AMENDED AND RESTATED LOAN AGREEMENT

                            Dated as of May 1, 1999,

                                  by and among

                          TRINET REALTY CAPITAL, INC.,
                                   as Lender,

                                       and

                                 ICG 161, L.P.,
                                   as Borrower


<PAGE>

                                TABLE OF CONTENTS

1.  Definitions; Certain Terms................................................ 1
         1.1  Definitions..................................................... 1
         1.2  Certain Terms................................................... 9
         1.3  Replacement of Prior Loan Agreement............................. 9

2.  The Loan; Payment Due on Maturity Date.................................... 9
         2.1  Execution of Loan Documents..................................... 9
         2.2  Payment on Maturity............................................. 9

3.  Interest Rate Provisions; Payments........................................ 9
         3.1  Applicable Interest Rate........................................ 9
         3.2  Payments....................................................... 10
         3.3  Computations................................................... 10

4.  Late Charges; Prepayment................................................. 10
         4.1  Late Charges................................................... 10
         4.2  Prepayment..................................................... 10

5.  Manner of Payment........................................................ 11

6.  Conditions............................................................... 11
         6.1  Documents...................................................... 11
         6.2  Other Actions.................................................. 13
         6.3  Opinions and Assurances........................................ 13
         6.4  Representations................................................ 13
         6.5  Closing Expenses............................................... 13

7.  Representations and Warranties........................................... 13
         7.1  Due Authorization.............................................. 14
         7.2  Enforceability................................................. 14
         7.3  Restricted Activities.......................................... 14
         7.4  Borrower Obligations........................................... 14
         7.5  General Partner................................................ 15
         7.6  Transactions with Affiliates................................... 15
         7.7  Employees...................................................... 15
         7.8  No Violation................................................... 15
         7.9  Consents....................................................... 15
         7.10  Solvency...................................................... 16
         7.11  Delinquent Property Liens..................................... 16
         7.12  Defenses...................................................... 16
         7.13  Lien Priority................................................. 16
         7.14  Improvements.................................................. 17
         7.15  Casualty; Condemnation........................................ 17
         7.16  Zoning and Other Laws......................................... 17
         7.17  Leases........................................................ 17
         7.18  Tenant Estoppels.............................................. 17
         7.19  Litigation.................................................... 17
         7.20  Brokerage and Other Fees...................................... 17
         7.21  Investment Company............................................ 17
         7.22  Other Agreements.............................................. 17
                                      -i-
<PAGE>

8.  Affirmative Covenants.................................................... 18
         8.1  Financial Statements; Other Information........................ 18
         8.2  Maintenance of Existence and Property.......................... 18
         8.3  Inspection of Property; Books and Records; Discussions; Bank
              Accounts and Funds............................................. 18
         8.4  Notices........................................................ 18
         8.5  Expenses....................................................... 19
         8.6  Loan Documents................................................. 19
         8.7  Indemnification................................................ 19
         8.8  Property Management............................................ 20
         8.9  Impositions.................................................... 20
         8.10  Insurance..................................................... 20

9.  Negative Covenants....................................................... 20
         9.1  Indebtedness................................................... 20
         9.2  Consolidation and Merger....................................... 21
         9.3  Sale of Assets-Encumbrances.................................... 21
         9.4  Transactions with Affiliates................................... 21
         9.5  Restricted Activities.......................................... 21
         9.6  Fiscal Year.................................................... 21
         9.7  Manager........................................................ 22
         9.8  Leases......................................................... 22

10.  Events of Default....................................................... 22
         10.1  Payment Default............................................... 22
         10.2  Misrepresentation............................................. 22
         10.3  Negative Covenant Default..................................... 22
         10.4  Other Loan Defaults........................................... 22
         10.5  Bankruptcy, etc............................................... 23
         10.6  Judgments..................................................... 23
         10.7  Defaults Under Other Agreements............................... 23
         10.8  Net Worth..................................................... 23
         10.9  Tenant Defaults............................................... 24
         10.10  Additional Borrower Cure Right............................... 24
         10.11  Remedies..................................................... 24

11.  Miscellaneous Provisions................................................ 24
         11.1  Assignment.................................................... 24
         11.2  Agents........................................................ 24
         11.3  Cumulative Rights; No Waiver.................................. 24
         11.4  Entire Agreement.............................................. 25
         11.5  Survival...................................................... 25
         11.6  Notices....................................................... 25
         11.7  Headings...................................................... 26
         11.8  Modifications in Writing...................................... 26
         11.9  Execution in Counterparts..................................... 26
         11.10  Severability of Provisions................................... 26
         11.11  WAIVER OF JURY TRIAL......................................... 26
         11.12  Reinstatement; Recapture..................................... 26
         11.13  Governing Law................................................ 26
         11.14  Cross Collateralization; Marshalling, etc.................... 27


                                      -ii-
<PAGE>

                               Table of Schedules

Schedule 6.1(iv)                    UCC Filings
Schedule 7.6                        Transactions with Affiliates
Schedule 7.14                       Encroachments
Schedule 7.19                       Litigation


                                Table of Exhibits

Exhibit A                           Form of Environmental Indemnity
Exhibit B                           Form of Guaranty
Exhibit C                           Form of Assumption Agreement

                                     -iii-
<PAGE>

                      AMENDED AND RESTATED LOAN AGREEMENT


     AMENDED  AND  RESTATED  LOAN  AGREEMENT,  dated as of May 1,  1999,  by and
between  TRINET REALTY  CAPITAL,  INC., a Maryland  corporation  ("Lender"),  as
lender,  and ICG 161,  L.P., a Delaware  limited  partnership  ("Borrower"),  as
borrower.

                                    RECITALS

     A.  Lender  made a Loan  to ICG  Services,  Inc.,  a  Delaware  corporation
("Guarantor"), the proceeds of which Guarantor used to purchase the Property.

     B. Guarantor intends to sell the Property to Borrower,  and Borrower wishes
to acquire the Property  subject to the Deed of Trust and to assume  Guarantor's
obligations under the Loan Documents.

     C. Lender is willing to allow  Borrower to assume the Loan and  Guarantor's
obligations  under the Loan  Documents,  on the terms and  conditions  set forth
herein and in the other Loan Documents.

                                    AGREEMENT

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     Section 1. Definitions; Certain Terms.

     1.1 Definitions.  For purposes of this Agreement, the terms set forth below
shall have the following meanings:

     "Affiliate"  shall mean,  with respect to any specified  Person,  any other
Person  controlling or controlled by or under common control with such specified
Person.  For the purposes of this definition,  "control," when used with respect
to any specified  Person,  means the power to direct the management and policies
of such Person, directly or indirectly,  whether through the ownership of voting
securities,  by contract or otherwise.  The terms "controlling" and "controlled"
have meanings correlative to the foregoing.

     "Agreement" shall mean this Amended and Restated Loan Agreement,  as it may
be amended from time to time in accordance with its terms.

     "Assumption Agreement" shall mean the Assumption and Modification Agreement
dated as of May 1, 1999, among Borrower, Guarantor and Lender.

                                       1
<PAGE>

     "Borrower"  shall  have the  meaning  given  such term in the  introductory
paragraph of this Agreement.

     "Borrower  Partnership   Agreement"  shall  mean  the  Limited  Partnership
Agreement of ICG 161, L.P., dated as of May 1, 1999, between General Partner, as
general partner,  and Limited Partner, as limited partner, as such agreement may
be amended or otherwise  modified from time to time in accordance with the terms
thereof and hereof.

     "Business  Day" means any day other  than  Saturdays,  Sundays  and days on
which  national  banks are  permitted  to be closed in  accordance  with Federal
banking laws and regulations.

     "Closing Date" shall mean the date on which all of the conditions precedent
set forth in Section 6 below shall all have been satisfied or waived.

     "Code" shall mean the Internal  Revenue  Code of 1986,  as amended,  or any
successor statute(s).

     "Collateral" shall mean the Property and the other "Mortgaged Property," as
defined in the Deed of Trust.

     "Deed of  Trust"  shall  mean the Deed of  Trust,  Assignment  of Rents and
Security Agreement dated as of January 1, 1999, among Guarantor, as trustor, the
Public  Trustee of  Arapahoe  County,  Colorado,  as  trustee,  and  Lender,  as
beneficiary, as modified by the Assumption Agreement.

     "Default  Rate" shall mean a rate of interest  equal to five hundred  (500)
basis points in excess of the Interest Rate in effect from time to time.

     "Effective Date" shall mean May 1, 1999.

     "Environmental  Indemnity"  shall mean a Secured  Environmental  Indemnity,
dated as of the Effective Date, in the form attached hereto as Exhibit A.

     "Environmental Laws" shall mean all laws, ordinances,  rules,  regulations,
orders and other requirements of any government or public authority now in force
or that may hereafter be in force  relating to protection of human health or the
environment,  including all  requirements  pertaining  to reporting,  licensing,
permitting,  investigation  and remediation of emissions,  discharges,  storage,
disposal or releases of Hazardous Substances and all requirements  pertaining to
the protection of the health and safety of employees or the public.

     "Escrow Company" shall mean Land Title Guarantee Company.

     "Event of Default" shall have the meaning given such term in Section 10.

                                       2
<PAGE>

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America as in effect on the applicable date.

