
Corporate Center" which contains additional office buildings located adjacent to
the  Building at 12202  Airport  Way and 12101  Airport  Way  (collectively  the
"ADJACENT BUILDINGS"). The term "PROJECT," as used in this Lease, shall mean (i)
the Building,  (ii) the Adjacent Buildings,  (iii) any outside plaza areas, land
and other improvements surrounding the Building and the Adjacent Buildings, (iv)
the  Common  Areas,  as  defined  below  in  Section  14.1,  (v)  at  Landlord's
discretion, any additional real property, areas, buildings or other improvements
added  thereto  pursuant  to the terms of Section 1.4 of this Lease and (vi) the
land upon which any of the  foregoing are situated  (the "REAL  PROPERTY").  The
legal  description  of land  comprising  the Real  Property  is set forth in the
attached  EXHIBIT A. A floor plan  showing  the size and  location of the Leased
Premises  within the Building is set forth in the attached  EXHIBIT B.  Tenant's
use and occupancy of the Leased  Premises  shall include the use, in common with
others, of the Common Areas as hereinafter  described,  but excepting  therefrom
and reserving unto Landlord the exterior faces of all exterior  walls,  the roof
and the  right to  install,  use and  maintain  where  necessary  in the  Leased
Premises all pipes,  ductwork,  conduits and utility  lines through hung ceiling
space,  partitions,  beneath  the floor or  through  other  parts of the  Leased
Premises;  provided such  installation,  use and maintenance do not unreasonably
interfere  with the use and  occupancy  of the  Leased  Premises  by  Tenant  or
diminish Tenant's access to the Leased Premises.  Landlord reserves the right to
effect such other  tenancies  in the  Project as Landlord  may elect in its sole
business judgment.

                  1.2      RENTABLE  AREA.  The square feet of Rentable Area for
the  Leased  Premises  are  approximately  as set  forth in  Section  6.1 of the
Summary. For purposes hereof, the "RENTABLE AREA" of the Leased Premises and the
Building  shall be  calculated by Landlord  pursuant to the Standard  Method for
Measuring Floor Area in Office Buildings,  ANSI Z65.1-1996 ("BOMA"), as modified
for the Building pursuant to Landlord's  standard rentable area measurements for
the  Building,  to include,  among other  calculations,  a portion of the common
areas  and  service  areas of the  Building.  The  Rentable  Area of the  Leased
Premises  and the  Building  are  subject to  verification  from time to time by
Landlord's  planner/designer  and such verification  shall be made in accordance
with the  provisions  of this Section 1.2.  Tenant's  architect may consult with
Landlord's planner/designer regarding such verification, except to the extent it
relates  to  the  Rentable  Area  of  the  Building;   provided,   however,  the
determination  of Landlord's  planner/designer  shall be conclusive  and binding
upon the parties. In the event that Landlord's  planner/designer determines that
the  Rentable  Area shall be  different  from that set forth in this Lease,  all
amounts,  percentages  and figures  appearing or referred to in this Lease based
upon such incorrect Rentable Area amount  (including,  without  limitation,  the
amount of the Base Rent,  Tenant's Share and Tenant  Improvement  Allowance,  if
any)  shall  be  modified  in  accordance  with  such  determination.   If  such
determination is made, it will be confirmed in writing by Landlord to Tenant.

                  1.3      CONDITION OF PREMISES. Tenant shall occupy the Leased
Premises in its current "AS IS" condition  without any  obligation on Landlord's
part to construct or, subject to Landlord's  distribution  of the  Refurbishment
Allowance  pursuant to Section  9.5 below,  pay for any tenant  improvements  or
refurbishment  work  in  the  Leased  Premises,   and  Tenant  shall  be  solely
responsible,  at its  sole  cost  and  expense,  for  constructing  any  and all
alterations and  refurbishment  work for the Leased Premises  pursuant to and in
accordance with the provisions of Article 9 below.


                                      -1-
<PAGE>
                  1.4      LANDLORD'S   USE  AND   OPERATION  OF  THE  BUILDING,
PROJECT, AND COMMON AREAS. Landlord reserves the right from time to time without
notice to Tenant: (i) to close temporarily any of the Common Areas; (ii) to make
changes to the  Common  Areas,  including,  without  limitation,  changes in the
location,  size,  shape  and  number  of  street  entrances,  driveways,  ramps,
entrances, exits, passages, stairways and other ingress and egress, direction of
traffic,  landscaped areas, loading and unloading areas, and walkways;  (iii) to
expand the Building;  (iv) to add additional  buildings and  improvements to the
Common Areas and the Project;  (v) to remove land from the Common Areas; (vi) to
designate land outside the Project to be part of the Project,  and in connection
with the  improvement of such land to add additional  buildings and common areas
to the Project; (vii) to use the Common Areas while engaged in making additional
improvements,  repairs or alterations to the Project or to any adjacent land, or
any portion thereof;  and (viii) to do and perform such other acts and make such
other  changes in, to or with respect to the Project,  Common Areas and Building
or the  expansion  thereof as Landlord  may, in the  exercise of sound  business
judgment, deem to be appropriate.

                  1.5      RIGHT OF FIRST  REFUSAL  FOR THE FIRST  OFFER  SPACE.
During the period (the "RIGHT OF FIRST  REFUSAL  PERIOD")  commencing  as of the
date of execution of this Lease and continuing until the last day of the twelfth
(12th)  month of the Lease  Term,  Tenant  shall have a one-time  right of first
refusal to lease the  remaining  eastern  half of the second  (2nd) floor of the
Building  contiguous  to the Leased  Premises as more  particularly  depicted on
EXHIBIT B-1 attached  hereto (the "FIRST OFFER SPACE")  which becomes  available
for lease as provided hereinbelow as determined by Landlord.

                  1.5.1    PROCEDURE  FOR OFFER.  With respect to the first time
Landlord  receives a bona fide proposal from a third party unrelated to Landlord
during  the Right of First  Refusal  Period to lease all or any  portion  of the
First Offer  Space,  which  proposal  Landlord  would accept or submit a counter
proposal  thereto (such  third-party  bona fide proposal  which  Landlord  would
accept, or the counter-proposal  which Landlord would submit to such third party
in response  thereto,  shall be referred to herein as the "THIRD PARTY  OFFER"),
then prior to the date that  Landlord  accepts or submits such Third Party Offer
to such third-party, Landlord shall give Tenant written notice (the "FIRST OFFER
NOTICE") that the applicable portion of the First Offer Space identified in such
third-party proposal is then available for lease by Tenant pursuant to the terms
of the Third Party Offer.  Pursuant to such First Offer Notice,  Landlord  shall
offer to lease to Tenant the First Offer Space (or portion thereof) which is the
subject of the Third  Party  Offer  upon the terms set forth in the Third  Party
Offer.

                  1.5.2    TENANT'S  PROCEDURE FOR ACCEPTANCE.  If Tenant wishes
to exercise  Tenant's right of first refusal with respect to the space described
in a First Offer Notice, then within three (3) business days of delivery of such
First Offer Notice to Tenant,  Tenant shall deliver  written  notice to Landlord
("TENANT'S ELECTION NOTICE") pursuant to which Tenant shall elect either to: (i)
lease the entire First Offer Space identified in the First Offer Notice upon the
terms  contained  in the Third Party  Offer;  or (ii) refuse to lease such First
Offer Space, specifying that Tenant is not interested in exercising its right of
first refusal for such First Offer Space, in which event Tenant's right of first
refusal  with  respect to the First  Offer Space  identified  in the First Offer
Notice shall terminate and be of no further force or effect,  and Landlord shall
be free to lease the First Offer Space  identified  in the First Offer Notice or
any portion  thereof,  to anyone to whom Landlord  desires on any terms Landlord
desires.  If Tenant does not notify  Landlord  of its  election of either of the
options in clauses (i) or (ii)  hereinabove  within said three (3)  business day
period,  Tenant  shall be  deemed to have  elected  the  option in clause  (ii).
Notwithstanding  anything to the contrary contained herein, Tenant must elect to
exercise  its right of first  refusal  herein with  respect to the entire  First
Offer Space identified in the First Offer Notice and may not elect to lease only
a portion thereof. Notwithstanding anything in this Section 1.5 to the contrary,
Landlord  acknowledges  and agrees that Tenant's right of first refusal to lease
any First  Offer  Space not  previously  identified  in any First  Offer  Notice
delivered  by Landlord  to Tenant  shall not  terminate  as a result of Tenant's
election  or deemed  election  to refuse to lease any other First Offer Space so
identified in a First Offer Notice,  and shall continue until the earlier of (a)
the date such time as such space first becomes available for lease as determined
by Landlord as provided hereinabove, or (b) the expiration of the Right of First
Refusal Period.

                  1.5.3    CONSTRUCTION  IN FIRST OFFER SPACE.  If Tenant leases
any First Offer Space  pursuant to the terms of this Section  1.5,  Tenant shall
take such First Offer Space in its "AS IS"  condition as of the date of delivery
of such space by Landlord to Tenant,  and  Landlord  shall not be  obligated  to
provide  or pay  for  any  improvements,  remodeling  or  refurbishment  work or
services  related to the  improvement,  remodeling or refurbishment of the First
Offer Space except to the extent included in the Third Party Offer, as set forth
in Section 1.5 above; provided, however, in the event that the First Offer Space
does not  require a  corridor  extension  as a result of  Tenant's  lease of the
remaining  space on the second (2nd) floor of the  Building,  such  construction
allowance  shall be  increased  by an amount  that is equal to the  amount  that
Landlord  would have  expended to create a corridor  extension  (using  Building
standard  materials,  as determined by Landlord) for another  tenant's  lease of
such space.

                  1.5.4    AMENDMENT  TO  LEASE.  If  Tenant  timely   exercises
Tenant's right to lease any First Offer Space as set forth herein,  then, within
fifteen (15)  business  days  thereafter,  Landlord and Tenant shall  execute an
amendment  to this  Lease (a "FIRST  OFFER  SPACE  AMENDMENT")  to  provide  for
Tenant's  lease of the First  Offer Space upon the terms and  conditions  as set
forth in this Section 1.5.

                                      -2-
<PAGE>
                  1.5.5    SUSPENSION  OF RIGHT OF FIRST  REFUSAL  FOR THE FIRST
OFFER  SPACE.  Notwithstanding  anything in the  foregoing to the  contrary,  at
Landlord's  option,  the  right of  first  refusal  for the  First  Offer  Space
hereinabove  granted to Tenant shall not be deemed to be properly  exercised if,
as of the date Tenant  exercises  its right of first refusal for the First Offer
Space or on the scheduled commencement date for the First Offer Space, Tenant is
in default  under this Lease.  In addition,  Tenant's  right of first refusal to
lease the First Offer Space is personal to the original  Tenant  executing  this
Lease ("ORIGINAL TENANT"), and may not be assigned or exercised,  voluntarily or
involuntarily,  by or to, any person or entity other than the  Original  Tenant,
and shall only be available to and  exercisable  by the Tenant when the Original
Tenant is in actual and physical  possession of the entire Leased  Premises then
leased by Tenant as of the date Tenant  delivers to Landlord  Tenant's  Election
Notice.

                  1.6      NO  SEPARATE  DEMISING  PARTITION;  THE SECOND  FLOOR
WORK.  Tenant  acknowledges that Landlord shall not separately demise the Leased
Premises from the First Offer Space at any time during the period  commencing as
of the date of execution of this Lease and  continuing  until the date (the "End
Date") which is the earlier of (i) the  expiration of the Right of First Refusal
Period, or (ii) the date Tenant no longer has any right to lease any First Offer
Space  pursuant to the  provisions of Section 1.5 above,  in  consideration  for
Tenant's  agreement:  (a)  unless and until the First  Offer  Space is leased by
Tenant  pursuant  to Section  1.5 above,  not to enter  into,  conduct  business
within,  or store any property  within the First Offer Space;  (b) that Landlord
shall have no obligation to do anything to ensure Tenant's non-use thereof;  and
(c) that  Landlord  shall have the right,  at all  reasonable  times,  to police
Tenant's  non-use of the First Offer Space.  Tenant  hereby  assumes any and all
inconveniences  and risks  associated  with such lack of separate  demising  and
Tenant  hereby  agrees  that  Landlord  shall  have no  liability  to  Tenant in
connection with such lack of separate demising.  In the event Tenant enters into
any portion of the First Offer Space,  conducts  business within the First Offer
Space or stores any property within the First Offer Space,  then,  although such
space  shall not be deemed to be part of the  Leased  Premises  leased by Tenant
hereunder,  all of the  provisions  of  this  Lease  with  respect  to  Tenant's
obligations  hereunder  shall apply to Tenant's entry into,  conduct of business
within  and/or  storage of property  within,  the First Offer  Space,  including
without  limitation,  provisions  relating to compliance with requirements as to
insurance,  indemnity,  repairs and maintenance,  and compliance with Applicable
Laws, and Tenant shall pay Base Rent for the First Offer Space at the rate equal
to Five Hundred and 00/100 Dollars ($500.00) per day commencing upon such entry,
conduct of business and/or storage and continuing  until such entry,  conduct of
business and/or storage is discontinued and/or such property is removed.  Tenant
hereby  acknowledges that after the End Date, if Tenant has not leased any First
Offer Space,  Landlord shall have the right at anytime  thereafter to separately
demise the Leased Premises from the remaining First Offer Space not so leased by
Tenant and install a common  corridor (if necessary) and such other work related
thereto,  all as  described  and depicted on the floor plan  attached  hereto as
Exhibit  B-2 (such  demising  and other work  depicted  on Exhibit  B-2 shall be
referred to herein collectively as the "SECOND FLOOR WORK").  Landlord shall pay
for  the  costs  of the  Second  Floor  Work,  except  Tenant  shall  be  solely
responsible  for the costs  incurred  by Landlord  to  construct  certain of the
improvements  included  within the Second  Floor Work  pertaining  to the Leased
Premises to the extent  identified  as Tenant's  responsibility  on Exhibit B-2.
Upon the  completion of the Second Floor Work by Landlord,  Landlord shall cause
the Leased Premises and the balance of the second (2nd) floor of the Building to
be remeasured  pursuant to the BOMA standard set forth in Section 1.2 above, and
the  rentable  square  feet of the Leased  Premises  and the  Building  shall be
adjusted  based  upon such  remeasurement,  and there  shall be a  corresponding
prospective  adjustment in the Base Rent,  Tenant's Share of Operating  Expenses
and other  amounts  set forth in this  Lease  which are  determined  based  upon
rentable square feet of the Leased  Premises and/or the Building.  Tenant hereby
acknowledges  that,  notwithstanding  Tenant's  occupancy of the Leased Premises
during the  performance of the Second Floor Work, in connection  therewith:  (A)
Landlord  shall be  permitted  to perform the Second  Floor Work  during  normal
business hours,  without any obligation to pay overtime or other  premiums;  (B)
Tenant hereby accepts any and all inconveniences associated with the performance
of the Second Floor Work which may occur during  Tenant's  occupancy  including,
without  limitation,  dust,  noise, etc; (C) the performance of the Second Floor
Work shall in no way  constitute a  constructive  eviction of Tenant nor entitle
Tenant to any  abatement  of Base  Rent  payable  pursuant  to this  Lease;  (D)
Landlord shall have no  responsibility or for any reason be liable to Tenant for
any direct or indirect injury to or interference  with Tenant's business arising
from the  construction  of the Second  Floor Work;  and (E) 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 Leased  Premises  or of Tenant's  personal  property or
improvements  resulting from the  construction  of the Second Floor Work, or for
any  inconvenience  or annoyance  occasioned  thereby,  except for any injury to
persons or damage to property  (but not loss of business or other  consequential
damages)  to the  extent  caused  by  Landlord's  gross  negligence  or  willful
misconduct and not insured or required to be insured by Tenant under this Lease.

                  2.       TERM.

                  2.1      BASIC TERM. The term of this Lease (the "LEASE TERM")
shall be as set forth in Section 7.1 of the  Summary  and shall  commence on the
date (the  "COMMENCEMENT  DATE") set forth in Section  7.2 of the  Summary,  and
shall terminate on the date (the "EXPIRATION  DATE") set forth in Section 7.3 of
the Summary,  unless this Lease is sooner terminated as hereinafter provided. In
the  event  that  the  Commencement  Date is a date  which  is  other  than  the
anticipated  Commencement  Date set forth in  Section  7.2(ii)  of the  Summary,
within a reasonable period of time after the date Tenant takes possession of the
Leased  Premises  Landlord  shall deliver to Tenant an Amendment to Lease in the
form attached hereto as EXHIBIT D, setting forth the  Commencement  Date and the
Expiration  Date, and Tenant shall execute and return such Amendment to Lease to
Landlord within five (5) days after Tenant's receipt thereof.  In the event that
Landlord does not deliver such  Amendment to Lease to Tenant,  the  Commencement
Date  shall be  deemed  to be the  anticipated  Commencement  Date set  forth in
Section 7.2(ii) of the Summary.
                                      -3-
<PAGE>

                  2.2      EARLY  POSSESSION.  Prior to the  Commencement  Date,
Tenant  shall have the right to enter the  Leased  Premises  for the  purpose of
completing  alterations to the Leased Premises, and Tenant agrees to observe and
perform all the provisions of this Lease with respect to such early entry except
those which require  payment of Rent;  provided,  however,  if Tenant  commences
business in any part of the Leased Premises prior to the scheduled  commencement
of the Lease  Term,  the Lease Term shall  commence  upon such  commencement  of
business operations as set forth in Section 7.2 of the Summary.

                  3.       RENT.

                  3.1      BASE RENT.  Tenant agrees to pay  Landlord,  promptly
when due,  without  notice or demand  and  without  deduction  or set-off of any
amount for any reason  whatsoever,  as "BASE RENT" for the Leased Premises,  the
annual amounts set forth in Section 8 of the Summary,  which shall be payable in
the  monthly  installment  amounts set forth in Section 8 of the  Summary.  Said
monthly installments of Base Rent shall be payable in advance on the first (1st)
day of each calendar  month during the Lease Term.  Notwithstanding  anything to
the contrary  contained herein and provided that Tenant faithfully  performs all
of the terms and  conditions  of this  Lease,  Landlord  hereby  agrees to abate
Tenant's  obligation to pay Tenant's  monthly Base Rent (the "ABATED  RENT") for
the first six (6) full months of the Lease Term (the "ABATEMENT PERIOD"),  which
total amount of Abated Rent is $75,625.02 (I.E., 6 months x $12,604.17 per month
= $75,625.02).  During the Abatement Period, Tenant shall remain responsible for
the payment of all of its other monetary  obligations  under this Lease.  In the
event of a default by Tenant under the terms of this Lease that results in early
termination  pursuant to the  provisions of Article 16 of this Lease,  then as a
part of the  recovery set forth in Article 16 of this Lease,  Landlord  shall be
entitled to recover the unamortized portion of the Abated Rent.

                  3.2      ADJUSTMENT OF RENT ON COMMENCEMENT OR EXPIRATION.  In
the event the Lease  Term  commences  or  expires  on a day other than the first
(1st) day of a calendar  month,  Tenant shall pay to Landlord on the first (1st)
day of the Lease Term, or on the first (1st) day of the month in which the Lease
Term expires,  a sum  determined by  multiplying  one-thirtieth  (1/30th) of the
monthly  installment  of Base Rent by the  number of days in the first  (1st) or
last calendar month of the Lease Term.

                  3.3      OPERATING  EXPENSES.  In  addition to paying the Base
Rent specified in Section 3.1 above, Tenant agrees to pay Landlord as additional
rent  "Tenant's  Share" of "Operating  Expenses",  as those terms are defined in
Sections 6.1 and 6.2 below.

                  3.4      PLACE  OF  PAYMENT.  Base  Rent,  Tenant's  Share  of
Operating  Expenses  and all other sums or charges  required by this Lease to be
paid by  Tenant to  Landlord,  all of which are  herein  sometimes  collectively
referred  to as  "RENT,"  shall be paid at the office of  Landlord  as set forth
herein,  or at such other place as Landlord may from time to time designate,  in
lawful money of the United States.

                  4.       SECURITY DEPOSIT.

                  Concurrently  with  Tenant's  execution of this Lease,  Tenant
shall deposit with Landlord a security  deposit (the "SECURITY  DEPOSIT") in the
amount set forth in Section 9 of the  Summary to be held by Landlord as security
for the faithful performance of every provision of this Lease to be performed by
Tenant.  If  Tenant  defaults  with  respect  to any  provision  of this  Lease,
including  but not  limited to the  provisions  relating to the payment of Rent,
Landlord may (but shall not be required to) use, apply or retain all or any part
of the Security Deposit for the payment of 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 the Security Deposit is so used or applied,  Tenant shall, within ten
(10) 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 deemed a  material  breach of this  Lease.  Except as
required by applicable law,  Landlord shall not be required to keep the Security
Deposit  separate  from its  general  funds and Tenant  shall not be entitled to
interest on the Security 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  Tenant's  assignee)  at the
expiration  of the Lease Term and after Tenant has vacated the Leased  Premises;
however,  in no event  shall  Landlord  be under any  obligation  to return  the
Security Deposit earlier than thirty (30) days after the expiration of the Lease
Term.

                  5.       USE.

                  5.1      PERMITTED USE.  Tenant shall use the Leased  Premises
solely for general office and data center use  consistent  with the character of
the Project as a first-class  office building project,  and shall not permit the
Leased  Premises to be used for any other  purpose.


                                      -4-
<PAGE>

                  5.2      COMPLIANCE WITH LAWS.  Tenant shall, at its sole cost
and expense,  promptly comply with all applicable  laws,  statutes,  ordinances,
rules,  regulations,  orders  and  requirements,  and  all  recorded  covenants,
conditions and restrictions  (collectively,  "APPLICABLE LAWS") in effect during
the  Lease  Term or any  part of the  Lease  Term  hereof,  regulating  Tenant's
particular  use or  occupancy  of the Leased  Premises or  imposing  any duty on
Landlord  or Tenant with regard  thereto or with regard to  alteration  thereof,
including the requirements of federal,  state, county and municipal  authorities
now in force or which  may  hereinafter  be in  force.  Tenant  shall not use or
permit the use of the  Leased  Premises  in any manner  which may tend to create
waste or a nuisance; nor which may tend to obstruct or interfere with the rights
of other tenants of the Project or injure or annoy them.

                  5.3      INSURANCE CANCELLATION. Tenant shall not do or permit
anything  to be  done on or  about  the  Leased  Premises  which  may in any way
increase  the existing  rate of any  insurance  policy  covering the Building or
Project  or any of its  contents  or cause  cancellation  of any such  insurance
policy.

                  5.4      LANDLORD'S  RULES  AND   REGULATIONS.   Tenant  shall
observe  and comply  with the Rules and  Regulations  which are in effect on the
date  hereof,  as set  forth in the  attached  EXHIBIT  C,  and such  reasonable
amendments  and additions  thereto as Landlord may from time to time  promulgate
and enforce on a non-discriminatory  basis. Landlord shall not be responsible to
Tenant  for the  non-performance  of said  rules  and  regulations  by any other
tenants of the Project.  Tenant shall not use or allow another  person or entity
to use  any  part  of the  Leased  Premises  for the  storage,  use,  treatment,
manufacture or sale of "Hazardous  Material," as that term is defined herein. As
used  herein,  the  term  "HAZARDOUS  MATERIAL"  means  any  hazardous  or toxic
substance, material or waste which is or becomes regulated by Environmental Laws
(as such term is defined in Section 5.5 below).

                  5.5      LANDLORD'S    REPRESENTATION    REGARDING   HAZARDOUS
MATERIALS.  Tenant  acknowledges  that  Landlord has made no  representation  or
warranty  regarding  the  condition  of the Leased  Premises,  the  Building  or
Project,  except as specifically  set forth in this Lease.  Notwithstanding  the
foregoing,  Landlord hereby represents and warrants to Tenant that to Landlord's
"actual  knowledge"  (as such term is defined  below in this Section 5.5), as of
the date of  execution  of this Lease,  and based  solely  upon the  information
contained  in the  Environmental  Report (as such term is defined  below in this
Section  5.5),  copies of which have been  delivered by Landlord to Tenant,  the
Project does not contain any  Hazardous  Materials  in  violation of  applicable
Environmental  Laws (as such  term is  defined  below  in this  Section  5.5) in
existence as of the date of execution of this Lease,  except as described in the
Environmental  Report.  Landlord shall, at its expense (which may be included in
Operating  Expenses  to the extent  permitted  in Article 6 below),  observe and
comply with all  applicable  Environmental  Laws in connection  with  Landlord's
activities in or on the Project, and in connection  therewith,  Landlord,  shall
not cause any Hazardous Materials to be brought upon, kept or used in connection
with the Project by Landlord,  its agents,  employees or contractors in a manner
or for a purpose  prohibited  by any  Environmental  Laws in existence as of the
date such  Hazardous  Material  is  brought  upon,  kept or used.  In  addition,
Landlord shall defend,  reimburse, and hold Tenant harmless from and against the
cost of remediation of any Hazardous  Materials to the extent (A) existing in or
on the Project prior to the date of this Lease  (including the period  following
the date of the Environmental  Report until the date of this Lease) in violation
of  applicable  Environmental  Laws at  such  time  (including  as a  result  of
Landlord's  utilization thereof in connection with the original  construction of
the   Building),   and/or  (B)   resulting   from   Landlord's   breach  of  its
representations  and/or covenants in this Section 5.5, and/or (C) resulting from
Landlord or  Landlord's  agents,  employees or  contractors  or other tenants or
occupants of the Project (excluding Tenant, the Tenant Parties and any assignee,
sublessee,  licensee or invitee of Tenant)  bringing upon,  keeping or using any
Hazardous  Material  in  connection  with the  Project  in any manner or for any
purpose  prohibited by any  Environmental  Laws in existence as of the date such
Hazardous  Material is brought  upon,  kept or used by  Landlord  or  Landlord's
agents,  employees or contractors.  For purposes hereof,  "COSTS OF REMEDIATION"
shall mean the costs  associated with the  investigation,  assessment,  testing,
monitoring,   containment,   removal,  remediation,   response,  cleanup  and/or
abatement of any release or threatened  release of any such Hazardous  Materials
described in the immediately  preceding  sentence as is necessary to comply with
any applicable  Environmental Laws including  reasonable  attorneys' fees and/or
expert costs.  The phrase  "RELEASE OR THREATENED  RELEASE"  shall mean, for the
purposes of this definition, the spill, emission,  leaking, pumping,  injection,
deposit,  disposal,  discharge,  dispersal,  leaching or  migration  of any such
Hazardous Materials into the indoor or outdoor environment or into or out of any
portion of the Project.  As used in this Lease,  the term  "Environmental  Laws"
shall mean and include any  federal,  state or local law,  rule,  regulation  or
ordinance relating to pollution or the protection or regulation of human health,
natural resources or the environment  (collectively,  "ENVIRONMENTAL  LAWS"). As
used  in this  Section  5.5,  the  term  "ENVIRONMENTAL  REPORT"  refers  to the
following report: Phase I Environmental Report and Site Assessment,  prepared by
Brown & Caldwell  and dated  April  1999.  As used  herein,  the phrase  "ACTUAL
KNOWLEDGE"  shall  mean the actual  knowledge  of Peter  Llorente,  ("LANDLORD'S
REPRESENTATIVE"),  without  investigation or inquiry or duty of investigation or
inquiry. Landlord's Representative is making such representation and warranty on
behalf of  Landlord  and not in such  person's  individual  capacity  and,  as a
result,  Landlord  (and not such  individual)  shall be liable in the event of a
breach of this representation.

                                      -5-
<PAGE>

                  6.       OPERATING EXPENSES.

                  6.1      TENANT'S  OBLIGATIONS.  In  addition to the Base Rent
provided  hereinabove,  for each Expense Year during the Lease Term Tenant shall
pay to Landlord Tenant's Share of Operating Expenses allocated to the tenants of
the Building  (pursuant to Section 6.2.2.7 below) which are incurred by Landlord
on account of operation and maintenance of the Project during such Expense Year.
For purposes  hereof,  "TENANT'S  SHARE" shall mean the  percentage set forth in
Section 11 of the Summary which was  calculated by dividing the Rentable Area of
the  Leased  Premises  set forth in  Section  6.1 of the  Summary,  by the total
Rentable  Area  within the  Building  set forth in  Section  11 of the  Summary.
Landlord  reserves the right,  in its sole  discretion,  to increase or decrease
from time to time the total Rentable Area of the Building based upon  Landlord's
standard Rentable Area measurement  standards used for the Building as set forth
in Section  1.2 of this  Lease.  In the event  either the  Rentable  Area of the
Premises  and/or the total  Rentable  Area of the Building is changed,  Tenant's
Share shall be appropriately adjusted, and, as to the Expense Year in which such
change occurs,  Tenant's Share for such year shall be determined on the basis of
the number of days during such Expense Year that each such Tenant's Share was in
effect.

                  6.2      DEFINITIONS.

                  6.2.1    "EXPENSE  YEAR" shall mean each  calendar year during
the Lease Term (or partial  calendar year if the Lease Term commences or ends on
other  than the  first  [1st] or last day of a  calendar  year);  provided  that
Landlord,  upon notice to Tenant,  may change the Expense Year from time to time
to any other twelve (12) consecutive-month period, and, in the event of any such
change, Tenant's Share of Operating Expenses shall be equitably adjusted for any
Expense Year involved in any such change.

                  6.2.2    "OPERATING   EXPENSES",   for  purposes  hereof,  are
intended to be inclusive of all costs of operating and  maintaining the Project,
except franchise,  estate,  inheritance,  net income, gift, corporate and excess
profit  taxes of  Landlord,  interest on and capital  retirement  of  Landlord's
mortgage  loans,  and costs  charged by Landlord  directly  to specific  tenants
(including any utilities  separately  metered and charged to specific  tenants).
Landlord agrees to make reasonable  efforts to minimize  operating costs insofar
as such  efforts  are not  inconsistent  with  Landlord's  intent to operate and
maintain the Project in the first-class manner.  Operating Expenses may include,
but shall not be limited to the following:

                  6.2.2.1  "TAX EXPENSES", which for purposes hereof shall mean,
collectively,  any and all general and special  taxes and  impositions  of every
kind and nature whatsoever levied, assessed, or imposed upon, or with respect to
the Project, any leasehold improvements, fixtures, installations, additions, and
equipment,  whether  owned by  Landlord  or Tenant,  or either  because of or in
connection  with  Landlord's  ownership,  leasing and  operation of the Project,
including, without limitation, real estate taxes, personal property taxes, sewer
rents, water rents, general or special assessments,  duties or levies charged or
levied upon or assessed  against  the  Project  and related  personal  property,
transit  taxes,  all costs and expenses  (including  legal fees and court costs)
charged  for the  protest or  reduction  of  property  taxes or  assessments  in
connection  with the  Project,  or any tax or  excise  on rent or any  other tax
(however  described) on account of rental  received for use and occupancy of any
or all of the Project  (except  Landlord's net income  taxes),  whether any such
taxes are imposed by the United  States,  the State of  Colorado,  the County of
Boulder,  or any local governmental  municipality,  authority,  or agency or any
political subdivision of any thereof.

                  6.2.2.2  All costs and  expenses to  Landlord  in  maintaining
fire and extended coverage insurance,  property damage,  liability and rent loss
insurance and any other  insurance  maintained by Landlord  covering the use and
operation of the Project which is customary in  comparable  projects in the area
or which is reasonably deemed prudent by Landlord.

                  6.2.2.3  All costs and expenses of  repairing,  operating  and
maintaining  the  heating,  ventilating  and  air  conditioning  system  for the
Project,  including the cost of all utilities required in the operation thereof,
except those paid  directly by tenants of the Project and  including the cost of
replacements  of equipment used in connection  with such repair and  maintenance
work and all costs and expenses  incurred in making  alterations or additions to
the heating,  ventilating  and air  conditioning  system in order to comply with
governmental rules, regulations and statutes.

                  6.2.2.4  The  costs of  capital  improvements  and  structural
repairs  and  replacements  made in or to the  Project  in order to  conform  to
changes subsequent to completion of the original  construction of the Project in
any  applicable  laws,   ordinances,   rules,   regulations  or  orders  of  any
governmental  or  quasi-governmental  authority  having  jurisdiction  over  the
Project (herein  "REQUIRED CAPITAL  IMPROVEMENTS")  and the costs of any capital
improvements  and  structural  repairs and  replacements  designed  primarily to
reduce  Operating  Expenses  or to  reduce  the rate of  increase  in  Operating
Expenses  (herein "COST SAVINGS  IMPROVEMENTS").  The  expenditures for Required
Capital  Improvements  and Cost  Savings  Improvements  shall be  reimbursed  to
Landlord in equal installments over the useful life of such capital  improvement
or  structural  repair or  replacement  (as  reasonably  determined by Landlord)
together with interest on the balance of the unreimbursed  expenditure at a rate
equal to the floating  commercial  loan rate  announced  from time to time by US
Bank, a national banking association,  or its successor, as its prime rate, plus
2% per annum (the "PRIME  RATE") which is in effect on the date the  expenditure
was incurred by Landlord; provided, however, the amount to be reimbursed for any
Cost  Savings  Improvements  shall  be  limited  in any  year  to the  estimated
reduction or estimated savings in Operating Expenses as a result thereof.

                                      -6-
<PAGE>

                  6.2.2.5  All  costs  and  expenses  incurred  by  Landlord  in
providing  standard services and utilities to tenants of the Project,  including
office janitorial services,  window washing and utilities not separately metered
and not charged by Landlord directly to specific tenants; together with the cost
of replacement of  non-building  standard  electric light bulbs and  fluorescent
tubes and ballasts, which Landlord shall have the exclusive right to provide and
install.

                  6.2.2.6  All  costs  and  expenses  incurred  by  Landlord  in
operating,  managing,  repairing and maintaining the Project, including all sums
expended  in  connection  with the  Common  Areas for  general  maintenance  and
repairs, resurfacing,  painting,  restriping,  cleaning, sweeping and janitorial
services,  window  washing,  maintenance  and  repair of  elevators,  stairways,
sidewalks, curbs and Building and Project signs, sprinkler systems, planting and
landscaping,  lighting and other  utilities,  maintenance and repair of any fire
protection  systems,  automatic sprinkler systems,  lighting systems,  emergency
back-up utility  systems,  storm drainage systems and any other utility systems,
personnel to implement  such  services  and to police the Common  Areas,  rental
and/or  depreciation  of machinery and equipment  used in such  maintenance  and
services, police and fire protection services, trash removal services, all costs
and expenses  pertaining to snow and ice removal,  security systems,  utilities,
premiums and other costs for workers' compensation insurance, wages, withholding
taxes,  social  security  taxes,  personal  property  taxes,  fees for  required
licenses and permits, supplies, and charges for management of the Project. Costs
and  expenses  incurred  by  Landlord  in  operating,  managing,  repairing  and
maintaining  the  Project  which are  incurred  exclusively  for the  benefit of
specific  tenants  of the  Project  will be billed  accordingly  and will not be
included within the general Operating  Expenses.  If the Building,  the Adjacent
Buildings and/or other office buildings  located in the Project are not at least
ninety-five percent (95%) occupied during all or a portion of any calendar year,
Landlord  shall make an  appropriate  adjustment  to the variable  components of
Operating Expenses for such year or applicable portion thereof,  employing sound
accounting  and  management  principles,  to  determine  the amount of Operating
Expenses that would have been paid had such buildings been at least  ninety-five
percent (95%)  occupied;  and the amount so  determined  shall be deemed to have
been the amount of  Operating  Expenses  for such year,  or  applicable  portion
thereof.

                  6.2.2.7  The parties  acknowledge that the Building is part of
a multi-building project, and that the costs and expenses incurred in connection
with the Project (i.e., the Operating  Expenses) are determined annually for the
Project as a whole but then  allocated by Landlord  among (i) the tenants of the
Building,  (ii) the tenants of the  Adjacent  Buildings  and,  (iii) if and when
other buildings are  constructed on the Real Property and are in operation,  the
tenants of such other  buildings,  for  purposes of  determining  such  tenants'
shares of Operating  Expenses.  In making such allocation of Operating  Expenses
for purposes of  determining  Tenant's  Share of Operating  Expenses,  Operating
Expenses  shall be  allocated  as  follows:  the portion of  Operating  Expenses
allocated  to the tenants of the  Building  shall  consist of (A) all  Operating
Expenses attributable solely to the Building and (B) an equitable portion of the
Operating  Expenses  attributable to the Project as a whole and not attributable
solely to the Building or to any other  buildings of the Project.  Additionally,
Landlord shall have the right, from time to time, to equitably  allocate some or
all of the Operating Expenses among different tenants and/or different buildings
of the Project (the "COST POOLS"). Such cost pools may include, but shall not be
limited to, the office space tenants and the retail space tenants of the Project
or a building or buildings in the Project.

                  6.3      CALCULATION AND PAYMENT OF OPERATING EXPENSES.

                  6.3.1    STATEMENT OF ESTIMATED OPERATING  EXPENSES.  Prior to
that date  which is thirty  (30)  days  prior to the first day of a new  Expense
Year, Landlord shall endeavor to give Tenant a yearly expense estimate statement
(the "ESTIMATE  STATEMENT") which shall set forth Landlord's reasonable estimate
(the  "ESTIMATE")  of what the total  amount of  Operating  Expenses for the new
Expense  Year shall be. The failure of Landlord to timely  furnish the  Estimate
Statement for any Expense Year shall not preclude  Landlord  from  enforcing its
rights under this Article 6. Tenant  shall pay Tenant's  Share of the  Estimated
Expenses (defined below) with installments of Base Rent in monthly  installments
of one-twelfth  (1/12th)  thereof on the first day of each calendar month during
such year.  "ESTIMATED  EXPENSES" for any particular  year shall mean Landlord's
estimate of Operating  Expenses  for a calendar  year.  If at any time  Landlord
determines that Operating Expenses are projected to vary from the then Estimated
Expenses, Landlord may, by notice to Tenant, revise such Estimated Expenses, and
Tenant's  monthly  installments for the remainder of such year shall be adjusted
so that by the end of such  calendar  year Tenant has paid to Landlord  Tenant's
Share of the revised  Estimated  Expenses  for such year.  Until a new  Estimate
Statement is  furnished,  Tenant  shall pay monthly,  with the monthly Base Rent
installments,  an amount equal to  one-twelfth  (1/12) of Tenant's  Share of the
Estimated  Expenses set forth in the previous  Estimate  Statement  delivered by
Landlord to Tenant.

                                      -7-
<PAGE>

                  6.3.2    PAYMENT. Landlord shall endeavor to give to Tenant on
or before  the first day of April  following  the end of each  Expense  Year,  a
statement (the "STATEMENT") which shall state the Operating Expenses incurred or
accrued for such preceding Expense Year ("ACTUAL  EXPENSES"),  and the amount of
the Estimated  Expenses paid by Tenant for such preceding Expense Year and shall
indicate the amount,  if any, of the difference  between the Actual Expenses and
the  Estimated  Expenses  (the  "EXCESS") for such Expense Year. If an Excess is
present,  Tenant  shall  pay,  within  twenty  (20) days  after  receipt of said
Statement, the full amount of the Excess for such Expense Year. If any Statement
reflects that Tenant has overpaid Tenant's Share of Operating  Expenses for such
Expense Year,  Landlord shall credit Tenant the amount of the overpayment toward
Tenant's next rent  payment(s) due under this Lease.  The failure of Landlord to
timely  furnish the Statement for any Expense Year shall not prejudice  Landlord
from  enforcing  its rights under this Article 6. Even though the Lease Term has
expired and Tenant has vacated the  Premises,  when the final  determination  is
made of the Direct Expenses for the Expense Year in which this Lease terminates,
Tenant  shall pay to Landlord  the amount by which the Direct  Expenses for such
Expense  Year exceeds the  Estimated  Expense  payments  made by Tenant for such
Expense Year, or Landlord shall reimburse to Tenant any overpayment of Estimated
Expense  payments  made by Tenant  for any such  Expense  Year if such  payments
exceed the amount of Direct  Expenses for such Expense Year, as the case may be;
such payment by Landlord or Tenant,  as applicable,  shall be made within thirty
(30) days  after the  Statement  for such final  Expense  Year is  delivered  by
Landlord to Tenant.  The  provisions  of this  Section  6.3.2 shall  survive the
expiration or earlier termination of the Lease Term.

                  7.       UTILITIES AND SERVICES.

                  7.1      STANDARD TENANT SERVICES.  Landlord shall provide the
following  services on all days during the Lease Term,  unless  otherwise stated
below.

                  7.1.1    Subject to reasonable changes implemented by Landlord
and to all governmental  rules,  regulations and guidelines  applicable thereto,
Landlord shall provide  heating and air  conditioning  when necessary for normal
comfort  for normal  office  use in the Leased  Premises,  from  Monday  through
Friday,  during the period from 6:00 a.m. to 6:00 p.m.,  and on Saturday  during
the period from 8:00 a.m. to 3:00 p.m.,  except for the date of  observation  of
New Year's Day,  Presidents'  Day,  Memorial Day,  Independence  Day, Labor Day,
Thanksgiving  Day,  Christmas  Day and other  locally or  nationally  recognized
holidays (collectively, the "HOLIDAYS").

                  7.1.2    Landlord shall provide adequate electrical wiring and
facilities  and  power for  normal  general  office  use for  Building  standard
lighting and standard office equipment, as determined by Landlord.  Tenant shall
bear the cost of  replacement  of  non-Building  standard  lamps,  starters  and
ballasts for lighting fixtures within the Leased Premises.

                  7.1.3    Landlord  shall  provide  city water from the regular
Building outlets for drinking, lavatory and toilet purposes.

                  7.1.4    Landlord shall provide  janitorial  services five (5)
days per week, except the date of observation of the Holidays,  in and about the
Leased  Premises and window washing  services in a manner  consistent with other
comparable buildings in the vicinity of the Building.

                  7.1.5    Except  when  repairs or  inspections  are being made
thereto,  and subject to such rules and  regulations  as established by Landlord
from time to time,  Landlord  shall  provide  nonexclusive  automatic  passenger
elevator service for use by Tenant, its customers and employees at all times.

                  7.2      OVERSTANDARD  TENANT USE.  Tenant shall not,  without
Landlord's prior written consent, use heat-generating  machines,  machines other
than normal  fractional  horsepower  office  machines,  or equipment or lighting
other than building standard lights in the Leased Premises, which may affect the
temperature  otherwise maintained by the air conditioning system or increase the
water  normally  furnished for the Leased  Premises by Landlord  pursuant to the
terms of Section 7.1 of this Lease.  If such  consent is given,  Landlord  shall
have  the  right  to  install  supplementary  air  conditioning  units  or other
facilities  in  the  Leased  Premises,  including  supplementary  or  additional
metering  devices,  and the cost thereof,  including  the cost of  installation,
operation and  maintenance,  increased  wear and tear on existing  equipment and
other  similar  charges,  shall be paid by Tenant to  Landlord  upon  billing by
Landlord.  If Tenant  uses water or heat or air  conditioning  in excess of that
supplied  by Landlord  pursuant  to Section  7.1 of this  Lease,  or if Tenant's
consumption  of  electricity  shall  exceed three (3) watts  connected  load per
square  foot of usable  area of the Leased  Premises,  calculated  on an monthly
basis for the hours  described  in  Section  7.1.1  above,  Tenant  shall pay to
Landlord,  upon billing,  the cost of such excess  consumption,  the cost of the
installation,  operation,  and  maintenance  of equipment  which is installed in
order to supply such excess consumption,  and the cost of the increased wear and
tear on existing equipment caused by such excess  consumption;  and Landlord may
install  devices to separately  meter any increased use and in such event Tenant
shall pay the increased cost directly to Landlord, on demand, including the cost
of such additional metering devices. If Tenant desires to use heat,  ventilation
or air  conditioning  during  hours  other  than  those  for which  Landlord  is
obligated to supply such utilities  pursuant to the terms of Section 7.1 of this
Lease, Tenant shall give Landlord such prior notice, as Landlord shall from time
to time  establish as  appropriate,  of Tenant's  desired use and Landlord shall
supply such  utilities to Tenant at such hourly cost to Tenant as Landlord shall
from time to time establish.  Amounts payable by Tenant to Landlord for such use
of additional  utilities shall be deemed  additional rent hereunder and shall be
billed on a monthly basis.

                                      -8-
<PAGE>
                  7.3      SEPARATE  METERING.   Notwithstanding  the  foregoing
provisions of this Section 7 to the contrary,  Landlord  shall have the right to
cause, at Tenant's expense, which expense may be deducted from the Refurbishment
Allowance  provided by Landlord in Section  9.5 below,  all  electricity,  water
and/or  other  utilities  to be  separately  metered  for the  Leased  Premises,
including supplementary or additional metering devices, and Tenant shall pay for
the cost of all such  utilities  so  separately  metered,  or which  are  billed
directly to Tenant, within ten (10) days after invoice, in which event Operating
Expenses for each  Expense  Year shall be equitably  reduced to exclude all such
utilities  provided  to  Tenant  and other  tenants  in the  Building.  Landlord
estimates that the cost of installing the  supplementary or additional  metering
devices to separately meter the data center portion of the Leased Premises to be
approximately $2,500.00.