     "General Partner" shall mean ICG Corporate Headquarters, L.L.C., a Colorado
limited liability company,  in its capacity as general partner of Borrower,  and
any successor general partner of Borrower.

     "Governmental  Authority" shall mean any federal,  state,  local or foreign
court, agency,  authority,  board,  bureau,  commission,  department,  office or
instrumentality    of   any   nature   whatsoever   or   any   governmental   or
quasi-governmental  unit, whether now or hereafter in existence,  or any officer
or official thereof, having jurisdiction over Borrower or the Property.

     "Guarantor"  shall  have the  meaning  given such term in Recital A of this
Agreement.

     "Guaranty"  shall mean the  Guaranty  executed by  Guarantor in the form of
Exhibit B attached hereto.

     "Hazardous Substance" shall mean any hazardous or toxic substance, material
or waste, or any pollutant or contaminant,  or words of similar import,  that is
or becomes  regulated by any Governmental  Authority,  and includes,  but is not
limited to, any material or substance  that is, (i)  designated  as a "hazardous
substance"  pursuant to section 311 of the Federal Water  Pollution  Control Act
(33 U.S.C.  section  1317),  (ii)  defined as a  "hazardous  waste"  pursuant to
section 1004 of the Federal  Resource  Conservation  and Recovery Act, 42 U.S.C.
section 6901 et seq. (42 U.S.C.  section  6903),  (iii)  defined as a "hazardous
substance" pursuant to section 101 of the Comprehensive  Environmental  Response
Compensation and Liability Act (42 U.S.C.  section 9601 et seq.), (iv) asbestos,
(v) petroleum (including crude oil or any fraction thereof, natural gas, natural
gas liquids,  liquefied  natural gas, or synthetic  gas usable for fuel,  or any
mixture thereof),  (vi) petroleum  products,  (vii)  polychlorinated  biphenyls,
(viii) urea formaldehyde,  (ix) radon gas, (x) radioactive  matter, (xi) medical
waste, and (xii) chemicals that may cause cancer or reproductive toxicity.

     "ICGC" shall mean ICG Communications, Inc., a Delaware corporation.

     "ICGC  Financial  Statements"  shall have the  meaning set forth in Section
1.19 of the Deed of Trust.

     "ICG Lease"  shall mean that  certain  Lease dated as of January 15,  1998,
between TEFX,  as landlord,  and Tenant,  as tenant,  as amended by that certain
First  Amendment  to  Lease  dated as of  January  1,  1999  and by that  Second
Amendment to Lease dated as of May 1, 1999.

                                       3
<PAGE>

     "ICG Parties" shall mean, collectively,  Borrower,  Guarantor, ICGC and all
Significant Subsidiaries of Borrower, Guarantor and ICGC.

     "Impositions"  shall have the  meaning set forth in Section 1.8 of the Deed
of Trust.

     "Improvements"  shall mean all buildings and  improvements now or hereafter
located or placed in or on the Land, including the existing office building that
has a gross  area of  approximately  239,749  square  feet,  together  with  any
additions thereto or alterations or replacements thereof.

     "Indebtedness"  of any Person  shall  mean,  without  duplication,  (i) any
liability  of such  Person,  to the extent it would  appear as a liability  on a
balance sheet of such Person  prepared in accordance with GAAP, (a) for borrowed
money, (b) evidenced by a bond, note, debenture or similar instrument (including
a purchase money  obligation)  given in connection  with the  acquisition of any
businesses,  properties  or assets of any kind (other than a trade  payable or a
current  liability  arising in the  ordinary  course of  business),  (c) for the
payment of money relating to a capitalized  lease obligation or (d) evidenced by
a currency  agreement or an interest rate agreement;  (ii) any liability of such
Person  under any  reimbursement  obligation  relating  to a letter  of  credit,
statutory obligation,  performance or surety bond; (iii) any liability of others
described in the preceding  clauses (i) and (ii) that such Person has guaranteed
or that is  otherwise  its  legal  liability  or  that is  secured  by a Lien on
property  of such  Person;  and (iv) any  amendment,  supplement,  modification,
deferral, renewal, extension or refunding of any liability of the types referred
to in clauses (i), (ii) and (iii) above.

     "Indemnified  Parties"  shall have the  meaning  given such term in Section
8.7.

     "Insurance  Requirements"  shall  mean  all  provisions  of  the  insurance
policies  covering  or  applicable  to all or any  part of the  Property  or the
ownership,  occupancy,  right to  possession,  use,  improvement,  operation  or
maintenance  thereof,  all  requirements  of the issuer of any of such insurance
policies  and all  orders,  rules,  regulations  and other  requirements  of the
National  Board of Fire  Underwriters  (or any  other  body  exercising  similar
functions,  including any local board of fire underwriters) that, pursuant to an
insurance policy, are binding upon Borrower and applicable to the Property.

     "Interest Rate" shall have the meaning set forth in Section 3.1.

     "Land" shall mean the real  property  described in Exhibit A to the Deed of
Trust.

                                       4
<PAGE>

     "Leases" shall mean all leases,  licenses,  rental  agreements,  subleases,
occupancy agreements,  licenses and other agreements respecting the occupancy or
use of any part of the Real  Property,  in effect at any time during the term of
this Agreement.

     "Lender" shall have the meaning set forth in the introductory  paragraph to
this Agreement.

     "Lien" shall mean any lien,  mortgage,  pledge,  security interest or other
encumbrance  of any  nature  upon any  property  of any  Person,  including  any
mechanic's lien,  materialmen's lien,  conditional sale or other title retention
agreement or lease in the nature thereof.

     "Limited  Partner"  shall mean TriNet Realty  Investors V, Inc., a Maryland
corporation.

     "Loan" shall mean the loan evidenced by the Note.

     "Loan  Assumption"  shall mean  Borrower's  assumption  of the Loan and the
obligations of the borrower under the Loan Documents.

     "Loan Documents" shall mean,  collectively,  this Agreement, the Assumption
Agreement,  the  Note,  the  Deed of  Trust,  the  Guaranty,  the  Environmental
Indemnity, any certificates delivered by Guarantor,  General Partner or Borrower
in connection  with the closing of the Loan or the Loan Assumption and any other
document,  instrument  or agreement  executed by Guarantor,  General  Partner or
Borrower  and  delivered to Lender and  evidencing,  securing or relating to the
Note,  as any of the same may from time to time be  amended in  accordance  with
their terms and the terms hereof.

     "Loan  Year"  shall mean each  twelve-month  period  during the term of the
Loan,  with the first Loan Year  commencing on February 1, 1999 and  terminating
January 31, 2000,  and each  subsequent  Loan Year  commencing  on the next day,
February 1, and ending the following January 31.

     "Losses" shall have the meaning given such term in Section 8.7.

     "Management  Agreement"  shall  mean that  certain  Agreement,  dated as of
January 1, 1999,  between  Borrower's  predecessor  in interest,  as owner,  and
TriNet Property Management,  Inc., a Maryland corporation,  as manager, pursuant
to which property  management services are being provided for the Real Property,
as it may be  amended  from  time to time in  accordance  with its terms and the
terms hereof.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business, assets, operations, prospects or financial condition of Borrower, (b)

                                       5
<PAGE>

the ability of Borrower to pay the  Obligations in accordance  with their terms,
(c) the  Property  or its  value or  utility,  or (d) the Liens of Lender in the
Collateral or the priority of such Liens; provided,  however, that a subdivision
of the Property  pursuant to the  Subdivision  Agreement  shall not constitute a
Material Adverse Effect.

     "Maturity Date" shall mean January 31, 2013.

     "Note" shall mean the  $33,076,754  Promissory  Note dated as of January 1,
1999, executed by Guarantor in favor of Lender and assumed by Borrower.

     "Obligations"  shall  mean  all  loans,   advances,   debts,   liabilities,
obligations,  covenants  and duties  owing to Lender by  Borrower of any kind or
nature,  present or future,  whether or not  evidenced by any note,  guaranty or
other  instrument,  arising under this  Agreement,  the Note or any of the other
Loan Documents, whether or not for the payment of money, arising by reason of an
extension of credit, absolute or contingent,  due or to become due, now existing
or hereafter  arising,  including all principal,  interest,  charges,  expenses,
fees, attorneys' fees and disbursements and any other sum chargeable to Borrower
under this Agreement or any other Loan Document.

     "Officer's  Certificate"  shall mean a certificate of an authorized officer
of General Partner.

     "Permitted  Exceptions"  shall  mean (i) the Liens  created  by the Deed of
Trust,  the  Memorandum  of Right of First  Refusal  and the  Option  and Option
Agreement (as each are defined in the Borrower Partnership Agreement),  (ii) the
ICG Lease, (iii) any future Leases, to the extent permitted hereunder,  that are
or can be, without any action other than notice by Borrower,  subordinate to the
Deed of Trust, (iv) any covenants,  conditions,  Liens, restrictions,  rights of
way, easements and other matters,  whether or not of public record or identified
in the Title  Policy  approved  in writing  by Lender  and (v) other  covenants,
conditions,  restrictions, rights of way, easements and other matters, excluding
mortgages and other similar monetary encumbrances,  to which like properties are
commonly subject and that do not impose any material affirmative  obligations on
the owner of the  Property or require the removal of any  improvements  from the
Property and that  individually  and in the aggregate do not and will not either
(a)  materially  interfere  with the  benefits  of the  security  intended to be
provided  by the  Deed  of  Trust  or the  current  use of the  Property  or (b)
materially impair the value or marketability of the Property.

     "Person" shall mean any individual, corporation, limited liability company,
partnership,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated organization, or Governmental Authority.

                                       6
<PAGE>

     "Personal  Property" shall mean all tangible  personal property of Borrower
now or at any  time  hereafter  located  on or at the Real  Property  or used or
usable in  connection  with the intended  use of the Real  Property or any other
future  occupancy  or use of the Real  Property  and any  replacements  thereof,
including,  but without  limiting the generality of the foregoing,  landscaping,
water  treatment,  garage and power  equipment and supplies,  engines,  lifting,
cleaning,  fire prevention,  fire extinguishing,  and communications  apparatus,
incinerating  equipment,  shades,  awnings,  screens,  storm doors and  windows,
partitions,  carpets, rugs,  furnishings,  televisions,  radios, lamps, mirrors,
paintings and other works of art, wall hangings,  decorations,  and  maintenance
equipment; excluding, however, any Personal Property owned by Tenant, any tenant
under any other Lease or by the Property Manager.

     "Potential  Default"  shall mean an event or condition  which,  but for the
lapse of time or the giving of notice, or both,  would,  unless cured or waived,
constitute an Event of Default.

     "Property"  shall mean,  collectively,  the Real  Property and the Personal
Property.

     "Property  Manager" shall mean the manager under the  Management  Agreement
and its successors and assigns.

     "Real Property" shall mean, collectively, the Land and the Improvements.

     "Requirements  of Law" shall  mean,  as to any  Person,  (i) the  corporate
charter and by-laws (in the case of a  corporation),  partnership  agreement and
certificate or statement of partnership  (in the case of a partnership) or other
organizational or governing documents of such Person, (ii) any legal requirement
including any local, state,  federal or foreign statute,  law, ordinance,  code,
treaty,  rule or regulation now or hereafter in effect (including  Environmental
Laws and the  Americans  with  Disabilities  Act of 1991),  or final and binding
determination of an arbitrator, or order, judgment, decree, injunction,  permit,
license, authorization, certificate, franchise, approval, notice, demand letter,
direction  or  determination  of any  Governmental  Authority  applicable  to or
binding upon such Person or any of its property (or the  operation,  management,
use or condition of its property) or to which such Person or any of its property
(or the operation,  management,  use or condition of its property) is subject or
(iii) any recorded deed of restriction,  declaration,  covenant running with the
land  or  otherwise,  now or  hereafter  in  force  (including  any  such  deed,
declaration or covenant that  constitutes a Permitted  Exception) other than any
such deed,  declaration  or covenant (a) the  noncompliance  with which will not
have a material adverse effect on the value,  utility or legal compliance of the
Property or (b) as to which the Title Policy contains affirmative insurance

                                       7
<PAGE>

against any failure or  reversion  or title and against  loss of priority of the
Lien of the Deed of Trust as a result of noncompliance therewith.

     "Significant  Subsidiaries"  shall  mean,  as to any  Person at any date of
determination,   any   Subsidiary  of  such  Person  that,   together  with  its
Subsidiaries,  (i) for the most recent fiscal year of such Person, accounted for
more than ten percent (10%) of the consolidated  revenues of such Person and its
Subsidiaries,  or (ii) as of the end of such fiscal year,  was the owner of more
than ten  percent  (10%)  of the  consolidated  assets  of such  Person  and its
Subsidiaries,  all as set  forth on the  most  recently  available  consolidated
financial statements of such Person for such fiscal year.

     "Subdivision  Agreement"  shall have the meaning given such term in Section
5.14 of the Deed of Trust.

     "Subsidiary"  shall mean, with respect to any Person,  (i) any corporation,
association,  or other business  entity (other than a partnership) of which more
than fifty  percent  (50%) of the total voting power of shares of Capital  Stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election  of  directors,  managers  or  trustees  thereof  is  at  the  time  of
determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of such Person or a combination  thereof,  and
(ii) any partnership, joint venture, limited liability company or similar entity
of which (a) more than fifty percent (50%) of the capital accounts, distribution
rights,  total  equity and voting  interests  or general or limited  partnership
interests, as applicable,  are owned or controlled,  directly or indirectly,  by
such  Person  or one or more of the  other  Subsidiaries  of  such  Person  or a
combination  thereof  whether  in the form of  membership,  general,  special or
limited partnership or otherwise,  and (b) such Person or any Subsidiary of such
Person is a general partner or otherwise controls such entity.

     "Taking" shall mean a governmental  taking described in Section 1.13 of the
Deed of Trust.

     "Tangible Net Worth" shall mean the book value of the  consolidated  assets
of Guarantor and its Subsidiaries (exclusive of goodwill,  patents,  trademarks,
trade names,  deferred  organization costs, treasury stock, deferred charges and
other like  intangibles,  and exclusive of any  receivable  where the receivable
debtor is a direct or  indirect  Subsidiary  of  Guarantor  or is an  officer of
Guarantor or an officer of a direct or indirect  Subsidiary of  Guarantor)  less
(a) reserves applicable thereto, and (b) all liabilities net of unamortized debt
discounts (including accrued and deferred income taxes).

     "TEFX"  shall  mean  TriNet  Essential   Facilities  X,  Inc.,  a  Maryland
corporation.

                                       8
<PAGE>

     "Tenant" shall mean ICG Holdings, Inc., a Colorado corporation.

     "Title Company" shall mean Chicago Title Insurance Company.

     "Title Policy" shall have the meaning given such term in Section 6.1(x).

     "Transactions"  shall  mean  the  transactions  contemplated  by  the  Loan
Documents.

     1.2 Certain Terms. Unless the context indicates  otherwise,  all accounting
terms are used  herein as  defined  under  GAAP.  All  references  to  Sections,
Schedules,  Exhibits, etc. are to Sections,  Schedules or Exhibits of or to this
Agreement  unless otherwise  specified.  Any of the terms defined in Section 1.1
may, unless the context  otherwise  requires,  be used in the singular or plural
depending on the reference.  "Herein,"  "hereunder"  and words of similar import
refer to this  Agreement as an entirety and not to  particular  Sections of this
Agreement.  The word "including"  shall be construed to be followed by the words
"without limitation."

     1.3  Replacement  of Prior Loan  Agreement.  As of the Closing  Date,  this
Agreement  replaces and  supercedes in its entirety that certain Loan  Agreement
dated as of January 1, 1999,  between  Guarantor,  as borrower,  and Lender,  as
lender.

     Section 2. The Loan; Payment Due on Maturity Date.

     2.1 Execution of Loan Documents. On the terms and subject to the conditions
set forth herein,  on the Closing Date,  Borrower shall execute this  Agreement,
and  Borrower and  Guarantor  shall  execute the  Assumption  Agreement  and the
Environmental Indemnity, and Guarantor shall execute the Guaranty.

     2.2 Payment on Maturity. On the Maturity Date, Borrower shall pay to Lender
an amount  equal to the then  outstanding  principal  balance of the Note,  plus
interest  accrued and unpaid  thereon and any other amounts due and unpaid under
the  Loan  Documents.  Upon  payment  in full of all  amounts  described  in the
preceding  sentence,  Lender,  at the  request of  Borrower,  shall  execute and
deliver or cause to be executed and delivered  such documents as may be required
to release the Lien of the Deed of Trust,  including  a "Request  for Release of
Deed of Trust," and tender to Borrower the original  Note marked  "canceled  and
paid in full."

     Section 3. Interest Rate Provisions; Payments.

     3.1 Applicable  Interest Rate. Except when the Default Rate is in effect as
provided in Section 4.1, the principal amount  outstanding  under the Note shall
bear  interest  from  and  after  the  Effective  Date to and including the date

                                       9
<PAGE>

of payment in full at the  following  rates of interest  (the "Interest  Rate"):
during the first Loan  Year,  at the rate of  fourteen  and seven  thousand  six
hundred eighty-six ten thousandths  percent (14.7686%) per annum; and during the
second Loan Year and each Loan Year  thereafter,  at a rate of interest equal to
one  hundred  three  percent  (103%)  of the  Interest  Rate in  effect  for the
immediately  preceding  Loan Year.  For example,  the  Interest  Rate during the
second Loan Year shall be fifteen and two  thousand  one hundred  seventeen  ten
thousandths percent (15.2117%) per annum, and the Interest Rate during the third
Loan  Year  shall  be  fifteen  and six  thousand  six  hundred  eighty-one  ten
thousandths percent (15.6681%) per annum.

     3.2 Payments.  On the first day of each  calendar  month during the term of
the Loan,  Borrower shall pay, in advance,  all interest,  at the Interest Rate,
that will accrue  during such month  against the  principal  sum of the Loan, as
provided in the Note. So long as no Event of Default has occurred,  each monthly
installment  paid under the Note shall be applied to accrued  interest  accruing
during the applicable month.

     3.3  Computations.  All computations of interest payable hereunder shall be
on the basis of a 360-day year of twelve 30-day months and, for partial  months,
the actual days elapsed.

     Section 4. Late Charges; Prepayment.