                  7.4      ADDITIONAL  SERVICES.  Landlord  shall  also have the
exclusive  right,  but not the  obligation,  to provide any additional  services
which may be required by Tenant,  including,  without limitation,  locksmithing,
non-Building  standard  lamp  replacement,  additional  janitorial  service  and
additional  repairs and maintenance,  provided that Tenant shall pay to Landlord
upon billing,  the sum of all costs to Landlord of such additional services plus
an  administration  fee. Charges for any service for which Tenant is required to
pay from time to time hereunder,  shall be deemed  additional rent hereunder and
shall be billed on a monthly basis.

                  7.5      INTERRUPTION  OF  SERVICES.  Landlord  shall  not  be
liable  for any  damage,  loss or  expense  incurred  by Tenant by reason of any
interruption  or failure of the utilities  and  services.  Landlord may, upon at
least  forty-eight  (48) hours' prior  written  notice to Tenant  (except in the
event of an emergency),  cut off and discontinue utilities and service when such
discontinuance  is necessary in order to make repairs or alterations;  provided,
however,  Landlord shall provide Tenant with five (5) days' prior written notice
with respect to any scheduled (non-emergency)  interruption of utilities serving
the Data Center portion of the Premises. No such action shall be construed as an
eviction or  disturbance of possession by Landlord or relieve Tenant from paying
Rent or performing any of its obligations under this Lease.

                  8.       MAINTENANCE, REPAIRS AND ALTERATIONS.

                  8.1      TENANT'S   REPAIRS.   Subject  to  Landlord's  repair
obligations in Section 8.2 below,  Tenant shall,  at Tenant's own expense,  keep
the Leased  Premises,  including  all  improvements,  fixtures  and  furnishings
therein, in good order, repair and condition at all times during the Lease Term.
In addition, Tenant shall, at Tenant's own expense but under the supervision and
subject to the prior approval of Landlord,  and within any reasonable  period of
time  specified by Landlord,  promptly and  adequately  repair all damage to the
Leased  Premises  and  replace or repair  all  damaged  or broken  fixtures  and
appurtenances;  provided however, that, at Landlord's option, or if Tenant fails
to make such  repairs,  Landlord  may,  but need  not,  make  such  repairs  and
replacements,  and Tenant  shall pay  Landlord  the cost  thereof,  including  a
percentage  of the cost  thereof (to be uniformly  established  for the Project)
sufficient to reimburse Landlord for all overhead, general conditions,  fees and
other costs or expenses  arising from Landlord's  involvement  with such repairs
and replacements  forthwith upon being billed for same.  Landlord may, but shall
not be required to, enter the Leased  Premises at all  reasonable  times to make
such repairs, alterations,  improvements and additions to the Leased Premises or
at the Building or to any  equipment  located in the Building as Landlord  shall
desire or deem necessary or as Landlord may be required to do by governmental or
quasi-governmental authority or court order or decree.

                  8.2      LANDLORD'S REPAIRS. Anything contained in Section 8.1
above to the contrary  notwithstanding,  Landlord  shall repair and maintain the
structural  portions of the  Building,  including the basic  plumbing,  heating,
ventilating,  air conditioning and electrical  systems installed or furnished by
Landlord (but not including any non-base building facilities  installed by or on
behalf of Tenant); provided, however, to the extent such maintenance and repairs
are caused in part or in whole by the act, neglect,  fault of or omission of any
duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to
Landlord  as  additional  rent,  the  reasonable  cost of such  maintenance  and
repairs.  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  time  after  written  notice  of  the  need  of  such  repairs  or
maintenance is given to Landlord by Tenant.  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  Project,  Building  or the  Leased
Premises or in or to  fixtures,  appurtenances  and  equipment  therein.  Tenant
hereby waives and releases any right to make repairs at Landlord's expense under
any law, statute or ordinance now or hereafter in effect.

                  8.3      NOTIFICATION  TO LANDLORD.  Tenant agrees to promptly
notify  Landlord  or its  representative  of any  accidents  or  defects  in the
Building or Project of which Tenant becomes aware,  including  defects in pipes,
electrical wiring and HVAC equipment. In addition, Tenant shall provide Landlord
with prompt  notification  of any matter or condition  which may cause injury or
damage to the Building or the Project or any person or property therein.

                  8.4      CONDITION   UPON   EXPIRATION  OF  LEASE.   Upon  the
expiration of the Lease Term, or any sooner  termination of this Lease,  subject
to  Section  9.2  below,  Tenant  shall  remove  all  of its  personal  property
including,  without  limitation,  any wiring or cabling  installed in the Leased
Premises on or behalf of Tenant,  and any alterations and improvements  required
to be removed and surrender the Leased Premises in good condition, ordinary wear
and tear excepted. Tenant shall repair, at its expense, any damage to the Leased
Premises  occasioned by its removal of any article of personal  property,  trade
fixtures,  furnishings,  signs,  and  improvements  including but not limited to
repairing the floor, patching holes and painting walls.

                  9.       ALTERATIONS AND ADDITIONS.

                                      -9-
<PAGE>
                  9.1      LANDLORD'S  CONSENT  REQUIRED.  Tenant shall not make
any  alterations  or additions  to the Leased  Premises  (sometimes  referred to
herein collectively as "ALTERATIONS") without first procuring Landlord's written
consent, which consent shall not be unreasonably withheld. In no event, however,
shall  Tenant  alter the  exterior of the Leased  Premises or make any change or
alteration  which would impair the  structural  soundness of the Building.  Upon
obtaining  such consent,  Tenant shall cause the work to be done promptly and in
good and workmanlike  manner and in accordance with the plans and specifications
submitted to and approved by Landlord.  Landlord's consent notwithstanding,  all
work  shall be  performed  in  accordance  with  applicable  building  codes and
governmental regulations.  All work done and materials supplied shall be done or
supplied only by contractors  approved by Landlord,  and Landlord shall have the
right to grant such approval  conditionally or to withdraw the same at any time.
Landlord's  approval  thereunder shall create no  responsibility or liability on
the part of Landlord for the  completeness,  design,  sufficiency  or compliance
with all laws,  rules and  regulations of  governmental  agencies or authorities
regarding the alterations.

                  9.2      SURRENDER  AT END OF TERM.  Any  Alterations  made by
Tenant on the Leased  Premises,  except Tenant's trade  fixtures,  shall at once
when made become  property of Landlord and remain upon and be  surrendered  with
the Leased  Premises at the  expiration  of the Lease Term;  provided,  however,
Landlord may, by written notice delivered to Tenant concurrently with Landlord's
approval of the final  working  drawings  for any  Alterations,  identify  those
Alterations  which  Landlord will require  Tenant to remove at the expiration or
earlier  termination  of this Lease.  Landlord may also require Tenant to remove
Alterations  which Landlord did not have the  opportunity to approve as provided
in  Section  9.1  above.  If  Landlord   requires  Tenant  to  remove  any  such
Alterations,  Tenant,  at its sole  cost  and  expense,  agrees  to  remove  the
identified  Alterations  on or before the  expiration or earlier  termination of
this  Lease and repair any damage to the  Premises  caused by such  removal.  If
Tenant fails to complete such removal  and/or to repair any damage caused by the
removal of any  Alterations,  Landlord may do so and may charge the cost thereof
to Tenant.

                  9.3      PAYMENT FOR WORK. All costs of any such work shall be
paid  promptly  by Tenant  so as to avoid the  assertion  of any  mechanic's  or
materialman's lien. Tenant shall discharge, by bonding,  payment or other means,
any  mechanic's  lien filed  against the Leased  Premises,  the  Building or the
Project within thirty (30) days after the receipt of notice  thereof,  and shall
promptly  inform  Landlord  of any such  notice.  If the lien is not  discharged
within said thirty (30) day period,  Landlord shall have the right,  but not the
obligation,  to discharge  said lien by payment,  bonding or otherwise,  and the
costs and  expenses to Landlord of  obtaining  such  discharge  shall be paid to
Landlord by Tenant on demand as  additional  rent.  Whether or not Tenant orders
any work  directly  from  Landlord,  Tenant  shall pay to Landlord a  reasonable
percentage  of the cost of such work (such  reasonable  percentage,  which shall
vary  depending  upon  whether  or not  Tenant  orders  the work  directly  from
Landlord,  to be  established  on a uniform basis for the Building,  shall in no
event  exceed  ten  percent  (10%)  of the  cost of  such  work)  sufficient  to
compensate Landlord for all overhead,  general conditions,  fees and other costs
and expenses arising from Landlord's  involvement with such work.

                  9.4      PROTECTION  AGAINST  LIENS.  At  least  five (5) days
prior to the  commencement  of any work on the  Leased  Premises,  Tenant  shall
notify  Landlord of the names and addresses of the persons  supplying  labor and
materials for the proposed  work so Landlord may avail itself of the  provisions
of statutes such as Section 38-22-105 of the Colorado Revised  Statutes.  During
the  progress  of  any  such  work  on  the  Leased  Premises,  Landlord  or its
representatives  shall have the right to go upon and inspect the Leased Premises
at all  reasonable  times,  and  shall  have the  right to post and keep  posted
thereon  notices such as those provided for by CRS Section  38-22-105 or to take
any further  action which  Landlord may deem to be proper for the  protection of
Landlord's interest in the Leased Premises.

                  9.5      REFURBISHMENT  ALLOWANCE.  At  any  time  during  the
period (the "REFURBISHMENT  ALLOWANCE AVAILABILITY PERIOD") commencing as of the
date of execution of this Lease and continuing until the last day of the twelfth
(12th) month of the Lease Term, and provided Tenant is not then in default under
this Lease, Tenant shall be entitled to a one-time refurbishment  allowance (the
"REFURBISHMENT  ALLOWANCE"),  in an  amount  up to,  but not  exceeding,  Thirty
Thousand Dollars ($30,000.00),  to pay for the costs actually incurred by Tenant
relating to alterations  and  refurbishment  of the  improvements  in the Leased
Premises,   which  shall  be   permanently   affixed  to  the  Leased   Premises
(collectively, the "REFURBISHING WORK"). In no event shall Landlord be obligated
to make  disbursements  pursuant  to this  Section 9.5 in a total  amount  which
exceeds the Refurbishment Allowance or after the expiration of the Refurbishment
Allowance   Availability  Period.  The  construction  and  installation  of  the
Refurbishing  Work  shall be made in  accordance  with the terms of Article 9 of
this Lease.  Disbursements  from the Refurbishment  Allowance shall be made once
per month on a progress  payment  basis as costs are  incurred by Tenant for the
Refurbishing  Work, and within thirty (30) days following  Tenant's  delivery to
Landlord of (i) a request for payment  showing the work completed and the actual
costs incurred by Tenant in connection therewith (which request shall be made by
Tenant no more than once per month),  (ii) invoices  evidencing  such costs from
all of the contractors and  subcontractors  performing such work, (iii) executed
mechanics' lien releases from all such contractors and subcontractors performing
such work,  and (iv) all other  information  reasonably  requested  by Landlord;
provided,   however,  that  Landlord  shall  be  entitled  to  deduct  from  the
Refurbishment Allowance a logistical coordination fee in an amount equal to five
percent  (5%) of the  Refurbishment  Allowance,  which fee shall be for services
relating to the coordination of construction of the Refurbishing Work; provided,
further, no logistical coordination fee shall be deducted from the Refurbishment
Allowance for Refurbishment Work pertaining to the installation of Tenant's card
key/security access system or the voice/data cabling installed within the Leased
Premises.  In the event that  Refurbishment  Allowance is not fully  utilized by
Tenant within the Refurbishment  Allowance Availability Period, then such unused
amounts  shall revert to Landlord  and Tenant shall have no further  rights with
respect thereto.
                                      -10-
<PAGE>

                  10.      INSURANCE.

                  10.1     TENANT'S COMPLIANCE WITH LANDLORD'S FIRE AND CASUALTY
INSURANCE.  Tenant shall, at Tenant's expense,  comply as to the Leased Premises
with all  insurance  company  requirements  pertaining  to the use of the Leased
Premises.  If Tenant's conduct or use of the Leased Premises causes any increase
in the premium for such insurance policies, then Tenant shall reimburse Landlord
for any such increase. Tenant, at Tenant's expense, shall comply with all rules,
orders,  regulations  or  requirements  of the  American  Insurance  Association
(formerly the National Board of Fire Underwriters) and with any similar body.

                  10.2     TENANT'S   INSURANCE.   Tenant  shall   maintain  the
following coverages in the following amounts.

                  10.2.1   Commercial  General Liability  Insurance covering the
insured  against claims of bodily injury,  personal  injury and property  damage
arising out of Tenant's  operations,  assumed  liabilities  or use of the Leased
Premises,  including  a Broad  Form  Commercial  General  Liability  endorsement
covering the insuring  provisions of this Lease and the performance by Tenant of
the indemnity  agreements set forth in Article 11 of this Lease, (and with owned
and non-owned  automobile  liability coverage,  and liquor liability coverage in
the event alcoholic  beverages are served on the Leased  Premises) for limits of
liability not less than:

     Bodily Injury and                         $3,000,000 each occurrence
     Property Damage Liability                 $3,000,000 annual aggregate

     Personal Injury Liability                 $3,000,000 each occurrence
                                               $3,000,000 annual aggregate
                                               0% Insured's participation

                  10.2.2   Physical  Damage  Insurance  covering  (i) all office
furniture, trade fixtures, office equipment,  merchandise and all other items of
Tenant's property on the Leased Premises installed by, for, or at the expense of
Tenant,  (ii)  all  improvements  existing  in  the  Leased  Premises  as of the
Commencement Date,  including any tenant  improvements which Landlord permits to
be installed  above the ceiling of the Leased Premises or below the floor of the
Leased Premises (collectively,  the "TENANT IMPROVEMENTS"),  and (iii) all other
improvements,  alterations and additions to the Leased  Premises,  including any
improvements,  alterations or additions  installed at Tenant's request above the
ceiling of the Leased Premises or below the floor of the Leased  Premises.  Such
insurance  shall be written on an "all risks" of physical  loss or damage basis,
for the full  replacement  cost value new without  deduction for depreciation of
the  covered  items and in  amounts  that meet any  co-insurance  clauses of the
policies of  insurance  and shall  include a vandalism  and  malicious  mischief
endorsement,   sprinkler  leakage  coverage  and  earthquake  sprinkler  leakage
coverage.

                  10.2.3   Workers' compensation insurance as required by law.

                  10.2.4   Loss-of-income,     business     interruption     and
extra-expense  insurance in such amounts as will reimburse Tenant for direct and
indirect loss of earnings attributable to all perils commonly insured against by
prudent  tenants or  attributable  to prevention of loss of access to the Leased
Premises or to the Building as a result of such perils.

                  10.2.5   Tenant shall carry comprehensive automobile liability
insurance  having a combined  single limit of not less than Two Million  Dollars
($2,000,000.00)  per occurrence and insuring Tenant against liability for claims
arising out of ownership,  maintenance  or use of any owned,  hired or non-owned
automobiles.

                  10.2.6   FORM OF POLICIES.  The minimum  limits of policies of
insurance  required  of Tenant  under  this  Lease  shall in no event  limit the
liability of Tenant under this Lease.  Such insurance  shall: (i) name Landlord,
Landlord's lenders,  the lessors of a ground or underlying lease with respect to
the Real Property and any other party  Landlord so  specifies,  as an additional
insured;  (ii)  specifically  cover the  liability  assumed by Tenant under this
Lease,  including,  but not limited to, Tenant's obligations under Article 11 of
this Lease;  (iii) be issued by an insurance company having a rating of not less
than A-X in Best's Insurance Guide or which is otherwise  acceptable to Landlord
and licensed to do business in the state in which the Real  Property is located;
(iv) be primary  insurance  as to all claims  thereunder  and  provide  that any
insurance  carried  by  Landlord  is  excess  and is  non-contributing  with any
insurance  requirement of Tenant;  (v) provide that said insurance  shall not be
canceled or coverage changed unless thirty (30) days' prior written notice shall
have been given to Landlord and any mortgagee or ground or underlying  lessor of
Landlord; (vi) contain a cross-liability endorsement or severability of interest
clause acceptable to Landlord;  and (vii) with respect to the insurance required
in Sections 10.2.1, 10.2.2, 10.2.4 and 10.2.5 above, have deductible amounts not
exceeding   $5,000.00.   Tenant  shall   deliver  said  policy  or  policies  or
certificates thereof to Landlord on or before the Lease Commencement Date and at
least thirty (30) days before the expiration dates thereof. If Tenant shall fail
to procure such insurance,  or to deliver such policies or  certificate,  within
such time periods,  Landlord may, at its option, in addition to all of its other
rights and remedies under this Lease,  and without regard to any notice and cure
periods set forth in Section  16.1,  procure  such  policies  for the account of
Tenant, and the cost thereof shall be paid to Landlord as additional rent within
ten (10) days after delivery of bills therefor.

                                      -11-
<PAGE>

                  10.3     SUBROGATION.  Landlord and Tenant agree to have their
respective  insurance  companies  issuing  property  damage  insurance waive any
rights of subrogation  that such companies may have against  Landlord or Tenant,
as the case may be.  Landlord and Tenant  hereby waive any right that either may
have  against  the other on  account  of any loss or damage to their  respective
property  to the  extent  such loss or damage is  insurable  under  policies  of
insurance for fire and all risk  coverage,  theft,  public  liability,  or other
similar insurance.

                  10.4     ADDITIONAL INSURANCE OBLIGATIONS.  Tenant shall carry
and maintain  during the entire Lease Term,  at Tenant's  sole cost and expense,
increased amounts of the insurance  required to be carried by Tenant pursuant to
this Article 10, and such other  reasonable  types of insurance  coverage and in
such reasonable  amounts  covering the Leased  Premises and Tenant's  operations
therein, as may be reasonably requested by Landlord.

                  11.      INDEMNITY.

                  11.1     INDEMNIFICATION OF LANDLORD.  Subject to Section 10.3
above and Sections 11.3 and 11.4 below, Tenant shall indemnify, protect and hold
Landlord harmless from and against any and all losses,  claimscosts,  attorney's
fees, expenses and liabilities (collectively, "CLAIMS") from (i) Tenant's use of
the Leased Premises or the conduct of its business or from any activity, work or
thing done,  permitted  or  suffered by Tenant in or about the Leased  Premises,
(ii) any breach or default in the performance of any obligation on Tenant's part
to be  performed  under the terms of this  Lease,  and/or  (iii)  negligence  or
willful misconduct of Tenant or any of its agents, contractors or employees; and
in case any action or  proceeding be brought  against  Landlord by reason of any
such  Claims,  Tenant,  upon  notice  from  Landlord,  shall  defend the same at
Tenant's  expense by counsel  reasonably  satisfactory  to Landlord.  Subject to
Section 11.3 below, Tenant, as a material part of the consideration to Landlord,
hereby  assumes all risks of damage to property or injury to persons in, upon or
about the Leased Premises.

                  11.2     LIMITATION  OF  LIABILITY.  Subject to  Section  11.3
below,  Landlord shall not be liable for injury or damage which may be sustained
by the person,  goods, wares,  merchandise or property of Tenant, its employees,
invitees  or  customers,  or any other  person in or about the  Leased  Premises
caused by or resulting from fire, steam,  electricity,  gas or water,  which may
leak or flow from or into any part of the  Leased  Premises,  or from  breakage,
leakage,  obstruction  or  other  defects  of  the  pipes,  sprinklers,   wires,
appliances, plumbing, air conditioning or lighting fixtures of the same, whether
the said  damage or injury  results  from  conditions  arising  upon the  Leased
Premises or upon other portions of the Building of which the Leased Premises are
a part,  or from other  sources.  Landlord  shall not be liable for any  damages
arising  from any act or  neglect  of any other  tenant of the  Building  or the
Project.

                  11.3     LANDLORD'S  INDEMNITY.  Notwithstanding  anything  in
this Article 11 to the contrary,  the foregoing  assumption of risk, release and
indemnity  by  Tenant in  Sections  11.1 and 11.2  above  shall not apply to any
Claims to the extent  resulting  from the  negligence  or willful  misconduct of
Landlord or its agents,  contractors or employees,  and not insured (or required
to be insured) by Tenant under this Lease (collectively, the "EXCLUDED CLAIMS"),
and subject to Section 11.4 below, Landlord shall indemnify, protect, defend and
hold harmless Tenant from and against any such Excluded Claims,  but only to the
extent Landlord's liability is not waived and released by Tenant pursuant to the
terms of Section 10.3 above.

                  11.4     NO CONSEQUENTIAL  DAMAGES.  Notwithstanding  anything
herein to the contrary,  neither Landlord's nor Tenant's  indemnity  hereinabove
shall,  in any event,  extend to loss of  profits,  loss of  business  and other
consequential damages incurred by the other party and in no event shall Landlord
or Tenant be liable to the other party for lost profits, loss of business or any
other such  consequential  damages  (except as provided  in Sections  16.3.3 and
22.12 below).

                                      -12-
<PAGE>

                  12.      DAMAGE, DESTRUCTION AND BUSINESS INTERRUPTION.

                  12.1     REPAIR  OF DAMAGE TO  LEASED  PREMISES  BY  LANDLORD.
Tenant  shall  promptly  notify  Landlord  of any damage to the Leased  Premises
resulting from fire or any other casualty.  If the Leased Premises or any Common
Areas of the  Building  or  Project  serving or  providing  access to the Leased
Premises shall be damaged by fire or other casualty, Landlord shall promptly and
diligently,  subject to  reasonable  delays for  insurance  adjustment  or other
matters beyond Landlord's  reasonable control, and subject to all other terms of
this Article 12,  restore the structural  components of the Leased  Premises and
such Common Areas. Such restoration shall be to substantially the same condition
of the  structural  components of the Leased  Premises and Common Areas prior to
the casualty, except for modifications required by zoning and building codes and
other  laws or by the holder of a mortgage  on the  Project,  or the lessor of a
ground  or  underlying  lease  with  respect  to  the  Project,   or  any  other
modifications to the Common Areas deemed desirable by Landlord,  provided access
to the Leased  Premises  and any common  restrooms  serving the Leased  Premises
shall not be materially  impaired.  Notwithstanding  any other provision of this
Lease,  upon the occurrence of any damage to the Leased  Premises,  Tenant shall
assign to  Landlord  (or to any party  designated  by  Landlord)  all  insurance
proceeds payable to Tenant under Tenant's  insurance required under Section 10.2
above pertaining to all tenant  improvements and fixtures in the Leased Premises
(but not Tenant's  personal  property),  and Landlord shall repair any injury or
damage to the tenant  improvements  installed  in the Leased  Premises and shall
return such tenant  improvements to their original  condition;  provided that if
the cost of such repair by Landlord  exceeds  the amount of  insurance  proceeds
received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the
cost of such  repairs  shall be paid by Tenant to Landlord  prior to  Landlord's
repair of the damage. In connection with such repairs and  replacements,  Tenant
shall,  prior to the  commencement  of  construction,  submit to  Landlord,  for
Landlord's review and approval,  all plans,  specifications and working drawings
relating  thereto,  and Landlord  shall select the  contractors  to perform such
improvement  work.  Landlord  shall  not be  liable  for  any  inconvenience  or
annoyance to Tenant or its visitors, or injury to Tenant's business resulting in
any way from such damage or the repair thereof;  provided however,  that if such
fire or other  casualty  shall have damaged the Leased  Premises or Common Areas
necessary  to  Tenant's  occupancy,  and if such damage is not the result of the
negligence or willful misconduct of Tenant or Tenant's  employees,  contractors,
licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of
Base Rent and Tenant's proportionate share of Operating Expenses during the time
and to the extent the Leased  Premises are unfit for  occupancy for the purposes
permitted  under this  Lease,  and not  occupied  and used by Tenant as a result
thereof.