     4.1 Late Charges. If any installment under the Note is not paid on the date
due,  such  installment  shall bear interest at the lesser of five hundred basis
points (500) in excess of the prime or  reference  rate  announced  from time to
time by Bank of America NT&SA or twelve  percent  (12%) per annum,  from the due
date until such installment is paid. In addition, Borrower shall pay to Lender a
late charge equal to six percent (6%) of the amount of any installment under the
Note that is not paid within five (5) Business  Days of the date due. As long as
an Event of Default  under this  Agreement,  the Note or any other Loan Document
exists,  and from and after maturity of the Loan,  whether or not resulting from
acceleration,  the entire unpaid  balance of the principal sum of the Note shall
bear interest at the Default Rate.

     4.2  Prepayment.  Except as  expressly  provided  to the  contrary  in this
Agreement,  Borrower  shall  have no right,  at any time,  to prepay the Note in
whole or in part.  Borrower  agrees  that every  payment  of any  portion of the
unpaid  balance of the  principal sum of the Note before the Maturity Date shall
constitute a prepayment under the Note, whether such payment occurs voluntarily,
involuntarily,  or by acceleration of the maturity of the indebtedness evidenced
by the Note by Lender.  Borrower  further agrees that,  upon any such payment of
the Note before the Maturity Date,  Borrower  shall,  with such payment,  pay to
Lender a  prepayment  charge  determined  in  accordance  with this Section 4.2.
Without  limiting the foregoing,  following any  acceleration of the maturity of
the indebtedness evidenced by the Note, such prepayment charge shall be included

                                       10
<PAGE>

in the total  amount  due to Lender at any  foreclosure  sale  under the Deed of
Trust and any  tender  of  payment  of the  indebtedness  evidenced  by the Note
before,  at or after any foreclosure  sale under the Deed of Trust shall include
such  prepayment  charge.  The prepayment  charge shall be equal to five percent
(5%) of the entire  unpaid  balance of the  principal  sum of the Note as of the
prepayment  date.  Borrower  agrees  that  material  individual  weight  to  the
consideration  in this  transaction has been given for the foregoing  waiver and
agreement,   and  Borrower  shall  be  estopped  from  claiming  hereafter  that
Borrower's  agreement  to pay such  prepayment  charge in  accordance  with this
Agreement is invalid or unenforceable in any respect for any reason.

     4.3  Permitted  Prepayment.   Notwithstanding   anything  to  the  contrary
contained  herein,  Borrower  may  prepay  all,  but not less than  all,  of the
principal  and interest  outstanding  under the Note prior to the Maturity  Date
without paying the  prepayment  charge upon the occurrence of either one or both
of the following events:

               (a)  the  closing  of the  option  to  purchase  the  partnership
          interests  of  General  Partner  or the  option to  purchase  the Real
          Property  pursuant  to Articles X and XI of the  Borrower  Partnership
          Agreement; or

               (b) the  occurrence  of a lease  termination  pursuant to Section
          16.1  of  the  Lease  dated  January  15,  1998,  between  Tenant  and
          Borrower's  predecessor,  following  a  condemnation  or  exercise  of
          eminent domain power.

Any prepayment  that occurs pursuant to subsection 4.3 (a) shall be effective as
of the  first  day of the  month in which the  prepayment  is made,  unless  the
purchase  option is  exercised  as a result of the Put Option (as defined in the
Borrower Partnership Agreement), in which case the prepayment shall be effective
on the date paid.

     Section 5. Manner of Payment.  All payments made hereunder shall be made in
accordance with the provisions  hereof without setoff or counterclaim as against
Lender,  in lawful money of the United States of America,  free and clear of and
without  deduction for any taxes, fees or other charges of any nature whatsoever
imposed by any taxing authority.

     Section  6.  Conditions.   Lender's  obligation  to  consent  to  the  Loan
Assumption and to perform any other obligation of Lender herein  contemplated to
be  performed  on or  after  the  Closing  Date  is  subject  to  the  following
conditions:

     6.1  Documents.  Borrower  shall have  delivered or shall have caused to be
delivered  as of the Closing Date to Lender each of the  following,  in form and
substance satisfactory to Lender:

     (i) A duly executed original of this Agreement;

                                       11
<PAGE>

     (ii) An original  Assumption  Agreement,  duly executed and acknowledged by
Borrower and Guarantor, in the form of Exhibit C to this Agreement;

     (iii) An original Guaranty, executed by Guarantor;

     (iv) A duly executed  original of each of the UCC financing  statements and
fixture filings described in Schedule 6.1(iv);

     (v)  An  original  Environmental  Indemnity,   executed  by  Guarantor  and
Borrower;

     (vi) Appropriate  organizational  and authorization  documents for Borrower
and  Guarantor  authorizing  the  execution  and delivery of all Loan  Documents
required to be  delivered  by such party on the Closing  Date,  which  documents
shall include (a) Borrower's  certificate of limited  partnership,  certified by
the  appropriate  Governmental  Authority,  (b) the articles of  organization or
certificates of incorporation of Guarantor and General Partner, certified by the
appropriate  Governmental  Authority,  (c) the operating agreement for Borrower,
(d) the  by-laws  of  General  Partner  and of  Guarantor,  and (e)  authorizing
resolutions of each of Borrower,  General Partner and Guarantor, with respect to
the Loan Documents to which it is a party;

     (vii)  Good-standing  certificates or other evidence of qualification to do
business  for each of  Borrower,  General  Partner and  Guarantor,  in each case
certifying  that such entity is duly  qualified  to do  business  and is in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation   of  property  or  the  conduct  of  its   business   requires   such
qualification;

     (viii) A legal  opinion or opinions of counsel to  Borrower  and  Guarantor
dated as of the Closing  Date,  covering  such matters as Lender may  reasonably
request, including without limitation, the enforceability of the Loan Documents;

     (ix) Certificates  evidencing insurance for the Real Property in amount and
scope and with loss payment provisions as required by the Deed of Trust;

     (x) An ALTA  extended  coverage  lender's  policy of title  insurance  Form
1992-B  (the  "Title  Policy")   (including  all  coverages,   endorsements  and
reinsurance  reasonably requested by Lender) or an irrevocable and unconditional
commitment  to issue such Title Policy from the Title  Company,  dated as of the
Closing Date, in an amount of $33,076,754,  showing fee simple title to the Real
Property  vested in  Borrower,  and  insuring the Deed of Trust as a valid first
Lien on the Real Property subject only to the Permitted Exceptions;

     (xi) An Officer's Certificate dated the Closing Date, to the effect that on
and as of the Closing Date: (i) the  representations and  warranties of Borrower

                                       12
<PAGE>

contained in the Loan  Documents  shall be accurate and complete in all material
respects  and (ii)  there  shall  not  exist an Event of  Default  or  Potential
Default;

     (xii) An original  Subdivision  Agreement  duly  executed  by Borrower  and
Tenant;

     (xiii) An original Subordination, Non-Disturbance and Attornment Agreement,
in form acceptable to Lender, executed by Borrower and Tenant; and

     (xiv) An estoppel certificate from Tenant in the form attached as Exhibit A
to the Lease.

     6.2 Other  Actions.  All acts and  conditions  and  things  (including  the
obtaining of any necessary approvals of Governmental  Authorities and the making
of any required filings,  recordings or  registrations)  required to be done and
performed by Borrower and to have happened prior to or  simultaneously  with the
execution,  delivery and performance of the Loan Documents and to constitute the
same legal, valid and binding obligations of Borrower, enforceable in accordance
with their respective  terms,  shall have been done and performed and shall have
happened in compliance with all applicable Requirements of Law.

     6.3  Opinions  and  Assurances.   All  opinions,   certificates  and  other
instruments  required  hereunder  or  by  any  other  Loan  Document,   and  all
proceedings in connection with the Transactions shall be reasonably satisfactory
in form and  substance  to  Lender.  Lender  shall have  received  copies of all
instruments  and other  evidence as Lender may reasonably  require,  in form and
substance  reasonably  satisfactory to it, with respect to the  Transactions and
the taking of all corporate proceedings in connection therewith.

     6.4 Representations. On and as of the Closing Date: (i) the representations
and warranties of Borrower and Guarantor  contained in the Loan Documents  shall
be accurate  and  complete  in all  material  respects  and (ii) there shall not
exist,  after giving effect to the execution and delivery of the Loan Documents,
an Event of Default or Potential Default.

     6.5 Closing Expenses.  Borrower shall have paid or caused to be paid to the
Escrow  Company  amounts  sufficient  to pay all  transfer  taxes and  recording
charges  required to be paid in connection with the  Transactions as well as all
title  premiums  for the Title  Policy  and other  reasonable  title and  escrow
charges.  Borrower shall have paid the attorneys'  fees and expenses of Lender's
counsel  incurred in connection with the preparation and negotiation of the Loan
Documents.

     Section 7.  Representations  and Warranties.  As an inducement to Lender to
allow  Borrower  to  assume  the  obligations  of  the  borrower  under the Loan

                                       13
<PAGE>

Documents as provided herein, Borrower represents and warrants to Lender that as
of the Closing Date each of the following statements shall be true and correct:

     7.1 Due  Authorization.  Borrower is a limited  partnership duly formed and
validly  existing  under the laws of the State of Colorado,  with the  requisite
partnership  power and  authority  to own its  properties,  enter  into the Loan
Documents  and  consummate  the  Transactions;  and  Borrower is qualified to do
business in Colorado and each other  jurisdiction  in which its  properties  are
located or where its  ownership,  leasing or  operation  of its  property or the
conduct of its business requires such qualification.