                  12.2     LANDLORD'S  OPTION  TO  REPAIR.  Notwithstanding  the
terms of Section 12.1 of this Lease,  Landlord  may elect not to rebuild  and/or
restore  the Leased  Premises,  the  Building  and/or the  Project  and  instead
terminate this Lease by notifying Tenant in writing of such  termination  within
sixty (60) days after  Landlord  becomes  aware of such  damage,  such notice to
include a  termination  date giving  Tenant up to ninety (90) days to vacate the
Leased  Premises,  but Landlord may so elect only if the Building and/or Project
shall be damaged by fire or other  casualty or cause,  whether or not the Leased
Premises are affected,  and one or more of the following  conditions is present:
(i) repairs cannot  reasonably be completed within one hundred twenty (120) days
of the date of damage  (when  such  repairs  are made  without  the  payment  of
overtime or other  premiums);  (ii) the holder of any mortgage on the Project or
ground or  underlying  lessor with respect to the Project shall require that the
insurance  proceeds or any portion  thereof be used to retire the mortgage debt,
or shall terminate the ground or underlying  lease, as the case may be; or (iii)
the damage is not fully covered by Landlord's  insurance policies.  In addition,
in the event that the Leased Premises,  the Building or the Project is destroyed
or damaged to any substantial  extent during the last twenty-four (24) months of
the Lease Term,  then  notwithstanding  anything  contained  in this Article 12,
Landlord  shall have the option to terminate this Lease by giving written notice
to Tenant of the exercise of such option within thirty (30) days after  Landlord
becomes  aware of such  damage or  destruction,  in which event this Lease shall
cease and terminate as of the date of such notice.  Upon any such termination of
the Lease  pursuant to this  Section  12.2,  Tenant  shall pay the Base Rent and
additional rent, properly  apportioned up to such date of termination,  and both
parties  hereto  shall  thereafter  be  freed  and  discharged  of  all  further
obligations hereunder,  except as provided for in provisions of this Lease which
by their terms survive the expiration or earlier termination of the Lease Term.

                  12.3     WAIVER OF STATUTORY  PROVISIONS.  The  provisions  of
this Lease,  including this Article 12,  constitute an express agreement between
Landlord  and Tenant with respect to any and all damage to, or  destruction  of,
all or any part of the Leased Premises, the Building or any other portion of the
Project,  and any statute or  regulation  of the state in which the  Building is
located,  with  respect  to any  rights  or  obligations  concerning  damage  or
destruction in the absence of an express agreement between the parties,  and any
other  statute  or  regulation,  now or  hereafter  in  effect,  shall  have  no
application to this Lease or any damage or destruction to all or any part of the
Leased Premises, the Building or any other portion of the Project.

                  12.4     TENANT'S   RESPONSIBILITIES.   There   shall   be  no
abatement of rent (except as expressly  provided  above in Section  12.1) and no
liability of Landlord by reason of any injury to or  interference  with Tenant's
business or property  arising  from the making of any  repairs,  alterations  or
improvements  in or to any portion of the  Project,  the  Building or the Leased
Premises or in or to  fixtures,  appurtenances  and  equipment  therein.  Tenant
understands Landlord will not carry insurance of any kind on Tenant's furniture,
furnishings and other personal property,  and Landlord shall not be obligated to
repair any damage  thereto or replace the same. All such property shall be kept,
stored and maintained at the sole risk of Tenant.

                                      -13-
<PAGE>

                  13.      TENANT TAXES.

                  13.1     PERSONAL   PROPERTY.   Tenant  shall  pay,  prior  to
delinquency,  all taxes,  assessments,  license fees and public charges  levied,
assessed  or  imposed  upon  or  measured  by the  value  of  Tenant's  business
operation,  and/or the cost or value of any furniture,  fixtures,  equipment and
other  personal  property of Tenant at any time  situated  upon or in the Leased
Premises.  Tenant  shall cause all such  personal  property  to be assessed  and
billed separately from the real property of Landlord.

                  13.2     OTHER TAXES FOR WHICH TENANT IS DIRECTLY RESPONSIBLE.
In addition,  Tenant shall reimburse  Landlord upon demand for any and all taxes
or  assessments  required to be paid by  Landlord,  excluding  state,  local and
federal  personal  or  corporate  income  taxes  measured  by the net  income of
Landlord from all sources and estate and inheritance  taxes,  whether or not now
customary or within the contemplation of the parties hereto, when:

                  13.2.1   Said taxes are measured by or reasonably attributable
to the cost or  value of any  leasehold  improvements  made in or to the  Leased
Premises  by or for  Tenant,  to the extent the cost or value of such  leasehold
improvements  exceeds  the cost or value of a  building  standard  build-out  as
determined by Landlord regardless of whether title to such improvements shall be
vested in Tenant or Landlord;

                  13.2.2   Said taxes are  assessed  upon or with respect to the
possession, leasing, operation, management, maintenance, alteration, repair, use
or  occupancy  by Tenant of the Leased  Premises  or any  portion of the Project
(including the Building's and/or Project's parking facility);

                  13.2.3   Said taxes are assessed upon this  transaction or any
document to which Tenant is a party creating or  transferring  an interest or an
estate in the Leased Premises; or

                  13.2.4   Said  assessments  are  levied or  assessed  upon the
Project  or any  part  thereof  or  upon  Landlord  and/or  by any  governmental
authority or entity, and relate to the construction, operation, management, use,
alteration or repair of mass transit improvements.

                  13.3     INCREASE  IN TAXES.  If at any time  during the Lease
Term any of Tenant's  property is assessed as a part of the Leased Premises,  or
if the assessed  value of  Landlord's  property is  increased  by the  inclusion
therein of a value  placed on Tenant's  property or other  improvements  made by
Tenant, Tenant shall pay to Landlord upon demand, as additional rent, the amount
of any such  additional  taxes  as may be  levied  against  the  Building,  Real
Property or Project by reason thereof.

                  14.      COMMON AREAS.

                  14.1     DEFINITION.  The term "COMMON  AREAS" means all areas
and  facilities  outside the Leased  Premises  provided and  designated  for the
common use and  convenience  of Tenant and other  tenants of the Project,  their
respective officers,  agents,  employees,  customers and invitees.  Common Areas
include,  but are not  limited to,  corridors,  lobbies,  pedestrian  sidewalks,
stairways,  landscaped areas,  restrooms on multi-tenant  floors,  elevators and
shipping and receiving areas of the Project.

                  14.2     MAINTENANCE. Landlord agrees to maintain, operate and
repair (or cause others to do so) all Common Areas and to keep same in clean and
sightly  condition  during  the Lease  Term.  The manner in which such areas and
facilities  shall be maintained  and the  expenditures  therefor shall be at the
discretion of Landlord and as to all such Common Areas  Landlord  shall have the
right to adopt and promulgate reasonable rules and regulations from time to time
generally applicable to tenants and occupants of the Project and their employees
and business invitees,  including the right to restrict employees of tenants and
occupants from parking in areas, if any, designated exclusively for customers of
the  Project.  For the  purpose  of  maintenance  and  repair,  or to  avoid  an
involuntary taking, Landlord may temporarily close portions of the Common Areas,
and such actions shall not be deemed an eviction of Tenant or a  disturbance  of
Tenant's  use of the Leased  Premises.

                  14.3     TENANT'S RIGHTS AND  OBLIGATIONS.  Landlord grants to
Tenant, during the Lease Term, the license to use, for the benefit of Tenant and
its officers,  agents, employees,  customers and invitees, in common with others
entitled to such use, the Common Areas as they from time to time exist,  subject
to the rights and privileges of Landlord  herein  reserved.  Tenant shall not at
any time  interfere  with the rights of Landlord and others  entitled to use any
part of the Common Areas, and shall not store,  permanently or temporarily,  any
materials, supplies or equipment in the Common Areas.

                                      -14-
<PAGE>

                  14.4     CHANGES TO COMMON AREA. Landlord shall have the right
at any time during the Lease Term to change, alter,  remodel,  reduce, expand or
improve the Common Areas, elevators, drains, pipes, heating and air conditioning
apparatus  or any other part of the or  Project,  except  the  Leased  Premises,
without  compensation  to Tenant.  For such purposes,  Landlord or its agents or
employees  may,  if  necessary,  enter,  pass  through  and work upon the Leased
Premises;   provided,   Landlord  shall  carry  out  such  work  diligently  and
reasonably.  If there is a change in the area of the Common Areas as a result of
any of the  foregoing,  Landlord shall cause  adjustments in the  computation of
Operating Expenses as shall be necessary to provide for any such changes.

                  15.      ASSIGNMENT AND SUBLETTING.

                  15.1     TRANSFERS.   Tenant  shall  not,  without  the  prior
written consent of Landlord, voluntarily or by operation of law, assign, sublet,
encumber  or transfer  all or any part of Tenant's  interest in this Lease or in
the Leased  Premises  or permit any part of the  Leased  Premises  to be used or
occupied by any person other than Tenant,  its  employees,  customers and others
having  lawful  business  with  Tenant  (all of the  foregoing  are  hereinafter
sometimes  referred to  collectively  as "TRANSFERS" and any person or entity to
whom any Transfer is made or sought to be made is hereinafter sometimes referred
to as a  "TRANSFEREE").  If  Tenant  shall  desire  Landlord's  consent  to  any
Transfer,  Tenant shall notify Landlord in writing,  which notice (the "TRANSFER
NOTICE") shall include:  (i) the proposed effective date of the Transfer,  which
shall not be less than  forty-five  (45) days nor more than one  hundred  eighty
(180) days after the date of delivery of the Transfer Notice; (ii) a description
of the portion of the Leased Premises to be transferred  (the "SUBJECT  SPACE");
(iii) all of the terms of the proposed Transfer and the  consideration  thereof,
including  a  calculation  of the  "PROFIT  RENTAL,"  as that term is defined in
Section 15.4 below,  in connection  with such Transfer,  the name and address of
the proposed  Transferee,  and a copy of all existing operative  documents to be
executed to evidence  such Transfer or the  agreements  incidental or related to
such Transfer;  and (iv) current financial statements pertaining to the proposed
Transferee  certified  by an officer,  partner or owner  thereof,  and any other
information  required by Landlord,  which will enable  Landlord to determine the
financial responsibility,  character, and reputation of the proposed Transferee,
nature of such Transferee's  business and proposed use of the Subject Space, and
such other  information  as Landlord may  reasonably  require.  Each time Tenant
requests  Landlord's  consent to a proposed  Transfer,  whether or not  Landlord
shall grant consent,  within thirty (30) days after written request by Landlord,
as additional rent hereunder,  Tenant shall pay to Landlord Five Hundred Dollars
($500.00) for Landlord's  review and processing  fees, and, in addition,  Tenant
shall reimburse  Landlord for any reasonable  legal fees incurred by Landlord in
connection with Tenant's proposed Transfer.  Any attempted Transfer made without
Landlord's  prior consent shall be wholly void and shall  constitute a breach of
this Lease.

                  15.2     LANDLORD'S  CONSENT.  Subject to Landlord's rights in
Section 15.3 below,  Landlord shall not unreasonably withhold its consent to any
proposed  Transfer of the Subject Space to the Transferee on the terms specified
in the Transfer  Notice.  The parties  hereby agree that it shall be  reasonable
under this Lease and under any applicable  law for Landlord to withhold  consent
to any  proposed  Transfer  where one or more of the  following  apply,  without
limitation as to other reasonable grounds for withholding consent:

                  (i)      The  Transferee  is of a character or  reputation  or
engaged in business  which is not  consistent  with the quality of the  Building
and/or the Project;

                  (ii)     The  Transferee  intends to use the Subject Space for
purposes which are not permitted under this Lease;

                  (iii)    The  Transferee  is either a  governmental  agency or
instrumentality thereof;

                  (iv)     The  Transfer  will result in more than a  reasonable
and safe number of occupants per floor within the Subject Space;

                  (v)      The Transferee is not a party of reasonable financial
worth and/or financial stability in light of the responsibilities involved under
the Lease on the date consent is requested;

                  (vi)     The proposed  Transfer  would cause Landlord to be in
violation of another lease or agreement to which  Landlord is a party,  or would
give an occupant of the Project a right to cancel its lease;

                  (vii)    The terms of the  proposed  Transfer  will  allow the
Transferee to exercise a right of renewal,  right of  expansion,  right of first
offer,  or other similar  right held by Tenant (or will allow the  Transferee to
occupy space leased by Tenant pursuant to any such right); or

                  (viii)   Either  the  proposed  Transferee,  or any  person or
entity which  directly or  indirectly,  controls,  is controlled by, or is under
common control with, the proposed Transferee,  (A) occupies space in the Project
at the time of the request for consent (B) is negotiating with Landlord to lease
space in the Project at such time, or (C) has  negotiated  with Landlord  during
the twelve (12)-month period immediately preceding the Transfer Notice.

                                      -15-
<PAGE>

                  If Landlord  consents to any Transfer pursuant to the terms of
this Section  15.2 (and does not  exercise any of its rights under  Section 15.3
below), Tenant may within six (6) months after Landlord's consent, but not later
than the  expiration of said six-month  period,  enter into such Transfer of the
Leased  Premises  or  portion  thereof,  upon  substantially  the same terms and
conditions  as are set  forth in the  Transfer  Notice  furnished  by  Tenant to
Landlord pursuant to Section 15.1 of this Lease,  provided that if there are any
changes in the terms and conditions  from those specified in the Transfer Notice
(A) such that Landlord would  initially have been entitled to refuse its consent
to such Transfer  under this Section 15.2, or (B) which would cause the proposed
Transfer  to be more  favorable  to the  Transferee  than the terms set forth in
Tenant's  original  Transfer  Notice,  Tenant shall again submit the Transfer to
Landlord for its  approval  and other  action  under this Article 15  (including
Landlord's right under Section 15.3 below).

                  15.3     LANDLORD'S  RIGHT TO  SUBLET  OR  ASSUME.  If  Tenant
desires to assign or sublet all or any part of the Leased Premises, Tenant shall
first  offer in writing to assign or sublet  (as  appropriate)  the same area to
Landlord  on the  same  terms  and  conditions  and  for  the  same  rental  (or
proportionate  part thereof) as provided in this Lease.  Landlord shall have the
right to accept such offer by providing  written  notice of acceptance to Tenant
not later than the fourteenth  (14th) day following  receipt of Tenant's  offer.
Failure of  Landlord  to accept the offer in a timely  manner  shall be deemed a
rejection  thereof,  but no rejection of the offer shall constitute a consent to
the  proposed  subletting  or  assignment.  If  Landlord  accepts  the  offer of
subletting or assignment, Tenant shall pay all brokerage commissions incurred in
connection therewith and shall deliver up the Leased Premises, or the applicable
part  thereof,  to Landlord  upon a date  specified by Landlord not earlier than
sixty (60) days nor later than one hundred twenty (120) days following  delivery
of Landlord's  notice of acceptance,  in the same manner and upon the same terms
and conditions as provided herein for delivery at the end of the Lease Term.

                  15.4     LIMITATION  ON PROFIT  RENTAL.  In the  event  Tenant
enters into a Transfer,  Tenant shall pay to Landlord fifty percent (50%) of the
Profit Rental, if any, received from the Transferee, as it is received.  "Profit
Rental" shall be calculated by deducting from the amount received by Tenant from
the Transferee on account of the Transfer, the sum of (i) the amounts payable to
Landlord by Tenant  pursuant to this Lease for the Subject  Space which has been
Transferred,  plus (ii) the  actual,  reasonable  and  documented  out-of-pocket
expenses incurred by Tenant for (A) any changes, alterations and improvements to
the Leased  Premises in  connection  with the  Transfer  (and any  planning  and
improvement  allowances  provided  by Tenant  to the  Transferee  in  connection
therewith),  and (B)  reasonable  attorneys'  fees,  brokerage  commissions  and
advertising expenses in connection with the Transfer.

                  15.5     CONTINUING   OBLIGATIONS.   No  Transfer,  even  with
Landlord's consent,  shall relieve Tenant of its obligations to pay the Rent and
to perform all of the other  obligations  to be  performed  by Tenant under this
Lease,  unless the  subtenant or assignee is Landlord  pursuant to Section 15.3.
The  acceptance of Rent by Landlord from any other person shall not be deemed to
be a waiver by Landlord of any provision of this Lease or to be a consent to any
subsequent  Transfer,  and Tenant  shall  offer to sublet or assign to  Landlord
pursuant  to  Section  15.3  prior  to  requesting  consent  for any  subsequent
Transfer.

                  15.6     CORPORATIONS  AND  PARTNERSHIPS.  A sale by Tenant of
all or substantially  all of its assets shall constitute a Transfer for purposes
of this Lease.  If Tenant is a  corporation,  then any assignment or transfer of
this Lease by merger,  consolidation or liquidation,  or any change in ownership
of or power to vote of a majority of its  outstanding  voting  stock  shall,  in
Landlord's  reasonable  discretion,  constitute  a Transfer for purposes of this
Lease.  If Tenant is a  partnership,  then any  change  in the  identity  of the
general partners having an aggregate interest in the partnership exceeding fifty
percent (50%) shall, in Landlord's reasonable discretion,  constitute a Transfer
for purposes of this Lease.

                  16.      TENANT'S DEFAULT.

                  16.1     DEFINITION.  The  occurrence  of any of the following
shall constitute a default and breach of this Lease by Tenant:

                  16.1.1   Any failure by Tenant to pay when due any Rent or any
other monetary sums required to be paid thereunder.

                  16.1.2   The abandonment or vacation of the Leased Premises.

                                      -16-
<PAGE>

                  16.1.3   Any  failure by Tenant to  observe  and  perform  any
other  provisions  of this Lease to be observed or  performed  by Tenant  within
fifteen (15) days after notice  thereof has been provided to Tenant by Landlord,
or if performance is not possible  within said period,  any failure of Tenant to
commence  performance  within  said  period  and to  diligently  prosecute  such
performance to completion.

                  16.1.4   Intentionally  creating or permitting to be created a
nuisance  which shall not be abated  within five (5) days after  written  notice
thereof from Landlord.

                  16.1.5   If Tenant,  or any guarantor of Tenant's  obligations
under  this  Lease  ("GUARANTOR"),  admits in  writing  that it cannot  meet its
obligations as they become due; or is declared  insolvent  according to any law;
or  assignment  of Tenant's or  Guarantor's  property is made for the benefit of
creditors;  or a receiver or trustee is appointed for Tenant or Guarantor or its
property;  or the interest of Tenant or Guarantor  under this Lease is levied on
under  execution or other legal process;  or any petition is filed by or against
Tenant or Guarantor  to declare  Tenant  bankrupt or to delay,  reduce or modify
Tenant's debts or obligations; or any petition is filed or other action taken to
reorganize or modify  Tenant's or Guarantor's  capital  structure,  if Tenant or
Guarantor is a corporation  or other  entity;  any such levy,  execution,  legal
process or petition  filed against  Tenant or Guarantor  shall not  constitute a
breach of this Lease provided Tenant or Guarantor shall  vigorously  contest the
same by appropriate proceedings and shall remove or vacate the same within sixty
(60) days from the date of its creation, service or filing.

                  16.1.6   The taking of this Lease or Tenant's interest therein
under writ of execution.

                  16.2     INTEREST ON UNPAID  SUMS.  If any Rent,  or any other
monetary sum required to be paid  thereunder by Tenant to Landlord,  is not paid
when due, such sum shall accrue interest from the date due until received at the
rate (the "Interest  Rate") which is equal to the lesser of (i) the "Prime Rate"
or "Reference  Rate" announced from time to time by the Bank of America (or such
reasonable  comparable  national banking  institution as selected by Landlord in
the event Bank of America  ceases to exist or publish a Prime Rate or  Reference
Rate),  plus two percent (2%), or (ii) the highest rate  permitted by applicable
law.

                  16.3     REMEDIES.  In the event of any such default or breach
by Tenant, Landlord may at any time thereafter, without limiting Landlord in the
exercise of any other right or remedy which  Landlord may have:

                  16.3.1   Without  terminating this Lease,  reenter and attempt
to relet or take possession pursuant to legal proceedings and remove all persons
and property from the Leased Premises. In such event, Landlord may, from time to
time,  make such  alterations  and repairs as may be necessary in order to relet
the Leased Premises or any part thereof for such term or terms (which may be for
a term  extending  beyond the Lease Term) and at such rental or rentals and upon
such other terms and conditions as Landlord,  in its sole  discretion,  may deem
advisable.  Upon each such reletting, all rentals received by Landlord from such
reletting  shall be applied:  first, to the payment of any costs and expenses of
such reletting,  including  brokerage fees and attorney's fees;  second,  to the
payment  of any  indebtedness  other  than Rent due  thereunder  from  Tenant to
Landlord;  third,  to the  payment  of Rent due and unpaid  thereunder;  and the
residue, if any, shall be held by Landlord and applied to payment of future rent
as the same may become due and payable thereunder. If such rentals received from
such  reletting  during any month be less than that to be paid during that month
by Tenant  thereunder,  Tenant shall pay any such  deficiency to Landlord.  Such
deficiency  shall be calculated  and paid  monthly.  In no event shall Tenant be
entitled to any excess of any rental  obtained by  reletting  over and above the
Rent herein  reserved.  Actions to collect  amounts due by Tenant to Landlord as
provided in this Section 16.3.1 may be brought from time to time, on one or more
occasions,  without the necessity of Landlord's  waiting until expiration of the
Lease  Term.  No such  reentry or taking  possession  of the Leased  Premises by
Landlord  shall be construed as an election on its part to terminate  this Lease
unless a notice of such  intention be given to Tenant or unless the  termination
thereof be decreed by a court of  competent  jurisdiction.  Notwithstanding  any
such reletting without termination, Landlord may at any time thereafter elect in
writing to terminate this Lease for such previous breach.  No such alteration of
locks or other security  devices and no removal or other exercise of dominion by
Landlord over Tenant's Property or others at the Leased Premises shall be deemed
unauthorized  or constitute a conversion of the Leased  Premises or the property
of Tenant therein or termination of the Lease,  Tenant hereby consenting,  after
any Tenant default, to the aforesaid exercise of dominion over Tenant's property
within the Leased  Premises.  All claims for  damages by reason of such  reentry
and/or  repossession  and/or  alteration of locks or other security  devices are
hereby waived,  as are all claims for damages by reason of any distress warrant,
forcible detainer proceedings, sequestration proceedings or other legal process.
Tenant agrees that any reentry by Landlord may be pursuant to judgment  obtained
in  forcible  detainer  proceedings  or other legal  proceedings  or without the
necessity for any legal  proceedings,  as Landlord may elect, and Landlord shall
not be liable in trespass or otherwise.