     7.2  Enforceability.  The Loan Documents to which it is a party executed on
or before the Closing Date by Borrower have been duly  authorized,  executed and
delivered  on behalf of Borrower  and  constitute  the legal,  valid and binding
obligations  of  Borrower  enforceable  against  it  in  accordance  with  their
respective terms,  subject to the effect of applicable  bankruptcy,  insolvency,
reorganization,  arrangement,  moratorium  or other  similar laws  affecting the
rights of creditors generally.

     7.3 Restricted Activities. The Borrower Partnership Agreement provides that
the only  purposes of Borrower are to (i)  purchase,  hold title to and operate,
lease and otherwise deal directly or indirectly,  with the Property, (ii) borrow
the  Indebtedness  evidenced  by the Note  and  other  Indebtedness  that is not
prohibited under Section 9.1 hereof,  (iii) give security for the Note and other
Indebtedness  that is not prohibited  under Section 9.1 hereof,  (iv) enter into
contractual  arrangements  for the  management and operation of the Property and
otherwise in  furtherance  of the purposes of Borrower,  (v) sell,  exchange and
refinance  the Property  and (vi) engage in such  activities  and exercise  such
other powers permitted to limited  partnerships  under the laws of Delaware that
are  necessarily  incident to the foregoing  purposes or necessary to accomplish
the foregoing purposes.  The Borrower  Partnership  Agreement also provides that
only General  Partner and Limited Partner acting together may commence or file a
bankruptcy petition or reorganization  proceeding or similar proceeding by or on
behalf of Borrower under any federal or state law or any informal reorganization
or liquidation,  including any arrangement for the benefit of creditors,  or any
similar proceeding by or on behalf of Borrower.

     7.4  Borrower  Obligations.  Borrower  (i) believes it will be able to fund
from its own assets  (including its initial working capital  reserve) all of its
activities,  expenses and  liabilities,  (ii)  intends to pay its own  operating
expenses and  liabilities  from its own funds,  and (iii) has at all times since
its formation  identified itself, in all dealings with the public, under its own
name  and  as a  separate and  distinct entity, and has not identified itself as

                                       14
<PAGE>

being a division or a part of any other Person,  or identified  any other Person
as being a division or a part of Borrower or General Partner.

     7.5 General Partner.  General Partner is a limited liability company,  duly
organized and validly  existing  under the laws of Colorado,  with the requisite
corporate  power and authority to enter into the Loan  Documents and  consummate
the Transactions and to own its properties and conduct its business; and General
Partner is qualified to do business in Colorado and each other  jurisdiction  in
which its properties are located or where its ownership, leasing or operation of
its property or the conduct of its business requires such qualification. General
Partner is the sole General Partner of Borrower.

     7.6  Transactions  with  Affiliates.  Except as disclosed in Schedule  7.6,
Borrower  has not  purchased,  acquired or leased any  property  from,  or sold,
transferred  or leased any  property  to, or loaned or advanced any money to, or
borrowed any money from, or guaranteed any obligation of, or acquired any stock,
obligations,  or  securities  of, or entered  into any  merger or  consolidation
agreement, or any management or similar agreement with, any Affiliate of General
Partner,  or  entered  into any other  transaction  or  arrangement  or made any
payment to (including on account of any management fees,  services fees,  office
charges,  consulting fees, technical services charges or tax sharing charges) or
otherwise  dealt with,  in the  ordinary  course of business or  otherwise,  any
Affiliate  of General  Partner on terms  other  than  arm's-length  commercially
reasonable terms.

     7.7 Employees. Borrower has no employees.

     7.8 No Violation.  Neither the  execution,  delivery or  performance of any
Loan Document nor the consummation of any of the  Transactions  violates or will
violate the Borrower Partnership  Agreement or the charter or by-laws of General
Partner or Guarantor or violates,  conflicts with or constitutes a default under
any  agreement  to which  any of them is a party or by which  any or them or the
Property is bound,  violates any  Requirements  of Law to which  Borrower or the
Property is subject or will result in the  imposition  of a Lien on the Property
other than  Permitted  Exceptions.  None of the  Transactions  will  result in a
violation of Section 7 of the  Securities  Exchange Act of 1934, as amended,  or
any regulations issued pursuant thereto, including Regulations G, T, U, and X of
the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

     7.9 Consents. No consents, approvals, filings, permits or notices of, from,
with or to any Person are  required on the part of Borrower  or  Guarantor  that
have not been duly obtained,  made or given,  as the case may be (a) for the due
execution  and delivery of each of the Loan  Documents to which it is a party or
(b) for the  performance  of the Loan  Documents in accordance  with their terms
(except for obtaining approvals or  permits from any  Governmental  Authority to

                                       15
<PAGE>

construct tenant  improvements or other  construction  work at or about the Real
Property  or for other  future  actions  consent  to which are  contemplated  or
required by the Loan Documents) and  consummation of, or otherwise in connection
with, any of the Transactions.

     7.10 Solvency.  None of the Transactions  will be or have been made with an
actual  intent to hinder,  delay or defraud any present or future  creditors  of
Borrower or Guarantor,  and neither Borrower,  Guarantor nor General Partner is,
nor will be, rendered  insolvent by the Transactions,  and Borrower has received
fair  consideration and reasonably  equivalent value in good faith for the grant
of the Lien  created  by the Deed of  Trust.  Each of  Borrower,  Guarantor  and
General  Partner  is  able to pay  its  debts  as  they  become  due,  including
contingent obligations likely to become due.

     7.11 Delinquent  Property Liens. Except for claims that are being contested
in accordance  with the Deed of Trust or that are not material in amount or that
constitute or will constitute  Permitted  Exceptions,  to the best of Borrower's
knowledge  there  is  no  delinquent  Imposition,   sewer  rent,  water  charge,
assessment or other outstanding charge against the Real Property; and, except as
shown in the Title  Policy,  to the best of  Borrower's  knowledge  there are no
mechanics' or similar Liens or, to the best of Borrower's knowledge,  claims for
overdue  payment for labor or material  affecting  the Real Property that are or
could  become  Liens prior to, or equal with,  the Lien of the Deed of Trust and
there  are no  mechanics'  or  similar  Liens  or,  to the  best  of  Borrower's
knowledge,  claims  affecting  the Real  Property  that have not been insured or
endorsed over by the Title Policy.

     7.12 Defenses. Except for the effect of applicable bankruptcy,  insolvency,
reorganization,  arrangement, moratorium or similar laws affecting the rights of
creditors  generally,  the Loan  Documents are not subject to any valid right of
rescission,  setoff, abatement,  diminution,  counterclaim or defense as against
Lender and its  successors  and assigns in  interest,  including  the defense of
usury,  and the  operation  of any of the  terms of the Loan  Documents,  or the
proper exercise of any right thereunder, will not render the Loan unenforceable,
in whole or in part, or subject to any right of rescission,  setoff,  abatement,
diminution, counterclaim or defense, including the defense of usury, and neither
Borrower  nor  Guarantor  has  taken  any  action  that  would  give rise to the
assertion  of any of the  foregoing  and no such  right of  rescission,  setoff,
abatement, diminution,  counterclaim or defense, including the defense of usury,
has been asserted with respect thereto.

     7.13 Lien Priority.  Upon recording,  the Deed of Trust shall  constitute a
valid and enforceable first Lien and perfected security interest on the Property
granted by Borrower in favor of Lender,  including  all  buildings  and fixtures
that  constitute  part of the Property under  applicable law, and all additions,

                                       16
<PAGE>

alterations  and  replacements  made at any time with respect to the  foregoing,
subject only to Permitted Exceptions.

     7.14 Improvements. To the best of Borrower's knowledge, except as disclosed
in the Title Policy, all improvements  comprising a portion of the Real Property
lie wholly within the boundary and building restriction lines of the Land and no
improvements  on  adjoining  properties  encroach  upon  any of the  Land in any
respect except as shown in the Title Policy, on the survey or in Schedule 7.14.

     7.15 Casualty;  Condemnation. The Real Property is free of waste and of any
damage involving loss or destruction with a repair cost in excess of two hundred
fifty thousand dollars ($250,000), and there is no proceeding pending or, to the
best of  Borrower's  knowledge,  threatened,  for the  Taking of any of the Real
Property.

     7.16 Zoning and Other Laws.  To the best of Borrower's  knowledge,  the use
and  operation  of  the  Real  Property,  separate  and  apart  from  any  other
properties,  constitutes a legal use under  applicable  zoning  regulations  and
complies in all material  respects with all applicable  Requirements  of Law and
all applicable Insurance Requirements.

     7.17  Leases.  The ICG Lease is in full  force and the  landlord  is not in
default thereunder. The ICG Lease is the only lease, sublease or other occupancy
agreement encumbering the Property, and Tenant is the only tenant,  subtenant or
occupant of the Property. To the best of Borrower's knowledge,  Tenant is not in
default under the ICG Lease.

     7.18 Tenant Estoppels.  Borrower has delivered to Lender an original tenant
estoppel certificate executed by Tenant with respect to the ICG Lease.