                  16.3.2   Without  terminating this Lease, demand that all rent
payable  by Tenant  under  this  Lease for the  remainder  of the Lease  Term be
accelerated  and  immediately  due and  owing  without  discount.  Tenant  fully
understands this provision and agrees to render payment of the amounts described
in this Section 16.3.2 in full if so requested by Landlord.

                                      -17-
<PAGE>

                  16.3.3   Terminate   this   Lease   and   Tenant's   right  to
possession,  in which case Tenant shall  immediately  surrender  possession.  In
addition to any other  remedies which Landlord may have, it shall have the right
to recover from  Tenant:  (i) the amount equal to any unpaid rent which has been
earned at the time of such termination;  (ii) as liquidated  damages for loss of
bargain,  and not as a penalty,  an amount  equal to the excess,  if any, of the
aggregate amount of Rent and other charges which are Tenant's  obligation to pay
under this Lease for the  remainder of the stated term over the aggregate of the
then reasonable rental value of the Leased Premises under a lease  substantially
similar to this Lease for the remainder of the stated term, all of which amounts
shall be discounted to present value at the passbook  savings rate of U.S. Bank,
a national banking  association,  or its successor,  then in effect and shall be
immediately  due and  payable(iii)  the costs incurred by Landlord to design and
construct the Tenant's portion of the Second Floor Work (as such term is defined
in Section 1.6 above),  if  applicable;  and (iv) all other damages and expenses
which Landlord has sustained because of Tenant's default,  including  reasonable
attorney's  fees,  the  cost  of  recovering  the  Leased  Premises,   brokerage
commissions and advertising  expenses  incurred,  and expenses of remodeling the
Leased Premises or any portion thereof for a new tenant, whether for the same or
a different use and any special concessions made to obtain a new tenant.

                  16.3.4   If Tenant should fail to make any payment or cure any
default  hereunder  within the time herein  permitted,  Landlord,  without being
under any obligation to do so and without thereby waiving such default, may make
such  payment  and/or  remedy such other  default for the account of Tenant (and
enter the Leased  Premises  for such  purpose),  and  thereupon  Tenant shall be
obligated  to, and hereby  agrees,  to pay  Landlord,  upon  demand,  all costs,
expenses and disbursements  (including  reasonable  attorneys' fees) incurred by
Landlord in taking such remedial action as additional rent.

                  16.3.5   No receipt of money by Landlord from Tenant after the
termination of this Lease as herein provided shall reinstate, continue or extend
the Lease Term or operate as a waiver of the right of  Landlord  to enforce  the
payment of Rent or other money when due by Tenant, or operate as a waiver of the
right of Landlord to recover possession of the Leased Premises by proper remedy.

                  16.3.6   In addition to any other  remedies  Landlord may have
at law or equity  and/or  under this  Lease,  Tenant  shall pay upon  demand all
Landlord's costs,  charges and expenses,  including fees of counsel,  agents and
others  retained  by  Landlord,  whether  or not  suit  is  filed,  incurred  in
connection  with the recovery  under this Lease or for any other relief  against
Tenant.  In the event  Landlord  or Tenant  shall  bring any action  against the
other, the losing party shall pay the successful  party's  reasonable  attorneys
fees and court costs.

                  16.3.7   All covenants and  agreements to be kept or performed
by Tenant under this Lease shall be  performed  by Tenant at Tenant's  sole cost
and expense and without any  reduction of Rent.  If Tenant shall fail to perform
any of its  obligations  under this Lease,  within a reasonable  time after such
performance is required by the terms of this Lease,  Landlord may, but shall not
be obligated to, after reasonable prior notice to Tenant,  make any such payment
or perform any such act on Tenant's  part  without  waiving its right based upon
any  default  of  Tenant  and  without  releasing  Tenant  from any  obligations
hereunder.

                  16.3.8   Except  as  may  be  specifically   provided  to  the
contrary in this Lease,  Tenant shall pay to Landlord,  within fifteen (15) days
after delivery by Landlord to Tenant of statements  therefor:  (i) sums equal to
expenditures  reasonably made and obligations incurred by Landlord in connection
with the remedying by Landlord of Tenant's  defaults  pursuant to the provisions
of this Section 16; (ii) sums equal to all losses, costs,  liabilities,  damages
and  expenses  referred to in Article 10 of this Lease;  and (iii) sums equal to
all  expenditures  made and  obligations  incurred by Landlord in  collecting or
attempting  to collect the Rent or in  enforcing  or  attempting  to enforce any
rights of  Landlord  under this Lease or  pursuant  to law,  including,  without
limitation,  all legal fees and other amounts so expended.  Tenant's obligations
under this Section 16.3.8 shall survive the expiration or sooner  termination of
the Lease Term.

                  16.4     LATE CHARGES. Tenant hereby acknowledges late payment
by Tenant to Landlord of Rent and other sums due thereunder  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 on
Landlord  by the  terms  of any  mortgage  or trust  deed  covering  the  Leased
Premises. Accordingly, if any Rent or any other sum due from Tenant shall not be
received  by Landlord  or  Landlord's  designee  when due,  Tenant  shall pay to
Landlord a late charge equal to fifteen  percent  (15%) of such overdue  amount.
The parties  hereby  agree such late  charge  represents  a fair and  reasonable
estimate of the cost  Landlord  will incur by reason of late  payment by Tenant.
Acceptance of such late charge by 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.

                  17.      LANDLORD'S DEFAULT.

                  17.1     NOTICE  TO  LANDLORD.  Landlord  shall in no event be
charged  with default in the  performance  of any of its  obligations  hereunder
unless and until Landlord shall have failed to perform such  obligations  within
thirty (30) days (or within such  additional  time as is reasonably  required to
correct any such default) after notice to Landlord by Tenant properly specifying
wherein Landlord has failed to perform any such obligations.

                                      -18-
<PAGE>

                  17.2     NOTICE TO  MORTGAGEE.  If the holder of record of the
first  mortgage  covering the Leased  Premises  shall have given prior notice to
Tenant that it is the holder of the first mortgage and such notice  includes the
address at which  notices to such  mortgagee  are to be sent,  then Tenant shall
give to the holder of record of such first mortgage notice  simultaneously  with
any notice  given to Landlord to correct any default of Landlord as  hereinabove
provided.  The  holder of record of such  first  mortgage  shall have the right,
within thirty (30) days after receipt of said notice (or within such  additional
time as is  reasonably  required to correct any such default  including  time to
obtain  possession of the Leased  Premises by foreclosure or other means) before
Tenant may take any  action  under  this  Lease by reason of such  default.  Any
notice of default  given  Landlord  shall be null and void  unless  simultaneous
notice has been given to said first mortgagee.

                  17.3     LANDLORD'S  EXCULPATION.  It is expressly  understood
and agreed  that  notwithstanding  anything in this Lease to the  contrary,  and
notwithstanding  any applicable  law to the contrary,  the liability of Landlord
(including any successor  Landlord) and any recourse by Tenant against  Landlord
shall be  limited  solely  and  exclusively  to an amount  which is equal to the
interest of  Landlord  in the  Project,  and  neither  Landlord,  nor any of the
Landlord's partner nor their respective officers, agents, directors or employees
shall have any personal liability  therefor,  and Tenant hereby expressly waives
and  releases  such  personal  liability  on behalf of  itself  and all  persons
claiming by, through or under Tenant.

                  18.      CONDEMNATION.

                  18.1     EFFECT  OF  TAKING.  If the  Leased  Premises  or any
portion thereof are taken under the power of eminent domain, or sold by Landlord
under the threat of the exercise of said power (all of which is herein  referred
to as "condemnation"),  this Lease shall terminate as to the part so taken as of
the date the condemning  authority takes title or possession,  whichever  occurs
first.  If more than  twenty-five  percent (25%) of the floor area of the Leased
Premises is taken by  condemnation,  Tenant may, at its option,  terminate  this
Lease as of the date the condemning  authority  takes  possession,  by providing
Landlord notice in writing of its intent to terminate not later than twenty (20)
days after Landlord shall have notified Tenant of the taking.  Failure of Tenant
to so notify Landlord shall constitute  Tenant's agreement to continue the Lease
in full force and effect as to the balance of the Leased Premises.

                  18.2     RENT REDUCTION.  If the Lease is not fully terminated
after  any  taking,  then it shall  remain in full  force  and  effect as to the
portion of the Leased Premises  remaining;  provided the Rent payable thereunder
shall be reduced on an equitable  basis,  taking into account the relative value
of the portion taken as compared to the portion  remaining.  Landlord  shall, at
its expense,  restore the  remaining  portion to a complete unit of like quality
and character as existed prior to the condemnation.

                  18.3     AWARDS.  All awards for the taking of any part of the
Leased  Premises  under the power of eminent  domain  shall be the  property  of
Landlord,  whether made as compensation for diminution of value of the leasehold
or for the taking of the fee;  provided,  however,  that  Tenant  shall have the
right to file any separate claim  available to Tenant for any taking of Tenant's
personal property and fixtures  belonging to Tenant and removable by Tenant upon
expiration of the Lease Term pursuant to the terms of this Lease, and for moving
expenses, so long as such claim is payable separately to Tenant.

                  19.      SUBORDINATION.

                  19.1     SUBORDINATION.  Subject to Section  19.3 below,  this
Lease,  at Landlord's  option,  shall be subject and subordinate to the liens of
any  mortgages  or deeds of trust and to any  ground  leases,  in any  amount or
amounts   whatsoever  now  or  hereafter  placed  on  or  against  the  land  or
improvements,  or either thereof, of which the Leased Premises are a part, or on
or against Landlord's  interest or estate therein,  without the necessity of the
execution  and  delivery  of any  further  instruments  on the part of Tenant to
effectuate  such  subordination.  If any  mortgagee or trustee or ground  lessor
shall  elect to have this  Lease  prior to the lien of its  mortgage  or deed of
trust or ground  lease and shall give  written  notice  thereof to Tenant,  this
Lease shall be deemed prior to such  mortgage or deed of trust or ground  lease,
whether this Lease is dated prior or  subsequent to the date of said mortgage or
deed of trust or ground lease.

                  19.2     SUBORDINATION AGREEMENTS. Tenant covenants and agrees
to execute and deliver  upon  demand,  without  charge  therefor,  such  further
instruments  evidencing such subordination of this Lease to the lien of any such
ground  leases,  mortgages  or deeds of trust as may be  required  by  Landlord.
Tenant  covenants  and agrees in the event any  proceedings  are brought for the
foreclosure  of any such  mortgage,  or if any  ground  or  underlying  lease is
terminated,  to attorn,  without any deductions or set-offs  whatsoever,  to the
purchaser  upon any such  foreclosure  sale,  or to the lessor of such ground or
underlying lease, as the case may be, if so requested to do so by such purchaser
or  lessor  and/or  if  required  to  do  so  pursuant  to  any   subordination,
non-disturbance  and  attornment  agreement  executed  pursuant to Section  19.3
below, and to recognize such purchaser or lessor as the lessor under this Lease.
Tenant waives the provisions of any current or future statute, rule or law which
may give or  purport  to give  Tenant  any right or  election  to  terminate  or
otherwise  adversely  affect  this  Lease  and  the  obligations  of the  Tenant
hereunder in the event of any  foreclosure  proceeding  or sale.

                                      -19-
<PAGE>

                  19.3     EXISTING  AGREEMENT.  Tenant hereby acknowledges that
as of the date on which  Landlord and Tenant  execute this Lease there is a deed
of trust encumbering,  and in force against, the Project in favor of South Trust
Bank, National Association (the "CURRENT LENDER").  Simultaneously with Tenant's
execution   of  this  Lease,   Tenant   shall  sign,   notarize  and  deliver  a
subordination,  non-disturbance  and attornment  agreement  substantially in the
form of EXHIBIT E attached hereto. If Landlord at any time during the Lease Term
causes the Project to be encumbered by a new deed of trust or mortgage  pursuant
to which the  beneficiary of such deed of trust or mortgage is a party or entity
other than the Current Lender,  and/or if any party which acquires, or otherwise
succeeds to, Landlord's  interest in the Project (including without  limitation,
any  ground  lessee)  encumbers  or places a lien  against  the  Project  with a
mortgage,  deed of trust or  similar  security  instrument  and the  beneficiary
thereof  requires this Lease to be  subordinated  to such  encumbrance  or lien,
Landlord or the successor of Landlord will use commercially  reasonable  efforts
to provide to Tenant a subordination,  non-disturbance and attornment  agreement
in form  reasonably  acceptable to Landlord or such  successor of Landlord,  the
subject  beneficiary  and Tenant.  If said  subordination,  non-disturbance  and
attornment  agreement  is  required  and agreed upon by the  aforesaid  parties,
Landlord or the successor of Landlord,  the subject beneficiary and Tenant shall
cause any such  subordination,  non-disturbance  and attornment  agreement to be
executed, acknowledged and recorded concurrently with, or as soon as practicable
after,  the  execution  and  recordation  of any  such  lien,  deed of  trust or
mortgage.  In addition to the foregoing,  if Landlord enters into a ground lease
with  regard to the Project and such  ground  lessee  requires  this Lease to be
subordinated to such ground lease,  the ground lessee and ground lessor will use
commercially   reasonable   efforts  to  provide  to  Tenant  a   subordination,
non-disturbance and attornment  agreement in form reasonably  acceptable to such
ground lessee, ground lessor, any beneficiary of ground lessee, and to Tenant.

                  20.      QUIET ENJOYMENT.

                  Landlord agrees  Tenant,  upon paying Rent and other  monetary
sums due under this Lease and  performing  the covenants and  conditions of this
Lease,  may quietly have,  hold and enjoy the Leased  Premises  during the Lease
Term, subject,  however, to the provisions herein referring to subordination and
condemnation.

                  21.      DELAYS.

                  Whenever Landlord  shall  be  delayed  or  restricted,  beyond
Landlord's  reasonable control, in the performance of any obligation of Landlord
herein (including any obligation with respect to the provision of any service or
utility or the performance of work or repairs) by reason of Landlord's inability
to obtain  materials,  services or labor  required  for such  performance  or by
reason of any statute,  law or regulation of a governmental entity, or by reason
of any other cause  beyond  Landlord's  reasonable  control,  Landlord  shall be
entitled to extend the time for such  performance  by a time equal to the extent
of the delay or  restriction,  and Tenant shall not be entitled to  compensation
for any inconvenience, nuisance or discomfort occasioned thereby.

                  22.      GENERAL PROVISIONS.

                  22.1     ESTOPPEL  CERTIFICATES.  Tenant  shall,  at any time,
upon not less  than  ten  (10)  days  written  notice  from  Landlord,  execute,
acknowledge  and deliver to Landlord a statement in writing (i) certifying  this
Lease is  unmodified  and in full force and effect (or if modified,  stating the
nature  of the  modification)  and the  date to which  the  Rent  and  Operating
Expenses  are paid in  advance,  (ii)  acknowledging  there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord thereunder or specifying
such  default  if  any  exist,  and  (iii)  containing  such  other  information
reasonably   requested  by  Landlord  or  Landlord's  mortgagee  or  prospective
mortgagee or buyer. If Tenant fails to execute and deliver such statement within
ten (10) days, it shall be deemed conclusively to have acknowledged the accuracy
of the matter set forth in  Landlord's  statement.

                  22.2     TRANSFER OF  LANDLORD'S  INTEREST.  In the event of a
sale or  conveyance  voluntarily  or  involuntarily  by Landlord  of  Landlord's
interest in the Leased  Premises,  Landlord shall be relieved from and after the
date of such  transfer  of all  liability  accruing  thereafter  on the  part of
Landlord;  provided,  any funds in the hands of Landlord at the time of transfer
in which Tenant has an interest shall be delivered to the successor of Landlord.
This Lease shall not be affected by any such sale and Tenant agrees to attorn to
the  transferee.

                  22.3     CAPTIONS.  Article  and  paragraph  captions  are for
convenience  only and are not a part of this  Lease  and  shall  not be used for
interpretation or construction of this Lease.

                  22.4     TIME OF ESSENCE. Time is of the essence hereof.

                  22.5     SEVERABILITY. The invalidity of any provision of this
Lease,  as  determined  by a court of  competent  jurisdiction,  shall in no way
affect the validity of any other provision hereof.

                                      -20-
<PAGE>

                  22.6     MODIFICATIONS FOR MORTGAGEE. In the event any lending
institution  with whom Landlord has negotiated or shall hereafter  negotiate for
interim or permanent  financing for the Project shall require a modification  of
this Lease as a condition to providing such  financing,  Landlord shall promptly
provide written notice of the requirement to Tenant.  If Tenant fails or refuses
to make such modification  within thirty (30) days after such notice, this Lease
may be  terminated  by  Landlord  at any time  prior to the  Commencement  Date.
Provided,  however, Tenant shall not be required to make any modifications which
materially alters its rights and responsibilities under this Lease.

                  22.7     ENTIRE AGREEMENT. This Lease, along with any exhibits
or attachments  hereto,  constitutes  the entire  agreement  between the parties
relative  to  the  Leased   Premises  and  there  are  no  oral   agreements  or
representations  between the parties with respect to the subject  matter hereof.
This Lease supersedes and cancels all prior agreements and  understandings  with
respect  to the  subject  matter  hereof.  This  Lease may be  modified  only in
writing, signed by the parties in interest at the time of the modification.

                  22.8     RECORDING.  This Lease shall not be recorded  and any
recordation shall be a breach under this Lease.

                  22.9     WAIVER.  The waiver by  Landlord of the breach of any
provision  herein shall not be deemed a waiver of such provision.  Acceptance by
Landlord of any  performance by Tenant after the time the same shall have become
due shall not  constitute  a waiver by  Landlord of the breach or default of any
covenant,  term or condition unless otherwise expressly agreed to by Landlord in
writing.

                  22.10    SUBSTITUTION OF LEASED PREMISES.  Landlord shall have
the right upon thirty  (30) days prior  written  notice to Tenant to  substitute
other substantially  similar premises within the Project for the Leased Premises
subject  to the same terms and  conditions  set forth in this  Lease;  provided,
however,  the substituted premises shall contain at least as many square feet of
Rentable  Area as  contained  in the Leased  Premises.  Upon such  substitution,
Landlord shall pay all reasonable  moving expenses of Tenant and shall reimburse
Tenant for the depreciated  value of tenant  improvements  installed at Tenant's
expense which remain in the Leased Premises.

                  22.11    BINDING  EFFECT;   CHOICE  OF  LAW.  Subject  to  any
provisions hereof  restricting  assigning or subletting by Tenant and subject to
the  provisions for the transfer of Landlord's  interest,  this Lease shall bind
the parties,  their successors and assigns.  This Lease shall be governed by the
laws of the State of Colorado.

                  22.12    HOLDING OVER. If Tenant  remains in possession of all
or any part of the Leased  Premises after the expiration of the Lease Term, with
or without the consent of Landlord,  such tenancy  shall be from  month-to-month
only, and not a renewal hereof or an extension for any further term, on the same
terms and  conditions  as  provided  herein,  except only as to the term of this
Lease;  provided,  however,  during such period as a tenant from month-to-month,
Tenant shall pay Base Rent at double the rate payable for the month  immediately
preceding the date of termination  of this Lease.  If Landlord  provides  Tenant
with at least thirty (30) days' prior written  notice that Landlord has a signed
proposal or lease from a succeeding tenant to lease the Premises,  and if Tenant
fails to surrender  the Premises upon the later of (i) the date of expiration of
such thirty (30) day period,  or (ii) the date of expiration or  termination  of
this Lease,  Tenant agrees to indemnify,  defend and hold Landlord harmless from
all costs, loss, expense or liability, including without limitation, claims made
by any succeeding  tenant and real estate brokers claims and attorney's fees and
costs.

                  22.13    ENTRY BY LANDLORD. Landlord and its agents shall have
the right to enter the Leased  Premises at all reasonable  times for the purpose
of examining or inspecting the same, to supply janitorial services and any other
services to be provided  by Landlord or Tenant  thereunder,  to show the same to
prospective  purchasers  of the  Project  and make  such  alterations,  repairs,
improvements or additions (including without limitation,  the Second Floor Work,
as such term is defined  in Section  1.6  above,  if  applicable)  to the Leased
Premises  or to the  Building  of  which  they are a part as  Landlord  may deem
necessary or desirable. Tenant shall permit Landlord to show the Leased Premises
to  prospective  tenants during the last six (6) months of the Lease Term or any
renewal thereof. If Tenant shall not be personally present to open and permit an
entry  into the  Leased  Premises  at any time when such  entry by  Landlord  is
necessary  or  permitted  thereunder,  Landlord may enter by means of master key
without  liability  to Tenant  except for any failure to  exercise  due care for
Tenant's  property,  and without affecting this Lease. If, during the last month
of the Lease Term,  Tenant shall have removed  substantially all of its property
from the Leased Premises, Landlord may immediately enter and alter, renovate and
redecorate  the Leased  Premises  without  elimination  or  abatement of rent or
incurring liability to Tenant for any compensation.

                  22.14    CORPORATE AUTHORITY. If Tenant is a corporation, each
individual  executing  this Lease on behalf of said  corporation  represents and
warrants he is duly  authorized  to execute and deliver  this Lease on behalf of
said  corporation in accordance  with a duly adopted  resolution of the Board of
Directors  of  said  corporation  or in  accordance  with  the  by-laws  of said
corporation,  and this Lease is binding upon said corporation in accordance with
its terms.

                                      -21-
<PAGE>

                  22.15    NOTICES.   All  notices  or  demands  of  every  kind
required  or desired to be given by Landlord  or Tenant  thereunder  shall be in
writing and shall be deemed  delivered  forty-eight  (48) hours after depositing
the notice or demand in the United States mail, certified or registered, postage
prepaid,  addressed to the Landlord at the address set forth in Section 3 of the
Summary or Tenant,  at the address set forth in Section 5 of the Summary,  or at
such other place as such party may designate from time to time.