     7.19  Litigation.  Except  as set  forth  on  Schedule  7.19,  no  material
litigation,   investigation  or  proceeding  before  any  court,  arbitrator  or
Governmental Authority,  agency or subdivision is pending or, to Borrower's best
knowledge,  threatened,  against  Borrower  or  Guarantor  or,  to the  best  of
Borrower's knowledge, relating to any of the Real Property.

     7.20  Brokerage  and Other Fees.  No brokerage or other fee,  commission or
compensation  is or will  become due and payable by  Borrower  or  Guarantor  in
connection with the Transactions.

     7.21 Investment Company. Neither Borrower nor Guarantor is now required nor
will it (by  reason  of this  Agreement)  be  required  to  register  under  the
Investment Company Act of 1940, as amended.

     7.22 Other Agreements. To the best of Borrower's knowledge, no party to any
deed,  restriction,  covenant or similar instrument that constitutes a Permitted
Exception  in respect  of the Real  Property  is in  default of its  obligations

                                       17
<PAGE>

thereunder  except for such  defaults  that in the  aggregate  (if such defaults
remained uncured) do not or will not have a Material Adverse Effect.

     Section 8.  Affirmative  Covenants.  Borrower  hereby  covenants and agrees
that, so long as the Loan remains  unpaid or any other amount is owing to Lender
under any of the Loan Documents or the Real Property remains subject to the Lien
of the Deed of Trust:

     8.1 Financial  Statements;  Other  Information.  Borrower  shall furnish or
cause to be furnished to Lender:

     (a) As and when required to be delivered pursuant to the Deed of Trust, the
financial reports and statements described in Section 1.19 of the Deed of Trust;
and

     (b) promptly,  such additional  financial and other information,  including
information  regarding  the Property and the  occupancy  thereof  (including  an
updated rent roll), as Lender may from time to time reasonably request.

     8.2  Maintenance  of Existence and Property.  Borrower  shall  preserve and
maintain its existence and all rights,  privileges and  franchises  necessary in
the normal  conduct of its business.  In all dealings with the public,  Borrower
shall identify itself under its own name and as a separate and distinct entity.

     8.3 Inspection of Property; Books and Records;  Discussions;  Bank Accounts
and Funds.  Borrower  shall (i) keep its own separate and proper books of record
and account in which full,  true and correct  entries in conformity with GAAP or
as otherwise  required under any Loan Document and under all Requirements of Law
shall be made of all dealings and  transactions  in relation to its business and
activities,  and (ii) upon reasonable notice,  permit  representatives of Lender
and its agents and regulatory authorities to visit and inspect the Real Property
and  examine  and  make  abstracts  from any of its  books  and  records  at any
reasonable  time and as often as may  reasonably  be  desired  by Lender  and to
discuss the business, operations,  properties and financial and other conditions
of  Borrower,  Guarantor  and ICGC with any of their  officers.  Borrower  shall
maintain its own bank accounts and keep its funds or other assets  separate from
the funds or other assets of all other Persons.

     8.4 Notices. Borrower shall give prompt written notice to Lender of (i) any
claims,  proceedings  or  disputes  (whether  or not  purportedly  on  behalf of
Borrower) against, or to Borrower's knowledge, threatened or affecting, Borrower
or the Property that, if adversely  determined,  could reasonably be expected to
have a Material Adverse Effect or that involve in the aggregate monetary amounts
in  excess of one  million  dollars  ($1,000,000),  (ii) any  proposal  of which
Borrower  has  knowledge  or  has  received  notification  by  any  Governmental
Authority  to acquire any of the Real  Property or any portion  thereof or as to

                                       18
<PAGE>

any notice or the  discovery  of any  material  violation  or  material  alleged
violation of any  Requirement  of Law,  (iii) the  occurrence  of any  Potential
Default or Event of Default hereunder or (iv) any Material Adverse Effect.  Such
notice shall be in the form of an Officer's  Certificate  specifying  the nature
and details of any of the  foregoing  matters and the actions taken and proposed
to be taken by Borrower in response thereto.

     8.5 Expenses.  Borrower shall pay,  indemnify and save harmless Lender with
respect to all  Impositions  (other than income or franchise  taxes of Lender or
taxes caused by actions or elections of Lender) and all reasonable charges, fees
and  out-of-pocket  expenses  (including  reasonable fees and  disbursements  of
counsel of Lender) incident to the enforcement (including any foreclosure of the
Liens held by Lender) and  administration  (out-of-pocket  expenses only) of the
Loan Documents and the preparation,  negotiation, enforcement and administration
(out-of-pocket  expenses only) of any amendments,  waivers and renewals relating
to any  thereof  and the  protection  of the  rights  of  Lender  under the Loan
Documents whether by judicial proceedings or otherwise,  including in connection
with bankruptcy, insolvency,  liquidation,  reorganization,  moratorium or other
similar  proceedings  involving  Borrower or a "workout"  of the Loan.  The Loan
shall not be considered to have been paid in full unless all  obligations  under
this Section 8.5 shall have been fully performed, are fully covered by insurance
or  security  satisfactory  to Lender has been  provided  therefor  (except  for
contingent indemnification obligations for which no claim has actually been made
in good faith pursuant to this Agreement).

     8.6 Loan  Documents.  Borrower and Guarantor  shall comply with and observe
all terms and conditions of the Loan Documents to which they are a party.  Until
released in accordance with this Agreement,  Borrower  warrants that the Deed of
Trust will at all times  constitute a valid,  subsisting and  enforceable  first
Lien and  perfected  security  interest on the  Property  granted by Borrower in
favor of Lender,  including all buildings and fixtures that  constitute  part of
the  Property  under   applicable  law,  and  all  additions,   alterations  and
replacements  made at any time with  respect to the  foregoing,  subject only to
Permitted Exceptions.

     8.7 Indemnification.  Borrower shall indemnify and hold harmless Lender and
its directors, officers,  shareholders,  partners, employees, attorneys, agents,
representatives,  successors and assigns (the "Indemnified  Parties"),  from and
against all damages as a result of liabilities,  claims, actions,  penalties and
fines  (collectively  and  severally,  "Losses")  assessed  against  any of them
resulting  from the claims of any party  relating  to the  matters  set forth in
Section 1.22 of the Deed of Trust, except for Losses otherwise covered under the
provisions of Section 8.5 and Losses directly caused by the gross  negligence or
willful  misconduct of the Indemnified  Party seeking  recovery  hereunder;  and
Borrower shall reimburse each  Indemnified Party for any expenses (including the

                                       19
<PAGE>

fees and  disbursements  of  legal  counsel)  incurred  in  connection  with the
investigation of,  preparation for or defense of any actual or threatened claim,
action or proceeding  arising therefrom  (including any such costs of responding
to discovery requests or subpoenas),  regardless of whether Lender or such other
Indemnified  Person is a party thereto.  The provisions of Section 1.22 the Deed
of Trust are incorporated herein by reference.  The Loan shall not be considered
to have been paid in full unless all  obligations of Borrower under this Section
8.7 shall have been fully performed,  are fully covered by insurance or security
satisfactory  to  Lender  has been  provided  therefor  (except  for  contingent
indemnification  obligations  for which no claim has actually  been made in good
faith pursuant to this Agreement).

     8.8 Property Management. Borrower shall cause the Property to be managed on
terms  substantially  similar  to the terms  and  conditions  of the  Management
Agreement by the Property  Manager;  provided,  however,  that if the Management
Agreement is  terminated  pursuant to its terms,  Borrower may replace  Property
Manager with another property manager reasonably acceptable to Lender.

     8.9  Impositions.  Borrower  shall  promptly  pay or  cause  to be paid all
Impositions  pursuant  to the  provisions  of Section  1.8 of the Deed of Trust,
subject to Borrower's  right to contest such  Impositions as provided in Section
1.8 of the Deed of Trust.

     8.10  Insurance.  Borrower  shall  maintain  insurance  with respect to the
Property as required under the Deed of Trust.

     Section 9. Negative Covenants.  Borrower hereby agrees that, so long as the
Loan remains unpaid or any other amount is owing to Lender under any of the Loan
Documents  and any  Property  remains  subject to the Lien of the Deed of Trust,
Borrower shall not, directly or indirectly:

     9.1 Indebtedness.  Create, incur or assume any Indebtedness except for: (i)
the Loan and  other  obligations  to  Lender  under  the  Loan  Documents  or in
connection with the Transactions, and (ii) Indebtedness incurred in the ordinary
course of business on a basis and upon terms consistent with customary practices
of owners of office buildings,  including  indebtedness arising from obligations
in respect of performance  or surety bonds and letters of credit  required to be
posted by Borrower in connection with statutory obligations, tenant improvements
or similar  work,  but  excluding  indebtedness  for borrowed  money (other than
payments made in  installments  for goods and services  obtained in the ordinary
course  of  business)  and  (iii)   Indebtedness   in  respect  of  Impositions,
assessments,  governmental charges or Liens and claims for labor,  materials and
supplies,  in each case, in respect of the Collateral to the extent the validity
or amount  thereof is being  currently  contested  in good faith by  appropriate
proceedings in accordance with Section 1.8(d) or 1.15 of the Deed of Trust.

                                       20
<PAGE>

     9.2  Consolidation  and  Merger.  Liquidate  or  dissolve or enter into any
consolidation,   merger,   partnership,   joint  venture,   syndicate  or  other
combination.

     9.3 Sale of Assets-Encumbrances. Subject to Borrower's rights under section
1.15 of the  Deed of  Trust,  suffer  to  exist  any Lien  with  respect  to any
Collateral other than Permitted  Exceptions or sell,  transfer,  lease,  assign,
exchange,  contribute,  encumber, abandon or create any Lien with respect to, or
otherwise  dispose of,  directly or  indirectly,  any Collateral or any interest
therein, except as permitted by the Subdivision Agreement.

     9.4 Transactions with Affiliates.  Purchase,  acquire or lease any property
from,  or sell,  transfer or lease any property to, or lend or advance any money
to, or borrow any money from,  or guarantee  any  obligation  of, or acquire any
stock,  obligations or securities of, or enter into any merger or  consolidation
agreement,  or any  management  or similar  agreement  with,  any  Affiliate  of
Borrower, or enter into any other transaction or arrangement or make any payment
to (including on account of any management fees,  service fees,  office charges,
consulting fees, technical services charges or tax sharing charges) or otherwise
deal with,  in the ordinary  course of business or  otherwise,  any Affiliate of
Borrower on terms other than arm's-length  commercially reasonable terms, except
for  any  of  the  following:  (i)  transactions  relating  to  the  sharing  of
facilities,  equipment,  office space and actual  overhead  expenses,  including
managerial,  payroll  and  accounting  and legal  expenses,  for  which  charges
assessed  against  Borrower is not greater than would be incurred by Borrower in
similar arm's-length transactions with non-Affiliates, and (ii) the ICG Lease.

     9.5  Restricted  Activities.  Purchase or acquire any  interest in any real
properties  other than the Real  Property,  conduct any business other than that
permitted  under  the  Borrower  Partnership  Agreement,   have  any  assets  or
liabilities  other than  assets or  liabilities  derived  from or related to the
Property or otherwise related to a business that is permitted under the Borrower
Partnership Agreement, violate any of the provisions of the Borrower Partnership
Agreement or amend the Borrower Partnership Agreement.  Borrower shall not allow
General  Partner to  purchase,  acquire or own any assets other than its general
partnership  interest in Borrower,  conduct any business  unrelated to acting as
general  partner  of  Borrower  or incur any  Indebtedness.  Borrower  shall not
identify itself,  in any dealings with the public, as being a division or a part
of any other Person, and shall not identify any other Person as being a division
or a part of Borrower or General Partner; provided, however, identifying General
Partner or Limited  Partner as a partner in Borrower  shall not be prohibited by
this Section 9.5.

     9.6 Fiscal Year. Change its fiscal year.

                                       21
<PAGE>

     9.7 Manager.  Replace the Property  Manager without  Lender's prior written
consent,  which shall not be  unreasonably  withheld,  or terminate or amend the
Management Agreement.

     9.8 Leases. Except as specifically permitted in Section 1.16 of the Deed of
Trust, Borrower shall not: (a) enter into any Lease; (b) amend, modify or revise
the ICG  Lease or any other  Lease;  or (c)  cancel,  terminate  or  permit  the
termination  of, accept the surrender of any or all of the space demised  under,
or waive any right or remedy under, the ICG Lease or any other Lease.

     Section  10.  Events of Default.  The  occurrence  of any of the  following
events shall constitute an "Event of Default" hereunder:

     10.1 Payment  Default.  Borrower shall fail to make or cause to be made (i)
any payment of principal  or interest  under the Note or this  Agreement  within
five (5) days after the date due,  or (ii) any other  payment due  hereunder  or
under any other Loan Document  within ten (10) days after demand  therefor shall
have been made; or

     10.2 Misrepresentation.  Any representation, warranty or certification made
by  Borrower  or  Guarantor  under  any  Loan  Document,  or  in  any  Officer's
Certificate  or  financial  statement  furnished  by  Borrower or  Guarantor  in
connection with any Loan Document,  shall be materially inaccurate or incomplete
as of the date made; provided,  however, if such inaccuracy or incompleteness is
susceptible to cure, no Event of Default shall occur if Borrower cures or causes
to be cured the same within thirty (30) days after written  notice  thereof from
Lender, or if such matter is susceptible of cure but cannot, with due diligence,
be cured within  thirty (30) days,  then no Event of Default shall occur if such
cure is commenced  within that thirty (30) day period and diligently  prosecuted
to  completion  within  such  longer  period  of time (but in no event to exceed
ninety (90) days from the date Borrower received notice of such breach); or

     10.3 Negative Covenant  Default.  Borrower shall fail to perform or observe
the terms, provisions,  covenants, obligations or agreements contained in any of
Sections 9.1 through 9.8; or

     10.4 Other Loan  Defaults.  Borrower or Guarantor  shall fail to perform or
observe in any material respect any of the covenants,  obligations or agreements
contained in the Loan  Documents  (other than those referred to in Section 10.1,
10.2 or 10.3 above) and such  failure  shall,  in each such case,  continue  for
thirty (30) days after  written  notice  thereof  from  Lender,  or if such cure
cannot, with due diligence, occur within thirty (30) days, such longer period of
time (not to exceed ninety (90) days from the date Borrower  received  notice of
such  breach) as is  reasonably  required  for such cure,  provided  Borrower is
diligently attempting to cure such failure; or

                                       22
<PAGE>

     10.5 Bankruptcy, etc. (i) Any ICG Party shall commence any case, proceeding
or other  action  (a) under any  existing  or  future  law of any  jurisdiction,
domestic  or foreign,  relating to  bankruptcy,  insolvency,  reorganization  or
relief of debtors,  seeking to have an order for relief  entered with respect to
it,  or  seeking  to  adjudicate   it  a  bankrupt  or  insolvent,   or  seeking
reorganization,  arrangement, adjustment, winding-up, liquidation,  dissolution,
composition  or other  relief  with  respect to it or its debts,  or (b) seeking
appointment of a receiver,  trustee,  custodian or other similar official for it
or for all or  substantially  all of its  assets,  or any ICG Party shall make a
general  assignment  for the  benefit of its  creditors;  or (ii) there shall be
commenced against any ICG Party any case, proceeding or other action of a nature
referred  to in clause (i) above that (a)  results in the entry of any order for
relief or any such  adjudication  or appointment,  and (b) remains  undismissed,
undischarged  or unbonded for a period of ninety (90) days; or (iii) there shall
be commenced against any ICG Party any case,  proceeding or other action seeking
issuance of a warrant of  attachment,  execution,  distraint or similar  process
against all or  substantially  all of its assets that results in the entry of an
order for any such relief that shall not have been vacated, discharged,  stayed,
satisfied  or  bonded  pending  appeal  within  ninety  (90) days from the entry
thereof;  or (iv) any ICG Party shall  generally  not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due;

     10.6 Judgments.

     (a) One or more  judgments  or decrees  (not  covered by  insurance)  in an
aggregate  amount exceeding five million dollars  ($5,000,000)  shall be entered
against  Borrower  or any  Significant  Subsidiary  of  Borrower  and  all  such
judgments or decrees shall not have been vacated, discharged,  stayed, satisfied
or bonded pending appeal within sixty (60) days from the entry thereof.

     (b) Any adverse  judgment  in an amount  greater  than ten million  dollars
($10,000,000)  is entered  against  Guarantor or any  Significant  Subsidiary of
Guarantor  that is not  covered by  insurance  and is not stayed,  satisfied  or
bonded pending appeal within sixty (60) days from entry thereof.

     10.7  Defaults  Under Other  Agreements.  The  occurrence  of any  monetary
default  or  other  default  resulting  in  acceleration  of the  obligation  by
Guarantor or any  Significant  Subsidiary of Guarantor under any loan agreement,
note or other debt  instrument  where such  obligation or liability  exceeds ten
million dollars ($10,000,000).

     10.8 Net Worth.  The Tangible Net Worth of Guarantor  and its  Subsidiaries
shall be less than fifty million dollars  ($50,000,000) at the end of any fiscal
quarter  during the term of the Loan, as evidenced by the  financial  statements
delivered to Lender by Borrower pursuant to Section 8.1 of this Agreement.

                                       23
<PAGE>

     10.9 Tenant Defaults.  Any "Event of Default" (as defined in the ICG Lease)
occurs and is not waived by Borrower or cured by Tenant  within thirty (30) days
after the occurrence of the breach giving rise to such "Event of Default."

     10.10  Additional  Borrower  Cure Right.  Borrower  shall have the right to
effectuate a cure of an Event of Default  described in Sections  10.6,  10.7 and
10.8 of this Agreement by posting a clean,  irrevocable and unconditional letter
of credit in the full,  outstanding principal amount of the Loan for the benefit
of Lender in form and substance reasonably satisfactory to Lender.

     10.11  Remedies.  Automatically  upon the occurrence of an Event of Default
under Section 10.5, or at the option of Lender upon the  occurrence of any other
Event of  Default,  the  principal  balance of the Loan and  interest  and other
charges accrued but unpaid thereon shall become  immediately due and payable and
the Maturity Date shall be deemed to have occurred;  and Lender may exercise all
rights and remedies  available to it hereunder,  under the other Loan Documents,
at law or in equity.  Notwithstanding the foregoing, Lender agrees that Borrower
shall not be liable to Lender  for  compensatory  money  damages  as a result of
Borrower's  unknowing  breach of any  representation,  warranty or certification
referred to in Section 10.2 (but Lender shall have all other remedies  hereunder
and at law or in equity,  including acceleration of the principal balance of the
Loan and  accrued but unpaid  interest  and other  charges,  and  collection  of
interest on unpaid amounts at the Default Rate).