                  22.16    REAL  ESTATE  BROKER.  Tenant  represents  Tenant has
dealt  directly  and only with the real estate  brokers or agents  specified  in
Section 12 of the Summary ("BROKERS") in connection with this Lease, and insofar
as Tenant knows, no other broker  negotiated or participated in the negotiations
of this Lease, or submitted or showed the Leased Premises, or is entitled to any
commission  in  connection  herewith.  Tenant  agrees to  indemnify  and  defend
Landlord  against  and hold the other  party  harmless  from any and all claims,
demands,  losses,  liabilities,  lawsuits,  judgments,  and costs  and  expenses
(including  without limitation  reasonable  attorneys' fees) with respect to any
leasing commission or equivalent  compensation alleged to be owing on account of
Tenant's dealings with any real estate broker or agent other than the Broker(s).

                  22.17    PARKING.  Tenant shall have the right to use, free of
parking  charges,  up to the number of  unreserved  parking  spaces set forth in
Section 13 of the Summary  throughout the Lease Term in the  Building's  parking
facility located adjacent to the Building.  Tenant's  continued right to use the
parking spaces is conditioned  upon Tenant abiding by all rules and  regulations
which are prescribed from time to time for the orderly  operation and use of the
parking  facility where the spaces are located and upon Tenant's  cooperation in
seeing that  Tenant's  employees  and  visitors  also comply with such rules and
regulations.  Landlord  specifically  reserves  the  right to  change  the size,
configuration,  design, layout, location and all other aspects of the Building's
parking facilities and Tenant acknowledges and agrees that Landlord may, without
incurring  any  liability to Tenant and without any abatement of Rent under this
Lease, from time to time, close-off or restrict access to the Building's parking
facilities  or relocate  Tenant's  parking  passes to other  parking  structures
and/or  surface  parking  areas  within  a  reasonable  distance  of the  Leased
Premises.  Landlord  may delegate  its  responsibilities  hereunder to a parking
operator  in which  case such  parking  operator  shall  have all the  rights of
control attributed hereby to Landlord.  Any parking tax or other charges imposed
by governmental  authorities in connection with the use of such parking shall be
paid directly by Tenant or the parking users,  or, if directly  imposed  against
Landlord,  Tenant shall  reimburse  Landlord  for all such taxes and/or  charges
within ten (10) days after Landlord's demand therefor.

                  22.18    SIGN  RIGHTS.  Landlord  shall  provide  space on the
Building  directory on the ground floor lobby of the Building  equal to Tenant's
Share of the Building for a listing identifying  Tenant's name and suite number.
Landlord shall also install near the entry door to the Leased  Premises  signage
identifying  Tenant's  name.  All such  permitted  signage  shall  use  Building
standard materials and lettering. Landlord shall pay for the cost of the initial
installation of such permitted signage, and Tenant shall pay for the cost of any
changes thereto.

                  22.19    SATELLITE EQUIPMENT/EMERGENCY GENERATOR.

                  22.19.1  Subject   to   the   approval   of   all   applicable
governmental  agencies,  subject to Tenant's compliance with all Applicable Laws
and subject to the  provisions  of this Section  22.19 and this Lease,  Landlord
hereby agrees that Tenant shall have the  non-exclusive  right, at Tenant's sole
cost  and   expense,   to  install   up  to  a  combined   total  of  three  (3)
satellite/microwave  dishes or radio  antennae,  each of which shall be Tenant's
personal property  (individually and  collectively,  the "SATELLITE  EQUIPMENT")
within the  screened  area on the roof of the  Building in an exact  location as
shall be  designated by Landlord.  Tenant's  Satellite  Equipment  shall be kept
within such screened area and shall not be visible from the streets  adjacent to
or  surrounding  the  Project,  or visible  from the  Additional  Buildings.  In
addition,  subject to the  approval  of all  applicable  governmental  agencies,
subject to Tenant's  compliance  with all  Applicable  Laws,  and subject to the
provisions of this Section 22.19 and this Lease, Tenant shall have the exclusive
right,  at Tenant's  sole cost and expense,  to use the existing  1,000-kilowatt
back-up emergency generator, and the existing concrete-lined above-ground diesel
fuel tank connected thereto (the "TANK"),  each of which is currently located in
the area depicted on EXHIBIT B-3 attached  hereto (the "GENERATOR  SITE").  Such
generator and Tank (collectively,  the "EMERGENCY  GENERATOR") shall be accepted
by Tenant in their 'AS-IS", "WHERE-IS", "WITH ALL FAULTS" condition, and without
representation or warranty by Landlord.  Notwithstanding  anything herein to the
contrary, Landlord shall have the right to require Tenant, at Tenant's sole cost
and expense,  to install  protective  barricades or other  protective  equipment
around the Generator Site and/or  Emergency  Generator as Landlord may determine
are reasonably necessary to protect the Emergency Generator. In addition, Tenant
shall  have the  non-exclusive  right,  subject  to  available  capacity  of the
Building, to install such connection equipment, such as wires, conduits, cables,
risers, feeders and materials (collectively,  the "CONNECTING EQUIPMENT") in the
shafts,  ducts,  conduits,  chases,  utility closets and other facilities of the
Building as is reasonably  necessary to connect the Satellite  Equipment and the
Emergency  Generator to Tenant's  other  machinery  and  equipment in the Leased
Premises,  subject however, to the provisions of Section 22.19.2,  below. Tenant
shall also have the right of access,  consistent with Section 22.19.3, below, to
the areas where any such  Connecting  Equipment  is located for the  purposes of
maintaining, repairing, testing and replacing the same.

                                      -22-
<PAGE>

                  22.19.2  The  installation  of  the  Satellite  Equipment  and
related Connecting Equipment and the installation of any Connecting Equipment to
the Emergency  Generator  (hereby referred to together and/or  separately as the
"SPECIAL  EQUIPMENT")  shall  constitute  alterations  and shall be performed in
accordance  with and  subject  to the  provisions  of  Article 9 of this  Lease,
including,  without  limitation,  Tenant's obligation to obtain Landlord's prior
consent to the size and other  specifications of the Special Equipment,  and the
Special Equipment shall be treated for all purposes of this Lease as if the same
were  Tenant's  property,  except that Tenant  shall have no right to  transfer,
encumber or remove the  Emergency  Generator  from the Generator  Site.  For the
purposes of  determining  Tenant's  obligations  with  respect to its use of the
Special  Equipment and areas of the Project as herein  provided,  the portion of
the  roof of the  Building  and  the  Generator  Site  affected  by the  Special
Equipment  shall be deemed to be a portion  of  Tenant's  Leased  Premises  (but
Tenant shall have no obligation to pay rent on such portion);  consequently, all
of the provisions of this Lease with respect to Tenant's  obligations  hereunder
shall apply to the installation,  use and maintenance of the Special  Equipment,
including   without   limitation,   provisions   relating  to  compliance   with
requirements as to insurance, indemnity, repairs and maintenance, and compliance
with Applicable Laws; provided, however, Tenant shall not be obligated to insure
the areas of the roof of the Building upon which any of the Satellite  Equipment
and related  Connecting  Equipment is located or make repairs  thereto except to
the extent such  repairs  either (i) are Tenant's  obligation  under this Lease,
(ii) are  necessitated by Tenant's acts or omissions,  and/or (iii) are required
as a result of any damage thereto caused by such Satellite Equipment and related
Connecting Equipment and/or Tenant's use thereof (including, without limitation,
as a result  of  loading  on the roof in  excess  of the  standard  roof  load).
Landlord  shall have no obligation  with regard to the affected  portions of the
roof,  Generator  Site and/or any other areas  where the  Special  Equipment  is
located,  except as expressly  provided in this Section  22.19.  It is expressly
understood that Landlord  retains the right to use and to grant to third parties
the right to use the  portions of the  Building  not  utilized by Tenant for any
purpose whatsoever.

                  22.19.3  Tenant shall  install,  use,  maintain and repair the
Special  Equipment  in such a manner so as not to damage or  interfere  with the
operation of the Building or any other portion of the Project or the  Building's
or  Project's  systems and  equipment  or any other  communications,  generators
and/or  similar  equipment  located in the Project;  and Tenant hereby agrees to
indemnify,  defend  and hold  Landlord  harmless  from and  against  any and all
claims,  costs,  damages,  expenses and liabilities  (including attorneys' fees)
arising out of Tenant's  failure to comply with the  provisions  of this Section
22.19.3.

                  22.19.4  Landlord shall not have any obligations  with respect
to the Special  Equipment or compliance with any requirements  relating thereto,
nor shall  Landlord  be  responsible  for any  damage  that may be caused to the
Special  Equipment  except to the extent (i) caused by the gross  negligence  or
willful misconduct of Landlord and (ii) not insured or required to be insured by
Tenant under this Lease.  Landlord  makes no  representation  that the Satellite
Equipment and related  Connecting  Equipment will be able to receive or transmit
communication  signals without interference or disturbance or that the Emergency
Generator and related  Connecting  Equipment  will be able to supply  sufficient
power to the Leased  Premises,  and Tenant  agrees  that  Landlord  shall not be
liable to Tenant therefor.

                  22.19.5  Tenant,  at  Tenant's  sole cost and  expense,  shall
install  such  fencing and other  protective  equipment  on or about the Special
Equipment  as shall be  required  by  Applicable  Laws  and/or as  Landlord  may
reasonably require.

                  22.19.6  Tenant  shall,  at its sole cost and expense,  (i) be
solely  responsible for any damage caused as a result of the Special  Equipment,
(ii)  promptly  pay any tax,  license or permit  fees  charged  pursuant  to any
requirements  in connection  with the  installation,  maintenance  or use of the
Special Equipment and comply with all precautions and safeguards  recommended by
all  governmental  authorities,  and  (iii)  make  all  necessary  repairs  of ,
replacements to and/or  maintenance of the Special  Equipment so as at all times
to keep the same in first-class condition and repair.

                                      -23-
<PAGE>

                  22.19.7  Tenant  shall  not use  any  Hazardous  Materials  in
connection  with the Special  Equipment,  except  that Tenant may use  batteries
within the Emergency  Generator and fuel stored within the Tank as necessary for
the operation of the Emergency Generator, as long as such batteries and fuel are
kept, maintained and used in accordance with all Applicable Laws and the highest
safety  standards for such use, and so long as such fuel is always stored within
the Tank and is not used or stored  in any area  outside  of the Tank,  and such
batteries are always used within the Emergency  Generator and not used or stored
in any area  outside the  Emergency  Generator.  Landlord  shall have the right,
after providing  Tenant with written notice of Landlord's  intent to do same, to
conduct such tests and/or  inspections of the Special  Equipment as Landlord may
determine are  reasonably  necessary  from time to time to ensure that Tenant is
complying  with the terms of this Section  22.19 and/or to ensure that there has
been no  release,  and/or  that there is not  threat of  release,  of  Hazardous
Materials;  Tenant shall pay for the reasonable cost of such tests,  but only in
the event such tests  reveal that there has been such a release or there is such
a threat of release of Hazardous  Materials,  or Tenant has otherwise  failed to
comply with the  provisions of this Section  22.19.  Tenant shall  promptly,  at
Tenant's  expense,  take all  investigatory  and all remedial action required by
Applicable  Laws  and/or  reasonably  recommended  by  Landlord,  whether or not
formally  ordered or required by Applicable  Laws, for the cleanup of any spill,
release or other  contamination of the roof of the Building,  the Generator Site
and/or the  Project  caused or  contributed  to by  Tenant's  use of the Special
Equipment  (including,  without  limitation,  the  fuel  and  batteries  for the
Emergency Generator), and/or pertaining to or involving any such fuel, batteries
or  other  Hazardous  Materials  brought  onto  the  roof of the  Building,  the
Generator  Site  and/or  the  Project  during the Lease Term by Tenant or any of
Tenant's agents,  employees,  contractors,  licensees or invitees.  Tenant shall
indemnify,  defend and hold Landlord  harmless from and against any and all loss
of rents, damages, losses, liabilities,  judgments,  claims, expenses, penalties
and attorneys' and  consultants'  fees arising out of or involving any Hazardous
Materials  brought onto the roof of the Building,  the Generator Site and/or the
Project by or for Tenant. Tenant's obligations shall include, but not be limited
to,  the  effects of any  contamination  or injury to  person,  property  or the
environment created or suffered by Tenant or any of Tenant's agents,  employees,
licensees  or invitees,  and the cost of  investigation,  removal,  remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease.

                  22.19.8  The Emergency Generator shall be routinely tested and
inspected  by Tenant,  at  Tenant's  expense,  in  accordance  with  recommended
industry standard testing procedures. Testing hours are restricted,  however, to
those specific hours set and determined by Landlord from time to time.

                  22.19.9  If any of the  conditions  set forth in this  Section
22.19 are not complied with by Tenant,  then without limiting  Landlord's rights
and remedies it may  otherwise  have under this Lease,  at law and/or in equity,
Tenant shall,  upon written notice from Landlord,  have the option either to (i)
immediately  discontinue  its use of the  Special  Equipment,  remove  the  same
(excluding the Emergency Generator which shall remain at the Real Property), and
make such repairs and restoration as required under Section 22.19.9 below,  (ii)
reposition  the  Special  Equipment  to a location  designated  by  Landlord  if
Landlord  elects  to  permit  such  repositioning,  and make  such  repairs  and
restorations  as required  under Section  22.19.9  below,  or (iii) correct such
noncompliance within thirty (30) days after receipt of notice.

                  22.19.10 Upon the  expiration  of the  Lease  Term or upon any
earlier termination of this Lease,  Tenant shall,  subject to the control of and
direction from Landlord,  remove the Special Equipment  (excluding the Emergency
Generator  which shall remain at the Real  Property),  repair any damage  caused
thereby,  and restore the roof and other portions of the Building and Project to
their condition  existing prior to the  installation of such Special  Equipment,
reasonable wear and tear not caused by the Special Equipment excepted.

                  22.19.11 Tenant's  rights  under this  Section  22.19 shall be
personal  to the  Original  Tenant,  and  may  not  be  assigned  or  exercised,
voluntarily  or  involuntarily,  by or to, any  person or entity  other than the
Original  Tenant,  and shall only be available to and exercisable by the Tenant,
when the  Original  Tenant is in actual and  physical  possession  of the entire
Leased Premises.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -24-
<PAGE>


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

LANDLORD:         W9/MTN REAL ESTATE LIMITED PARTNERSHIP,
                  a Delaware limited partnership

                  By:     LEGACY PARTNERS COMMERCIAL, INC.,
                          a Texas corporation, as agent and manager for Landlord

                          By:
                                   /s/ Debra Smith
                                  ----------------------------------------------
                                  Name:  Debra Smith
                                         ---------------------------------------
                                  Title:  Senior Vice President - Marketing
                                          --------------------------------------


TENANT:           MANAGED STORAGE INTERNATIONAL,
                  a Delaware corporation

                  By:
                           /s/ Thomas P. Sweeney III
                          ------------------------------------------------------
                          Name:
                                 Thomas P. Sweeney III
                                 -----------------------------------------------
                          Title:
                                 Chief Executive Officer
                                 -----------------------------------------------

                  By:
                           /s/ Paul McKnight
                          ------------------------------------------------------
                          Name:
                                 Paul McKnight
                                 -----------------------------------------------
                          Title:
                                 CFO
                                 -----------------------------------------------

***If Tenant is a CORPORATION,  the  authorized  officers must sign on behalf of
the corporation and indicate the capacity in which they are signing.  This Lease
must be  executed  by the  president  or vice  president  and the  secretary  or
assistant secretary, UNLESS the bylaws or a resolution of the board of directors
shall otherwise  provide,  in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.

<PAGE>


                                    EXHIBIT A
                                    ---------


                                LEGAL DESCRIPTION
                                -----------------



         The following described property located in Jefferson County,  Colorado
and Boulder County, Colorado:

Lots 1, 2, and 3,
LINCOLN SOUTHPOINT
City of Broomfield,

Counties of Jefferson  and  Boulder,  Recorded  August 5, 1998 at Reception  No.
1831572  further  referenced  in  Plan-44,  File-3 at  Numbers 50 and 51 Boulder
County Records;  August 4, 1998 at Reception No. F0665420 further  referenced at
Plat Book 142 at Pages 28-29 Jefferson County Records.


                                    EXHIBIT A
                                       -1-
<PAGE>


                                    EXHIBIT B
                                    ---------


                                   FLOOR PLAN
                                   ----------














                                    EXHIBIT B
                                       -1-
<PAGE>


                                   EXHIBIT B-1
                                   -----------


                         FLOOR PLAN OF FIRST OFFER SPACE
                         -------------------------------






















                                   EXHIBIT B-1
                                       -1-
<PAGE>


                                   EXHIBIT B-2
                                   -----------


                         DEPICTION OF SECOND FLOOR WORK
                         ------------------------------






















                                   EXHIBIT B-2
                                       -1-
<PAGE>


                                   EXHIBIT B-3
                                   -----------


                                 GENERATOR SITE
                                 --------------






















                                   EXHIBIT B-3
                                       -1-
<PAGE>


                                    EXHIBIT C
                                    ---------


                              RULES AND REGULATIONS
                              ---------------------

                  1.       No sign,  placard,  picture,  advertisement,  name or
notice shall be  inscribed,  displayed,  printed or affixed on or to any part of
the outside or inside of the Building without prior written consent of Landlord,
and  Landlord  shall have the right to remove any such sign,  placard,  picture,
advertisement,  name and notice  without notice to and at the expense of Tenant.
At all times and at its sole  discretion,  Landlord shall have the express right
to control signage outside or inside the Building.

                  2.       No furniture,  freight or equipment of any kind shall
be brought into the Building  without prior notice to Landlord and all moving of
same into or out of the  Building  shall be done at such time and in such manner
as Landlord  shall  designate.  Landlord  shall have the right to prescribe  the
weight,  size and position of all safes and other heavy  equipment  brought into
the  Building  and also the  times and  manner of moving  same in and out of the
Building.  Safes or other  heavy  objects  shall,  if  considered  necessary  by
Landlord,  stand on  supports  of such  thickness  as is  necessary  to properly
distribute the weight.  Landlord shall not be responsible  for loss of or damage
to any such safe or property  from any cause and all damage done to the Building
by moving or  maintaining  any such safe or other  property shall be repaired at
the expense of Tenant.

                  3.       The sidewalks, halls, passages, entrances, stairways,
elevators and other common areas shall not be  obstructed by any tenants,  their
agents or  employees,  or used by them for any  purpose  other than  ingress and
egress to and from their  offices.  Tenant  shall  cooperate  with  Landlord  in
maintaining the good order and cleanliness of all such common areas.

                  4.       Tenant  shall not  disturb the  occupants  of this or
adjoining  buildings  by use of any  television,  radio or  musical  instrument,
making loud or disruptive noises or creation of offensive odors.

                  5.       No cooking  shall be done or  permitted  by Tenant in
the  Leased  Premises;  provided,  however,  Underwriters'   laboratory-approved
equipment  and  microwave  ovens may be used in the Leased  Premises for heating
food and brewing coffee, tea, hot chocolate and similar beverages, provided that
such use is in  accordance  with all  applicable  federal,  state and city laws,
codes,  ordinances,  rules and  regulations,  and does not cause odors which are
objectionable to Landlord and/or other tenants. The Leased Premises shall not be
used for  storage of  merchandise,  washing  clothes,  lodging or any  improper,
objectionable or immoral purpose.

                  6.       Tenant  shall not use or keep in the Leased  Premises
or the Building any kerosene,  gasoline or inflammable  or combustible  fluid or
material,  or use any  method of  heating  or air  conditioning  other than that
supplied by Landlord.

                  7.       Tenant  shall not bring any animals or birds into the
Building  and shall  not  permit  bicycles  or other  vehicles  inside or on the
sidewalks  outside the Building except in areas  designated from time to time by
Landlord for such purposes.

                  8.       No additional lock or locks shall be placed by Tenant
on any door in the  Building  without  prior  written  consent  of  Landlord.  A
reasonable  number of keys to the Leased  Premises and to the restrooms shall be
furnished by Landlord, and neither Tenant nor its agents or employees shall have
any duplicate key made. At termination of tenancy,  Tenant shall promptly return
all keys to offices, restrooms or vaults to Landlord.

                  9.       Tenant  shall  give  Landlord  access  to the  Leased
Premises  and to all locked  areas at all  reasonable  times for the  purpose of
inspecting and maintaining the same.

                  10.      The  toilet  rooms,  urinals,  wash  bowls  and other
apparatus  shall not be used for any  purpose  other  than for  which  they were
constructed  and no foreign  substance  of any kind  whatsoever  shall be thrown
therein.  The expense of any  breakage,  stoppage or damage  resulting  from the
violation of this rule shall be borne by Tenant,  or its  employees or invitees,
whoever shall have caused it.

                  11.      Tenant  shall not employ  any  person  other than the
janitor of  Landlord  for the purpose of cleaning  the Leased  Premises  without
prior written consent of Landlord,  and without Landlord's consent, no person or
persons shall be permitted to enter the Building for the purpose of cleaning the
same.  Tenant  shall  not  cause any  unnecessary  labor by  reason of  Tenant's
carelessness or indifference in the preservation of good order and cleanliness.

                  12.      Canvassing,  soliciting  and peddling in or about the
Building are prohibited.

                  13.      No window shades,  blinds, screens or draperies shall
be attached or detached by Tenant without Landlord's prior written consent.

                                    EXHIBIT C
                                       -1-
<PAGE>

                  14.      Tenant  shall not mark upon,  paint signs upon,  cut,
drill into, drive nails or screws into, or in any way deface the walls, ceiling,
partitions or floors of the Leased Premises or the Building, and any defacement,
damage or injury caused by Tenant, its agents or employees, shall be paid for by
Tenant.

                  15.      Tenant  shall  comply  with  all  Building   security
procedures as may from time to time be put into effect by Landlord.

                  16.      For the purpose of providing  utilities and services,
the Building's  normal  business  hours shall be 7 a.m. - 6 p.m.  Monday through
Friday; 8 a.m. - 1 p.m. Saturday; Sunday and Holidays excluded.

                  17.      Prior to  leaving  the  Building,  Tenant  shall make
certain the doors of the Leased  Premises  are closed and securely  locked,  all
water  faucets or water  apparatus  are entirely  shut off, and all  electricity
shall likewise be carefully shut off, so as to prevent waste or damage,  and for
any default or  carelessness  Tenant shall make good all  injuries  sustained by
other tenants, occupants, the Building or Tenant.

                  18.      Tenant shall at all times  cooperate with Landlord in
preserving a first-class image for the Building.

                  19.      Landlord  reserves the right to make such  reasonable
additions and  amendments to these Rules and  Regulations as in its judgment may
from time to time be needful  and  desirable  for the  safety,  security,  care,
efficiency and  cleanliness of the Building and the  preservation  of good order
therein.


                                    EXHIBIT C
                                       -2-
<PAGE>


                                    EXHIBIT D
                                    ---------


                               AMENDMENT TO LEASE
                               ------------------

                  This AMENDMENT TO LEASE ("AMENDMENT") is made and entered into
effective as of  ____________,  200__, by and between W9/MTN REAL ESTATE LIMITED
PARTNERSHIP,  a Delaware limited partnership  ("LANDLORD"),  and MANAGED STORAGE
INTERNATIONAL, a Delaware corporation ("TENANT").

                                R E C I T A L S :
                                - - - - - - - -

                  A.       Landlord and Tenant  entered into that certain Office
Lease dated as of March 15, 2002 (the "LEASE") pursuant to which Landlord leased
to Tenant  and  Tenant  leased  from  Landlord  certain  "LEASED  PREMISES,"  as
described  in the  Lease,  known as Suite 250 of the  Building  located at 12303
Airport Way, Broomfield, Colorado.

                  B.       Except as otherwise set forth herein, all capitalized
terms used in this Amendment  shall have the same meaning as given such terms in
the Lease.

                  C.       Landlord  and  Tenant  desire  to amend  the Lease to
confirm the Commencement Date and Expiration Date, as hereinafter provided.

                  NOW, THEREFORE, in consideration of the foregoing Recitals and
the  mutual  covenants  contained  herein,  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                  1.       CONFIRMATION  OF DATES.  The parties  hereby  confirm
that (a) Landlord has  completed  all work  required by the Lease as of the date
hereof,  and  (b)  the  Lease  Term  commenced  as  of   ________________   (the
"COMMENCEMENT DATE") for a term of approximately sixty-six (66) months ending on
_______________ (unless sooner terminated as provided in the Lease).

                  2.       NO FURTHER MODIFICATION.  Except as set forth in this
Amendment,  all of the terms and provisions of the Lease shall remain unmodified
and in full force and effect.

                  IN WITNESS WHEREOF,  this Amendment to Lease has been executed
as of the day and year first above written.

                  "Landlord":

                  W9/MTN REAL ESTATE LIMITED PARTNERSHIP,
                  a Delaware limited partnership

                  By:     LEGACY PARTNERS COMMERCIAL, INC.,
                          a Texas corporation, as agent and manager for Landlord

                          By:

                                  ----------------------------------------------
                                  Name:
                                         ---------------------------------------
                                  Title:
                                          --------------------------------------

                  "Tenant":

                  MANAGED STORAGE INTERNATIONAL,
                  a Delaware corporation

                  By:

                          ------------------------------------------------------
                          Name:

                                 -----------------------------------------------
                          Title:

                                  ----------------------------------------------

                  By:

                          ------------------------------------------------------
                          Name:

                                 -----------------------------------------------
                          Title:

                                  ----------------------------------------------


                                    EXHIBIT D
                                       -1-
<PAGE>

                                    EXHIBIT E
                                    ---------

             ATTORNMENT, SUBORDINATION AND NON-DISTURBANCE AGREEMENT
             -------------------------------------------------------


  THIS AGREEMENT made this ______ day of _______________, 200__, by and among:

BANK:                           SouthTrust Bank, National Association
                                P. O. Box 2554
                                Birmingham, Alabama 35290
                                Attention:  Commercial Real Estate Department

LESSEE:                         Managed Storage International
                                1140 Pearl Street
                                Boulder, Colorado 80302
                                Attention:  _____________________

                                and

OWNER:                          W9/MTN Real Estate Limited Partnership
                                c/o Legacy Partners Commercial, Inc.
                                12202 Airport Way, Suite 180
                                Broomfield, Colorado 80021
                                Attention:  Property Manager

                  WHEREAS:

                  (1)      W9/MTN Real Estate Limited  Partnership (the "OWNER")
is the owner of the  property  described  in  EXHIBIT  "A"  attached  hereto and
incorporated herein by reference (the "PROPERTY");

                  (2)      SouthTrust Bank,  National  Association  ("BANK") has
made a loan (the  "LOAN") to Owner,  and such Loan is secured by a Deed of Trust
and  Security  Agreement  on the  Property  (as amended  from time to time,  the
"MORTGAGE");

                  (3)      By Lease dated March 15,  2002,  (the  "LEASE"),  the
Owner, as Lessor,  is leasing to , a MANAGED STORAGE  INTERNATIONAL,  a Delaware
corporation  (the  "LESSEE"),  a  portion  of the  improvements  located  on the
Property  as  described  in  this  Lease  ("LEASED  PREMISES")  for  a  term  of
approximately  sixty-six  (66)  months,  at the  rental  and upon the  terms and
conditions set forth in said Lease;

                  (4)      Bank desires to assure the Lessee  possession  of the
Leased  Premises  upon the terms and  conditions  set forth in the Lease for the
entire  original  term and any optional  renewal term therein  provided  without
regard to any default under the terms of the Mortgage;

                  (5)      Lessee  desires to assure  Bank that the Lessee  will
attorn to the Bank under the circumstances set forth in this Agreement and under
the Lease;

                  (6)      Bank desires to assure Lessee that its  possession of
the Leased  Premises and rights under the Lease will not be disturbed so long as
Lessee is not in default under the Lease or the terms of this Agreement;

                  (7)      Lessee  has agreed to  subordinate  the Lease and its
interest therein to the Mortgage.

                  NOW,  THEREFORE,  in  consideration  of Ten and No/100 Dollars
($10.00) in hand paid by each of the parties herein to the other,  of other good
and valuable  consideration,  and of the mutual promises  contained herein,  the
receipt and sufficiency of which is hereby  acknowledged by each of the parties,
the Bank, Lessee and Owner covenant and agree as follows:

                  1.       SUBORDINATION.  Anything to the contrary in the Lease
notwithstanding,  the Lease, and all rights of Lessee thereunder,  are and shall
be subject and  subordinate  in all respects to the Mortgage,  to each and every
advance made or hereafter to be made under the  Mortgage,  and to all  renewals,
modifications,  consolidations,  replacements  and  extensions  of the Mortgage.
Notwithstanding any provisions of the Lease to the contrary,  and for so long as
the  Mortgage  and  any   modification   or  extensions   thereof  shall  remain
unsatisfied,  the  Mortgage,  the Lease and the rights of the  Lessee  under the
Lease shall be superior to any subsequent financing or other encumbrances with a
party other than Bank,  its  successors  or assigns,  with respect to the Leased
Premises,  and  Lessee  and Owner  agree that each will not at any time prior to
satisfaction of the Mortgage  voluntarily  subordinate the Lease to any mortgage
or encumbrance to a party other than Bank, its successors or assigns, respecting
the Leased Premises which is junior in priority to the Mortgage.

                  2.       RIGHT OF BANK TO CURE DEFAULTS.  If any default shall
occur  under the Lease on the part of the Owner,  which  would  give  Lessee the
right (or under which Lessee  might claim the right) to cancel or terminate  the
Lease,  Lessee shall  promptly give notice  thereof to Bank, and Bank shall have
thirty  (30) days from the date of such notice to cure any such  default,  or if
such  default is not  reasonably  capable of being cured in such period of time,
Bank shall have the right  within such time to commence  remedying  such default
and shall proceed diligently to complete the same. In the event any such default
is so cured, the Lease shall not be deemed to be in

                                    EXHIBIT E
                                       -1-
<PAGE>

default, and Lessee's duties thereunder shall continue unabated.  Nothing herein
shall be deemed to be a duty on the part of Bank to cure any such  default,  but
only a right on its behalf.

                  3.       LESSEE TO ATTORN TO BANK.

                  (a)      In the  event  that the  Bank  shall  succeed  to the
interest of Owner under such Lease, the Lease shall continue with the same force
and effect as if the Bank,  as Lessor,  and the Lessee had entered  into a Lease
for a term equal to the then  unexpired  term of the Lease,  containing the same
terms, conditions and covenants as those contained in the Lease, including,  but
not limited to, any rights of renewal therein,  and the Lessee shall be bound to
the Bank under all of the provisions of the Lease for the remaining term thereof
with the same force and  effect as if the Bank were the Lessor  under the Lease,
and the Lessee hereby  attorns and agrees to attorn to the Bank as its landlord,
such attornment to be effective and self-operative  without the execution of any
further instruments on the part of either of the parties hereto immediately upon
the  succession  of Bank to the  interest of Owner  under the Lease.  The Lessee
shall be under no obligation  to pay rent to the Bank until the Lessee  receives
written  notice  from the Bank  that an event of  default  under any of the loan
documents  relating to the Loan has  occurred,  or that it has  succeeded to the
interest of the Owner  under the Lease.  The Owner and Lessee  agree that,  upon
receiving  such notice from Bank,  Lessee  shall pay all rents  directly to Bank
without  any duty to inquire as to the  validity  of such notice and without any
liability therefor to Owner.  Nothing contained herein shall in any manner limit
or restrict the right of Bank to have a receiver  appointed or to seek any other
appropriate  relief  or  remedy  under  any one or more  of the  loan  documents
relating to the Loan.  The respective  rights and  obligations of the Lessee and
the Bank upon such  attornment  and their  relationship  shall be as tenant  and
landlord  respectively,  for the  remaining  term of the  Lease,  including  any
renewal periods set forth in said Lease;

                  (b)      Lessee agrees that it shall not,  without the express
consent of Bank, prepay any minimum rental under the Lease to Owner in excess of
one (1) month's advance minimum rental; and

                  (c)      In the  event  that the  Bank  shall  succeed  to the
interest of the Owner under the Lease, the Bank agrees to be bound to the Lessee
under  all of the  terms,  covenants  and  conditions  of the  Lease;  provided,
however, that Bank shall not be:

                  (i)      Liable for any act or omission of any prior  landlord
(including the Owner); or

                  (ii)     Subject to any offsets which the Lessee might have or
thereafter have against any prior landlord (including the Owner); or

                  (iii)    Bound by any  prepayment of more than one (1) month's
minimum rental under the Lease to any prior landlord (including the Owner); or

                  (iv)     Bound by an amendment,  modification  or surrender of
the Lease made without its consent.

                  4.       BANK'S RIGHT TO PROCEED AGAINST LESSEE.  In the event
the Bank shall  succeed to the  interest of the Owner under the Lease,  the Bank
will have the same remedies by entry, action or otherwise for the nonperformance
of any agreement contained in the Lease, for the recovery of rent, for the doing
of any waste or for any  other  default,  as Owner had or would  have had if the
succession not taken place,  and this right shall exist whether or not the Lease
is formally terminated; in any such action, Lessee waives the necessity of Owner
being made a party to such proceeding.

                  5.       NON-DISTURBANCE PROVISIONS. In the event the Mortgage
shall be foreclosed,  or in the event Bank otherwise succeeds to the interest of
the Owner under the Lease, and provided that Lessee is not then in default under
the Lease, the Lease shall not terminate on account of such foreclosure or other
such  succession,  by  operation  of law or  otherwise,  so long  as the  Lessee
continues to pay the rents  reserved in the Lease and otherwise  does not become
in default under the Lease.

                  6.       BANK'S  APPROVAL OR CONSENT.  Wherever Bank's consent
or  approval  under  the Lease is  required,  Bank  agrees  to not  unreasonably
withhold  such consent,  and it is understood  and agreed that Bank shall not be
deemed to have  unreasonably  withheld such consent or approval,  wherein Bank's
reasonable  discretion  to give such approval or consent would reduce the value,
decrease  the size or impair the  structural  integrity  of the Leased  Premises
and/or the Property or otherwise impair the security granted under the Mortgage.

                  7.       OWNER'S AND LESSEE'S CERTIFICATION.  Owner and Lessee
hereby confirm and certify to Bank the following:

                  (a)      That the Lease is in full  force and  effect  and has
not been modified,  altered or amended and  constitutes a complete  statement of
the agreement between Owner and Lessee with respect to the leasing of the Leased
Premises.

                  (b)      That,  as of the date  hereof,  Lessee has no charge,
lien or claim of offset or credit  against  rentals or other charges  coming due
under the Lease,  nor have rentals been prepaid except as expressly  provided by
the terms of the Lease.

                  (c)      That Lessee has been notified that the Lease has been
or will be assigned to Bank as security  for the Loan,  and Lessee has no notice
of a prior assignment, hypothecation or pledge of rents or the Lease.

                                    EXHIBIT E
                                       -2-
<PAGE>


                  (d)      That  there  are  no  actions,  either  voluntary  or
involuntary,  pending against the Lessee under the bankruptcy laws of the United
States, or under the bankruptcy laws of any state.

                  (e)      That to the  knowledge of Owner and Lessee,  no party
to the Lease is in default thereunder.

                  (f)      That all  rentals  due or coming  due under the Lease
are currently paid or due to be paid to the Owner.

                  (g)      That this  certification  is made with the  knowledge
that Bank is relying on this certification in making the Loan to the Owner.

                  8.       SURVIVAL.   This   instrument   shall   survive   any
foreclosure  of the  Leased  Premises,  or any other  succession  by Bank to the
interest of the Owner with respect to the Leased  Premises,  and shall remain in
full force and effect until the end of the Lease term and all exercised optional
extension  periods,  or until  satisfaction  of the Mortgage  and all  renewals,
modifications,  consolidations,  replacements,  and  extensions of the Mortgage,
whichever shall first occur.

                  9.       LIMITATION  OF BANK'S  LIABILITY.  Lessee  shall look
solely to the Property  for  recovery of any judgment or damages from Bank,  its
successors  and assigns,  and neither Bank nor its  successors  or assigns shall
have any personal liability, directly or indirectly, under or in connection with
the Lease or this  Agreement or any amendment or  amendments  to either  thereof
made at any time or times,  heretofore or hereafter,  and Lessee hereby  forever
and  irrevocably  waives and releases any and all such personal  liability.  The
limitation of liability provided in this paragraph is in addition to, and not in
limitation  of, any  limitation on liability  applicable to Bank, its successors
and assigns, provided by law or by any other contract, agreement or instrument.

                  10.      APPROVALS. The Owner has joined in this Agreement for
the  purpose  of  expressing  its  consent  and  agreement  to be  bound  by the
provisions hereof.

                  11.      NOTICES.  All notices or demands  hereunder  shall be
sufficient  if sent by United  States  registered  or  certified  mail,  postage
prepaid, addressed as follows:

         IF TO BANK:            SouthTrust Bank, National Association
                                P. O. Box 2554
                                Birmingham, Alabama  35290
                                ATTENTION:  Commercial Real Estate Department

         WITH A COPY TO:        Ray D. Gibbons, Esq.
                                Gordon, Silberman, Wiggins & Childs
                                1400 SouthTrust Tower
                                420 North 20th Street
                                Birmingham, Alabama  35203

         IF TO LESSEE:          Managed Storage International
                                1140 Pearl Street
                                Boulder, Colorado 80302
                                Attention:  ___________________
                                (Prior to the Commencement Date of the Lease)

                                and

                                12303 Airport Way, Suite 250
                                Broomfield, Colorado 80021
                                Attention:  ___________________
                                (After the Commencement Date of the Lease)

         IF TO OWNER:           W9/MTN Real Estate Limited Partnership
                                c/o Legacy Partners Commercial, Inc.
                                12202 Airport Way, Suite 180
                                Broomfield, Colorado  80021
                                Attention:  Property Manager

         WITH A COPY TO:        Legacy Partners Commercial, Inc.
                                4000 East Third Avenue, Suite 600
                                Foster City, California  94404-4810
                                Attn:  Mr. Rick Wada

or such other  address as any party may  hereafter  designate  in writing to the
other.

                                    EXHIBIT E
                                       -3-
<PAGE>


                  12.      BINDING  EFFECT.   This  Agreement  and  all  of  the
covenants,  terms,  conditions and  obligations  herein  contained are covenants
running with the land (the Property and the Leased Premises) and binding thereon
and shall be binding  upon and shall inure to the benefit of the parties  hereto
and their  respective  successors  and  assigns and  successors  in title to the
Leased Premises and successors in title to the Property.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Attornment, Subordination and Non-Disturbance Agreement to be executed effective
on the day and year first above written.

                             BANK:

                             SOUTHTRUST BANK, NATIONAL ASSOCIATION

                             By:
                                /s/ Eric Overton
                                ------------------------------------------------
                             Its:
                                 Vice President
                                 -----------------------------------------------


                             LESSEE:

                             MANAGED STORAGE INTERNATIONAL,
                             a Delaware corporation

                             By:
                                /s/ Thomas P. Sweeney, III
                                ------------------------------------------------
                             Its:
                                 President & CEO
                                 -----------------------------------------------


                             OWNER:

                             W9/MTN REAL ESTATE LIMITED PARTNERSHIP,
                             a Delaware limited partnership

                             By:     W9/MTN GEN-PAR, L.L.C.,
                                     a Delaware limited liability company,
                                     its General Partner

                                     By:
                                        /s/ Barry S. DiRaimondo
                                        ----------------------------------------
                                     Its:

                                         ---------------------------------------


                                    EXHIBIT E
                                       -4-
<PAGE>


STATE OF ALABAMA             )
                             ) ss.
COUNTY OF JEFFERSON          )

Before me, Ginger Bowen, on this day personally appeared Eric Overton,  known to
me to be the person whose name is subscribed to the  foregoing  instrument,  and
known to me to be the Vice President of SouthTrust Bank, National Association, a
national banking  association,  and acknowledged to me that he executed the same
for the purposes and consideration therein expressed.

         WITNESS my hand and official seal.
                                       /s/ Ginger D. Bowen
                                       -----------------------------------------
                                       Notary Public in and for said State


(SEAL)

STATE OF COLORADO            )
                             ) ss.
COUNTY OF JEFFERSON          )

Before me, Robin W. Denster,  on this day personally appeared Thomas P. Sweeney,
III known to me to be the  person  whose  name is  subscribed  to the  foregoing
instrument,  and known to me to be the  President  & CEO of Managed  Storage,  a
Delaware,  and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

         WITNESS my hand and official seal.
                                       /s/ Robin W. Denster
                                       -----------------------------------------
                                       Notary Public in and for said State


(SEAL)

STATE OF                               )
                                       ) ss.
COUNTY OF                              )

Before me, ____________________________________________,  on this day personally
appeared ________________________________________,  known to me to be the person
whose name is subscribed to the foregoing instrument,  and known to me to be the
______________________________  of W9/MTN Gen-Par,  L.L.C.,  a Delaware  limited
liability company, as General Partner of W(/MTN Real Estate Limited Partnership,
a Delaware limited partnership, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed.

         WITNESS my hand and official seal.
                                       /s/ Natalie A. Denbow
                                       -----------------------------------------
                                       Notary Public in and for said State


(SEAL)



                                    EXHIBIT E
                                       -5-

<PAGE>


State of California

County of San Mateo

On April 1, 2002  before me, Natalie A. Denhow Notary Public
   -------------             -------------------------------
           Date           Name, Title of Officer- E.G. `Jane Doe, Notary Public"

  Personally appeared Barry S. DiRaimondo
                      -------------------
                      Name(s) of Signer(s)

 X  personally known to me - OR -  proved  to me on the  basis  of  satisfactory
--- evidence to


                                        be the person  whose name is  subscribed
                                        to    the    within    instrument    and
                                        acknowledged  to me that he executed the
                                        same in his authorized capacity and that
                                        by his signature on the  instrument  the
                                        person,  or the  entity  upon  behalf of
                                        which the  person  acted,  executed  the
                                        instrument.

                                              WITNESS my hand and official seal.

                                                           /s/ Natalie A. Denbow
                                                           ---------------------
                                                             Signature of Notary

--------------------------------------------------------------OPTIONAL ---------
-------------------------------------------------


Though the data below is not  required by law, it may prove  valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER                      DESCRIPTION OF ATTACHED DOCUMENT

____   INDIVIDUAL

____   CORPORATE OFFICER                                Signature Authorization

_____________________                               TITLE OR TYPE OF DOCUMENT
      TITLE(S)                                        INSURANCE RELEASE DOCUMENT
                                               ____ LIMITED
_____ PARTNER(S)

                                               ____ MANAGING MEMBER

_____ ATTORNEY-IN-FACT


__ NUMBER OF PAGES

_____ TRUSTEE(S)

_____ GUARDIAN/CONSERVATOR

_____ OTHER:_____________________________

                                DATE OF DOCUMENT

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

SIGNER(S) OTHER THAN ABOVE

 Copyright 1993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave.,P.0 Box 7184 Canoga
                              Park, CA 91309-7184

                                    EXHIBIT E
                                       -6-

<PAGE>

                             EXHIBIT A TO EXHIBIT F
                             ----------------------

                             DESCRIPTION OF PROPERTY
                             -----------------------

         The following described property located in Jefferson County,  Colorado
and Boulder County, Colorado:

Lots 1, 2, and 3,
LINCOLN SOUTHPOINT
City of Broomfield,

Counties of Jefferson  and  Boulder,  Recorded  August 5, 1998 at Reception  No.
1831572  further  referenced  in  Plan-44,  File-3 at  Numbers 50 and 51 Boulder
County Records;  August 4, 1998 at Reception No. F0665420 further  referenced at
Plat Book 142 at Pages 28-29 Jefferson County Records.

                                  EXHIBIT A TO
                                    EXHIBIT F
                                       -1-
<PAGE>

                             LETTER OF CREDIT RIDER

                  This Letter of Credit  Rider ("LC  RIDER") is made and entered
into by and between W9/MTN REAL ESTATE LIMITED  PARTNERSHIP,  a Delaware limited
partnership  ("LANDLORD"),   and  MANAGED  STORAGE  INTERNATIONAL,   a  Delaware
corporation  ("TENANT"),  and is  dated  as of the  date  of  the  Office  Lease
("LEASE") by and between Landlord and Tenant to which this LC Rider is attached.
The  agreements  set forth in this LC Rider shall have the same force and effect
as if set  forth in the  Lease.  To the  extent  the  terms of this LC Rider are
inconsistent  with the  terms of the  Lease,  the  terms of this LC Rider  shall
control.