     Section 11. Miscellaneous Provisions.

     11.1  Assignment.  This  Agreement  shall  inure to the  benefit  of and be
binding upon the parties  hereto and their  respective  successors  and assigns.
Nothing  expressed  herein is intended or shall be  construed to give any Person
other  than the  Persons  referred  to in the  preceding  sentence  any legal or
equitable right, remedy or claim under or in respect of this Agreement.  Lender,
in its sole and absolute  discretion  and without  notice to Borrower,  may sell
participations,  assign its rights or interest,  or both,  in all or any part of
this Agreement or the other Loan  Documents.  Borrower may not assign its rights
or interest or delegate its duties  hereunder or under the other Loan Documents,
except that if Lender or an Affiliate  of Lender  acquires  the  Property,  such
Person shall be entitled to assume the Loan and the borrower's obligations under
the Loan Documents.

     11.2  Agents.  Lender may use one or more agents or mortgage  servicers  to
administer the Loan Documents or perform its obligations  hereunder or under the
other Loan Documents.

     11.3  Cumulative  Rights;  No Waiver.  The rights,  powers and  remedies of
Lender  hereunder  are  cumulative  and in addition  to all  rights,  powers and
remedies provided under any and all agreements by Borrower or any ICG Party with
or for the  benefit  of  Lender  under the Loan  Documents  or  incident  to the
Transactions,  at law, in equity or otherwise. Any delay or failure by Lender to

                                       24
<PAGE>

exercise  any right,  power or remedy shall not  constitute a waiver  thereof by
Lender,  and no single or  partial  exercise  by Lender of any  right,  power or
remedy shall preclude other or further  exercise  thereof or any exercise of any
other rights, powers or remedies. No delay or omission of Lender to exercise any
right or remedy  accruing  upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every  right and  remedy  given by this  Agreement  or the other  Loan
Documents or by law to Lender may be exercised  from time to time,  and as often
as may be deemed expedient by Lender.

     11.4 Entire  Agreement.  This Agreement and the other Loan Documents embody
the entire agreement and  understanding  between the parties hereto with respect
to the Loan and supersede all prior  agreements and  understandings  relating to
the subject matter hereof and thereof.

     11.5 Survival. All representations and warranties, covenants and agreements
herein  contained on the part of Borrower  shall survive the closing and funding
of the Loan.

     11.6 Notices.  All approvals,  consents,  notices and other  communications
under this Agreement  shall be properly given only if made in writing and mailed
by certified mail, return receipt  requested,  postage prepaid,  or delivered by
hand  (including  messenger  or  recognized  delivery,  courier  or air  express
service) to the party at the address set forth in this  Agreement  or such other
address  as such  party  may  designate  by  notice  to the  other  party.  Such
approvals,  consents, notices and other communications shall be effective on the
date of receipt  (evidenced by the  certified  mail receipt) if mailed or on the
date of such hand delivery if hand  delivered.  If any such  approval,  consent,
notice or other  communication  is not received or cannot be delivered  due to a
change in the address of the receiving  party of which notice was not previously
given to the sending party or due to a refusal to accept by the receiving party,
such approval,  consent, notice or other communication shall be effective on the
date delivery is attempted. Any approval, consent, notice or other communication
under this  Agreement may be given on behalf of a party by the attorney for such
party.

     (a) The  address of Lender is: One  Embarcadero  Center,  33rd  Floor,  San
Francisco,  California 94111, attention: Capital Markets, with additional copies
to Pillsbury Madison & Sutro, 235 Montgomery Street,  San Francisco,  California
94104, Attention: Glenn Q. Snyder, Esq.

     (b) The  address of  Borrower  is: 161  Inverness  Drive  West,  Englewood,
Colorado  80112,  Attention:  Director of Real Estate,  Facilities and Corporate
Services,  with an  additional  copy to 161  Inverness  Drive  West,  Englewood,
Colorado 80112, Attention: Assistant General Counsel.

                                       25
<PAGE>

     11.7  Headings.  The  Section  headings  used  in  this  Agreement  are for
convenience  of  reference  only and shall not affect the  construction  of this
Agreement.

     11.8  Modifications  in Writing.  No amendment,  modification,  supplement,
termination or waiver of or to any provision of this Agreement or any other Loan
Document to which Lender is a party,  or consent to any departure by Borrower or
Guarantor  therefrom,  shall be effective unless in writing and signed by Lender
and Borrower and, if  applicable,  Guarantor.  Any  amendment,  modification  or
supplement  of or to any  provision  of this  Agreement  or any such  other Loan
Document,  any waiver of any provision thereof, and any consent to any departure
by  Borrower  or  Guarantor  from the terms of any  provision  thereof  shall be
effective only in the specific  instance and for the specific  purpose for which
made or given.  Borrower shall not amend in any material respect any of the Loan
Documents to which Lender is not a party,  and no  purported  amendment  thereof
shall be effective,  unless  Lender shall have given its prior  written  consent
thereto.

     11.9 Execution in Counterparts. This Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and
by  different  parties  hereto in separate  counterparts,  each of which when so
executed  and  delivered  shall  be  deemed  to be an  original,  but  all  such
counterparts shall constitute one and the same agreement.

     11.10  Severability of Provisions.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.

     11.11 WAIVER OF JURY TRIAL.  BORROWER  AND EACH OTHER PARTY  HERETO  HEREBY
WAIVES  ANY RIGHTS TO A TRIAL BY JURY OF ANY  MATTER OR CAUSE  RELATING  TO THIS
AGREEMENT.

     11.12 Reinstatement;  Recapture.  To the extent Lender receives any payment
by or on behalf of Borrower or  Guarantor,  which payment or any part thereof is
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or  required  to be  repaid  to such  party or its  estate,  trustee,  receiver,
custodian  or any other party under any  bankruptcy  law,  state or federal law,
common law or equitable cause,  then to the extent of such payment or repayment,
the  obligation or part thereof that has been paid,  reduced or satisfied by the
amount so  repaid  shall be  reinstated  by the  amount  so repaid  and shall be
included  within  the  liabilities  of  Borrower  to  Lender as of the date such
initial payment, reduction or satisfaction occurred.

     11.13  Governing Law. THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL IN ALL  RESPECTS BE  GOVERNED  BY, AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO.

                                       26
<PAGE>

     11.14  Cross  Collateralization;  Marshalling,  etc.  Borrower  represents,
warrants  and  covenants  that  in the  case  of an  Event  of  Default  that is
continuing  (i)  Lender  shall  have the right to pursue  all of its  rights and
remedies  in  one  proceeding,  or  separately  and  independently  in  separate
proceedings from time to time, as Lender,  in its sole and absolute  discretion,
shall  determine  from  time to time,  (ii)  Lender  is not  required  to either
marshall  assets,  sell  Collateral  in any inverse  order of  alienation  or be
subject to any "election of remedies" law or rule,  (iii) the exercise by Lender
of any remedies  against any one item of Collateral  will not impede Lender from
subsequently or  simultaneously  exercising  remedies  against any other item of
Collateral, and (iv) all Liens and other rights, remedies or privileges provided
to Lender shall remain in full force and effect until Lender has  exhausted  all
of its remedies  against the Collateral and all Collateral has been  foreclosed,
sold and/or  otherwise  realized upon in  satisfaction  of the Loan or until the
Secured Obligations (as defined in the Deed of Trust) have been fully satisfied.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.

                                   LENDER:

                                   TRINET REALTY CAPITAL, INC., a Maryland
                                   corporation

                                   By    /s/ Kevin E. Deeble
                                      ------------------------------------

                                         Its      Vice President
                                             -----------------------------

                                       27
<PAGE>

                                    BORROWER:

                                    ICG 161, L.P., a Delaware limited liability
                                    company

                                    By    ICG CORPORATE  HEADQUARTERS,  L.L.C.,
                                          a Colorado limited liability company,
                                          its general partner

                                          By ICG  SERVICES,  INC.,  a  Delaware
                                          corporation, its manager


                                             By  /s/ H. Don Teague
                                                 ------------------------------

                                                  Its  Executive Vice President
                                                       ------------------------

                                       28
<PAGE>

                                SCHEDULE 6.1(iv)


                                   UCC FILINGS


                                       1
<PAGE>

UCC-1  Fixture  Filing to be recorded in the  Official  Records of the County of
Arapahoe, State of Colorado.

UCC-1  Financing  Statement to be filed in the Office of the Secretary of State,
State of Colorado.


<PAGE>


                                  SCHEDULE 7.6

                          TRANSACTIONS WITH AFFILIATES

                                       1
<PAGE>


                                  SCHEDULE 7.14

                                  ENCROACHMENTS


                                      None.

                                       1
<PAGE>


                                  SCHEDULE 7.19


                                   LITIGATION


                                      None.

                                       1
<PAGE>


                                    EXHIBIT A


                             ENVIRONMENTAL INDEMNITY



                                       1
<PAGE>


                                    EXHIBIT B


                                    GUARANTY



                                       1
<PAGE>


                                    EXHIBIT C


                          FORM OF ASSUMPTION AGREEMENT



                                       1