                  1.       Concurrently  upon  Tenant's  execution of the Lease,
Tenant  shall  deliver to Landlord,  as  additional  protection  for Landlord to
assure the full and  faithful  performance  by Tenant of all of its  obligations
under the Lease and for all losses and damages  Landlord  may suffer as a result
of any  default by Tenant  under the Lease,  an  irrevocable  and  unconditional
negotiable  letter of credit  (the  "LETTER OF  CREDIT"),  in the form  attached
hereto as EXHIBIT 1 and  containing the terms  required  herein,  payable in the
County of Broomfield,  Colorado running in favor of Landlord issued by a solvent
nationally recognized bank with a long term rating of BBB or higher (as rated by
Moody's  Investors  Service or Standard & Poor's),  and under the supervision of
the  Superintendent  of Banks of the State of  Colorado,  or a national  banking
association,  in the amount set forth in Section 10 of the  Summary of the Lease
("LC  AMOUNT"),  as the same may be reduced  pursuant to PARAGRAPH 6 below.  The
Letter  of  Credit  shall  be  (i)   "callable"   at  sight,   irrevocable   and
unconditional, (ii) subject to the terms of this LC Rider, maintained in effect,
whether  through  renewal or  extension,  for the entire period from the date of
execution of the Lease and continuing until the date (the "LC EXPIRATION  DATE")
which is one hundred twenty (120) days after the expiration of the initial Lease
Term,  and Tenant shall deliver a new Letter of Credit or certificate of renewal
or extension to Landlord at least  thirty (30) days prior to the  expiration  of
the Letter of Credit then held by Landlord, without any action whatsoever on the
part of Landlord,  (iii) subject to the  International  Standby  Practices 1998,
International  Chamber of Commerce Publication No. 590, (iv) fully assignable by
Landlord,  and (v) permit partial draws.  Notwithstanding the foregoing sentence
to the contrary,  in no event shall Tenant be required to maintain two (2) valid
Letters of Credit each in the LC Amount at any time  during the Lease Term,  and
upon Tenant's delivery of a valid renewal or replacement Letter of Credit in the
LC Amount,  in accordance with the terms of this LC Rider, the current Letter of
Credit held by Landlord shall be promptly returned to Tenant. In addition to the
foregoing,  the form and terms of the Letter of Credit (and the bank issuing the
same  (the  "BANK"))  shall  be  acceptable  to  Landlord,  in  Landlord's  sole
discretion, and shall provide, among other things, in effect that: (A) Landlord,
or its then  managing  agent,  shall have the right to draw down an amount up to
the face  amount of the Letter of Credit  upon the  presentation  to the Bank of
Landlord's (or Landlord's  then managing  agent's)  written  statements that (1)
such amount is due to Landlord under the terms and conditions of the Lease,  (2)
Tenant has filed a voluntary  petition under the Federal  Bankruptcy Code or (3)
an  involuntary  petition  has been  filed  against  Tenant  under  the  Federal
Bankruptcy Code, it being understood that if Landlord or its managing agent is a
limited liability company,  corporation,  partnership or other entity, then such
statement  shall be signed by an officer (if a  corporation),  a general partner
(if a partnership),  or any authorized  party (if another  entity);  and (B) the
Letter of Credit will be honored by the Bank without  inquiry as to the accuracy
thereof  and  regardless  of whether  the Tenant  disputes  the  content of such
statement.

                  2.       The Letter of Credit shall also provide that Landlord
may,  at any time and  without  notice to Tenant  and  without  first  obtaining
Tenant's consent thereto,  transfer all or any portion of its interest in and to
the  Letter of Credit  to  another  party,  person or  entity,  as a part of the
assignment by Landlord of its rights and  interests in and to the Lease.  In the
event of a transfer of  Landlord's  interest  in the  Building,  Landlord  shall
transfer  the  Letter  of  Credit,  in  whole or in part to the  transferee  and
thereupon Landlord shall,  without any further agreement between the parties, be
released  by Tenant  from all  liability  therefor,  and it is  agreed  that the
provisions  hereof shall apply to every  transfer or  assignment of the whole or
any portion of said Letter of Credit to a new landlord.  In connection  with any
such  transfer of the Letter of Credit by Landlord,  Tenant  shall,  at Tenant's
sole  cost and  expense,  execute  and  submit  to the Bank  such  applications,
documents and  instruments  as may be necessary to effectuate  such transfer and
Tenant shall be responsible  for paying the Bank's  transfer and processing fees
in connection therewith.

                  3.       If, as result of any  application  or use by Landlord
of all or any part of the Letter of  Credit,  the amount of the Letter of Credit
shall be less than the LC Amount, Tenant shall, within ten (10) days thereafter,
provide  Landlord with additional  letter(s) of credit in an amount equal to the
deficiency and any such additional letter of credit shall comply with all of the
provisions of this LC Rider,  and if Tenant fails to comply with the  foregoing,
the same  shall  constitute  an  uncurable  default by  Tenant.  Tenant  further
covenants  and warrants  that it will neither  assign nor encumber the Letter of
Credit or any part  thereof,  and that neither  Landlord nor its  successors  or
assigns will be bound by any such assignment,  encumbrance, attempted assignment
or attempted encumbrance.  Without limiting the generality of the foregoing,  if
the Letter of Credit expires earlier than the LC Expiration Date,  Landlord will
accept a renewal  thereof  (such  renewal  letter of credit to be in effect  and
delivered to Landlord,  as applicable,  not later than thirty (30) days prior to
the  expiration  of the  Letter  of  Credit),  which  shall be  irrevocable  and
automatically  renewable as above provided  through the LC Expiration  Date upon
the same terms as the  expiring  Letter of Credit or such other  terms as may be
acceptable to Landlord in its sole discretion.  However, if the Letter of Credit
is not timely  renewed,  or if Tenant  fails to maintain the Letter of Credit in
the amount and in accordance with the terms set forth in this LC Rider, Landlord
shall have the right to present  the Letter of Credit to the Bank in  accordance
with the terms of this LC Rider and the  proceeds of the Letter of Credit may be
                                      -1-
<PAGE>
applied by Landlord  against any Rent  payable by Tenant under the Lease that is
not paid when due and/or to pay for all losses and  damages  that  Landlord  has
suffered or that Landlord  reasonably  estimates that it will suffer as a result
of any default by Tenant under the Lease.  Any unused proceeds shall  constitute
the  property of  Landlord  and need not be  segregated  from  Landlord's  other
assets.  Landlord  agrees to pay to Tenant  within thirty (30) days after the LC
Expiration  Date the amount of any proceeds of the Letter of Credit  received by
Landlord and not applied against any Rent payable by Tenant under the Lease that
was not paid when due or used to pay for any losses and/or  damages  suffered by
Landlord (or  reasonably  estimated by Landlord that it will suffer) as a result
of any default by Tenant under the Lease;  provided,  however,  that if prior to
the  LC  Expiration  Date  a  voluntary  petition  is  filed  by  Tenant,  or an
involuntary petition is filed against Tenant by any of Tenant's creditors, under
the Federal  Bankruptcy  Code, then Landlord shall not be obligated to make such
payment in the amount of the unused Letter of Credit  proceeds  until either all
preference  issues  relating to payments  under the Lease have been  resolved in
such bankruptcy or reorganization case or such bankruptcy or reorganization case
has been dismissed.

                  4.       Tenant hereby  acknowledges  and agrees that Landlord
is entering into the Lease in material  reliance upon the ability of Landlord to
draw upon the Letter of Credit upon the occurrence of any default on the part of
Tenant  under the Lease.  If there shall occur a default  under the Lease as set
forth in Article 19 of the Lease, Landlord may, but without obligation to do so,
draw upon the  Letter of Credit  in part or in  whole,  to cure any  default  of
Tenant  and/or to  compensate  Landlord  for any and all  damages of any kind or
nature  sustained or which  Landlord  reasonably  estimates that it will sustain
resulting from Tenant's default.  Tenant agrees not to interfere in any way with
payment to Landlord of the proceeds of the Letter of Credit,  either prior to or
following  a  "draw"  by  Landlord  of any  portion  of the  Letter  of  Credit,
regardless  of whether  any dispute  exists  between  Tenant and  Landlord as to
Landlord's right to draw from the Letter of Credit.  No condition or term of the
Lease shall be deemed to render the Letter of Credit  conditional to justify the
issuer of the Letter of Credit in failing to honor a drawing upon such Letter of
Credit in a timely  manner.  Tenant agrees and  acknowledges  that Tenant has no
property interest whatsoever in the Letter of Credit or the proceeds thereof and
that,  in the event  Tenant  becomes a debtor  under any  chapter of the Federal
Bankruptcy Code,  neither Tenant,  any trustee,  nor Tenant's  bankruptcy estate
shall have any right to restrict or limit  Landlord's claim and/or rights to the
Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6)
of the Federal Bankruptcy Code.

                  5.       Landlord and Tenant  acknowledge and agree that in no
event or  circumstance  shall the Letter of Credit or any renewal thereof or any
proceeds  thereof be (i) deemed to be or treated as a "security  deposit" within
the meaning of Colorado law, including C.R.S. Section 38-12-103, (ii) subject to
the terms of such Section  38-12-103,  or (iii) intended to serve as a "security
deposit"  within the meaning of such Section  38-12-103.  The parties hereto (A)
recite that the Letter of Credit is not intended to serve as a security  deposit
and such Section  38-12-103  and any and all other laws,  rules and  regulations
applicable to security  deposits in the commercial  context  ("Security  Deposit
Laws") shall have no  applicability  or relevancy  thereto and (B) waive any and
all rights,  duties and obligations either party may now or, in the future, will
have relating to or arising from the Security Deposit Laws.

                  6.       Notwithstanding anything to the contrary set forth in
this LC Rider, it is hereby agreed that the LC Amount shall be reduced by and to
the  amounts  on the dates set forth on the  schedule  below;  provided  that no
default  on behalf  of Tenant  exists  as of the  scheduled  reduction  date and
Landlord has not drawn down on any portion of the Letter of Credit prior to such
reduction  date. Any such  reductions in the LC Amount pursuant this Paragraph 6
shall be accomplished  through an amendment or replacement  Letter of Credit, to
be provided by Tenant to Landlord at Tenant's sole cost and expense.

                  7.       In the event  that  Landlord  shall  have  improperly
drawn down on any portion of the Letter of Credit and such drawn down portion(s)
have been improperly applied by Landlord,  then Tenant shall have the rights set
forth in this Paragraph 7. Specifically,  Tenant may institute legal proceedings
to determine  and collect the amount of the  portion(s)  of the Letter of Credit
which  Landlord  improperly  drew down,  if any,  and in the event  that  Tenant
prevails in such legal  proceedings  and  receives a monetary  judgment  against
Landlord, then Landlord shall pay such monetary judgment to Tenant within thirty
(30) days after the date such monetary judgment is entered.

   --------------------------- ----------------------- ---------------------
          Reduction Date          Amount of Reduction     Revised LC Amount
   --------------------------- ----------------------- ---------------------

     First day of 30th month          $18,956.50            $56,869.50
      of initial Lease Term

   --------------------------- ----------------------- ---------------------

     First day of 42nd month          $18,956.50            $37,913.00
      of initial Lease Term

   --------------------------- ----------------------- ---------------------

     First day of 54th month          $18,956.50            $18,956.50
      of initial Lease Term

   --------------------------- ----------------------- ---------------------

     First day of 66th month          $18,956.50                $0
      of initial Lease Term

   --------------------------- ----------------------- ---------------------
                         [SIGNATURES ON FOLLOWING PAGE]
                                      -2-
<PAGE>


   "Landlord"     W9/MTN REAL ESTATE LIMITED PARTNERSHIP,
                  a Delaware limited partnership

                  By:     LEGACY PARTNERS COMMERCIAL, INC.,
                          a Texas corporation, as agent and manager for Landlord

                          By:     /s/ Debra Smith
                                  ----------------------------------------------
                                  Name: Debra Smith
                                       -------------------------------
                                  Its: Senior Vice President - Marketing
                                      ------------------------------------------

    "Tenant"      MANAGED STORAGE INTERNATIONAL,
                  a Delaware corporation

                  By:  /s/ Thomas P. Sweeney, III
                       ---------------------------------------------------------
                       Name: Thomas P. Sweeney, III
                            ----------------------------------------------------
                       Its: President & CEO
                           -----------------------------------------------------


                  By:  /s/ Paul McKnight
                       ---------------------------------------------------------
                       Name: Paul McKnight
                            ----------------------------------------------------
                       Its: CFO
                           -----------------------------------------------------

                                      -3-
<PAGE>


                              EXHIBIT 1 TO LC RIDER
                              ---------------------

                         ------------------------------

                         ------------------------------

                         ------------------------------
                        Contact Phones:
                                        -----------------
                          IRREVOCABLE LETTER OF CREDIT


<TABLE>
<S>                                            <C>
________________, 2002                         Our irrevocable standby Letter of Credit:
                                               No. _____________________________

Beneficiary:                                   Applicant:
W9/MTN REAL ESTATE LIMITED PARTNERSHIP,        MANAGED STORAGE INTERNATIONAL
a Delaware limited partnership                 a Delaware corporation
c/o Legacy Partners Commercial, Inc.           1140 Pearl Street
700 17th Street, Suite 300                     Boulder, Colorado 80302
Denver, Colorado  80202

                                               Amount:  Exactly USD $____________
                                               (_______________________ and __/100 Dollars)

                                               Final Date of Expiration:  _________________
                                               [INSERT DATE WHICH IS 120 DAYS AFTER
                                               THE EXPIRATION DATE]
</TABLE>

                  We (the "Bank") hereby issue our irrevocable standby Letter of
Credit  No.  ______________  in  Beneficiary's  favor  for  the  account  of the
above-referenced   Applicant,   in  the   aggregate   amount  of   exactly   USD
$_______________.

                  This Letter of Credit is available with us at our above office
by  presentation  of your draft drawn on us at sight bearing the clause:  "Drawn
under ______________  [INSERT NAME OF BANK] Letter of Credit No. ______________"
and accompanied by the following:

                  1.       Beneficiary's signed certification purportedly signed
                           by an authorized officer or agent stating:

                  (A)      "Such  amount is due to the  Beneficiary  as landlord
under the terms and conditions of that certain lease  agreement  dated March 15,
2002 for premises located at 12303 Airport Way, Broomfield, Colorado 80021"; or

                  (B)      "The Bank has  notified us that this Letter of Credit
will not be  extended  beyond  the  current  expiration  date of this  Letter of
Credit;" or

                  (C)      "Tenant  has  filed a  voluntary  petition  under the
Federal Bankruptcy Code;" or

                  (D)      "An  involuntary  petition  has  been  filed  against
Tenant under the Federal Bankruptcy Code."

                  2.       The original of this Letter of Credit.

                  Special conditions:

                  Partial draws under this Letter of Credit are permitted.

                  This Letter of Credit shall expire on  ______________  [INSERT
DATE WHICH IS ANNUAL ANNIVERSARY OF LEASE COMMENCEMENT DATE]; provided, however,
that  notwithstanding the above expiration of this Letter of Credit, this Letter
of Credit shall be  automatically  extended for  successive,  additional one (1)
year periods, without amendment, from the present or each future expiration date
but in any event not beyond  _____________  [INSERT DATE WHICH IS 120 DAYS AFTER
THE EXPIRATION  DATE] which shall be the final expiration date of this Letter of
Credit,  unless, at least thirty (30) days prior to the then current  expiration
date we notify you by  registered  mail/overnight  courier  service at the above
address  that this  Letter of Credit  will not be  extended  beyond the  current
expiration date.

                  We hereby  agree with you that all drafts  drawn  under and in
compliance  with the terms of this  Letter of Credit will be duly  honored  upon
presentation to us of the documents  described in Paragraph 1 above on or before
the expiration date of this Letter of Credit, without inquiry as to the accuracy
thereof and  regardless  of whether  Applicant  disputes the content of any such
documents or certifications.

                  This Letter of Credit is  transferable  and any such  transfer
may be effected by us,  provided that you deliver to us your written request for
transfer in form and substance  reasonably  satisfactory to us. Beneficiary may,
at any  time and  without  notice  to  Applicant  and  without  first  obtaining
Applicant's  consent  thereto,  transfer  all or any  portion  of  Beneficiary's
interest  in and to the  Letter of Credit to  another  party,  person or entity,
regardless  of whether or not such transfer is separate from or as a part of the

                                      -4-
<PAGE>

assignment by  Beneficiary of  Beneficiary's  rights and interests in and to the
Lease.  The  original  of this  Letter of Credit  together  with any  amendments
thereto must accompany any such transfer request.

                  Except so far as otherwise  expressly stated, this documentary
credit is subject to the  International  Standby  Practices 1998,  International
Chamber Of Commerce Publication No. 590.

By:
    ----------------------------------------------
    Authorized signature

                  Please direct any correspondence  including drawing or inquiry
quoting our reference number to the above referenced address.

                      This document consists of two pages.


                                      -5-
<PAGE>


                                  OFFICE LEASE

                         MOUNTAIN VIEW CORPORATE CENTER
                              BROOMFIELD, COLORADO

                                    SUITE 250

                     W9/MTN REAL ESTATE LIMITED PARTNERSHIP,

                         A DELAWARE LIMITED PARTNERSHIP

                                   AS LANDLORD


                                       AND


                         MANAGED STORAGE INTERNATIONAL,
                             A DELAWARE CORPORATION

                                    AS TENANT




                                 MARCH 15, 2002




<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

1.     LEASED PREMISES.........................................................1
2.     TERM....................................................................3
3.     RENT....................................................................3
4.     SECURITY DEPOSIT........................................................4
5.     USE.....................................................................4
6.     OPERATING EXPENSES......................................................5
7.     UTILITIES AND SERVICES..................................................7
8.     MAINTENANCE, REPAIRS AND ALTERATIONS....................................8
9.     ALTERATIONS AND ADDITIONS...............................................9
10.    INSURANCE..............................................................10
11.    INDEMNITY..............................................................11
12.    DAMAGE, DESTRUCTION AND BUSINESS INTERRUPTION..........................11
13.    TENANT TAXES...........................................................12
14.    COMMON AREAS...........................................................13
15.    ASSIGNMENT AND SUBLETTING..............................................13
16.    TENANT'S DEFAULT.......................................................15
17.    LANDLORD'S DEFAULT.....................................................16
18.    CONDEMNATION...........................................................17
19.    SUBORDINATION..........................................................17
20.    QUIET ENJOYMENT........................................................18
21.    DELAYS.................................................................18
22.    GENERAL PROVISIONS.....................................................18


EXHIBITS

EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - FLOOR PLAN
EXHIBIT B-1 - FLOOR PLAN OF FIRST OFFER SPACE
EXHIBIT B-2 - DEPICTION OF SECOND FLOOR WORK
EXHIBIT B-3 - GENERATOR SITE
EXHIBIT C - RULES AND REGULATIONS
EXHIBIT D - AMENDMENT TO LEASE
EXHIBIT E - ATTORNMENT, SUBORDINATION AND NON-DISTURBANCE AGREEMENT
LETTER OF CREDIT RIDER



                                       (i)
<PAGE>


                         MOUNTAIN VIEW CORPORATE CENTER
                         ------------------------------

                       SUMMARY OF BASIC LEASE INFORMATION
                       ----------------------------------

                  This Summary of Basic Lease  Information  (the  "SUMMARY")  is
hereby  incorporated  by reference  into and made a part of the attached  Office
Lease. Each reference in the Office Lease to any term of this Summary shall have
the  meaning  as set  forth in this  Summary  for such  term.  In the event of a
conflict  between the terms of this Summary and the Office  Lease,  the terms of
the Office Lease shall prevail. Any initially  capitalized terms used herein and
not otherwise  defined  herein shall have the meaning as set forth in the Office
Lease.

TERMS OF LEASE
--------------
(References are to the Office Lease)              DESCRIPTION
                                                  -----------
1.   Dated as of:                      March 15, 2002


2.   Landlord:                         W9/MTN REAL ESTATE LIMITED PARTNERSHIP,
                                       a Delaware limited partnership

3.   Address of Landlord:              c/o LEGACY PARTNERS COMMERCIAL, INC.
                                       12202 Airport Way, Suite 180
                                       Broomfield, Colorado 80021
                                       Attn:  Property Manager

                                       with a copy to:

                                       c/o LEGACY PARTNERS COMMERCIAL, INC.
                                       700 17th Street, Suite 300
                                       Denver, Colorado 80202
                                       Attn:  Portfolio Vice President


4.   Tenant:                           MANAGED STORAGE INTERNATIONAL,
                                       a Delaware corporation


5.   Address of Tenant:                1140 Pearl Street
                                       Boulder, Colorado 80302
                                       Attn:
                                       (Prior to Commencement Date)

                                       and

                                       12303 Airport Way, Suite 250
                                       Broomfield, Colorado 80221
                                       Attn:
                                       (After Commencement Date)


6.   Leased Premises (Article 1):

     6.1  Leased Premises:              Approximately   10,673  square  feet  of
                                        Rentable  Area  located  on  the  second
                                        (2nd) floor of the  Building (as defined
                                        below),   as  set  forth  in  EXHIBIT  B
                                        attached hereto, known as Suite 250.

     6.2  Building:                     The Leased  Premises  are located in the
                                        "Building"   whose   address   is  12303
                                        Airport Way, Broomfield, Colorado 80021.

7.   Term (Article 2):

     7.1  Lease Term:                   Approximately sixty-six (66) months.

     7.2  Commencement Date:            The  earlier  to  occur  of (i) the date
                                        upon which  Tenant  first  commences  to
                                        conduct business in the Leased Premises,
                                        and   (ii)   April   1,   2002,    which
                                        Commencement  Date is  anticipated to be
                                        April 1, 2002 .

     7.3  Expiration Date:              The last day of the  month on which  the
                                        sixty-sixth  (66th)  anniversary  of the
                                        Commencement Date occurs.

     7.4  Lease Amendment:              Subject  to  Article  2  of  the  Office
                                        Lease,  Landlord  and Tenant may confirm
                                        the Commencement Date and the Expiration
                                        Date  in  an   Amendment  to  the  Lease
                                        (EXHIBIT D).



                                      (ii)
<PAGE>


8.   Base Rent (Article 3):

                                      Monthly      Annual Base Rental Rate per
      Months of       ANNUAL        Installment    Square Foot of Rentable Area
     Lease Term      Base Rent     of Base Rent       of the Leased Premises
     ----------     -----------    ------------       ----------------------

       1 - 18*      $146,753.75     $12,229.48                $13.75

       19 - 30      $149,742.19     $12,478.52                $14.03

       31 - 42      $152,730.63     $12,727.55                $14.31

       43 - 54      $155,719.07     $12,976.59                $14.59

       55 - 66      $158,814.24     $13,234.52                $14.88

* Base Rent for months 1 through 6 of the Lease Term shall be abated pursuant to
Section 3.1 of the Lease.

9.   Security Deposit (Article 4):

                                                            $38,182.66.

10.  Letter of Credit Amount (Letter of Credit Rider):

                                                            $75,826.00.

11.  Tenant's Share of Operating Expenses (Article 6):      9.29% (10,673 square
                                                            feet   of   Rentable
                                                            Area    within   the
                                                            Leased
                                                            Premises/114,908
                                                            square    feet    of
                                                            Rentable Area within
                                                            the Building).

12.  Brokers (Section 22.16):                               Legacy      Partners
                                                            Commercial,    Inc.,
                                                            and  Wright-Kingdom,
                                                            Inc.

13. Number of Parking Passes (Section 22.17):               Four (4)  unreserved
                                                            parking  spaces  for
                                                            each  1,000   square
                                                            feet   of   Rentable
                                                            Area  of the  Leased
                                                            Premises.



                                      (iii)