SINGLE TENANT BUILDING LEASE

                                     BETWEEN

                       JUSTUS REALTY LIMITED PARTNERSHIP,
                        A COLORADO PARTNERSHIP (LANDLORD)

                                       AND

                    ACCELERATED BUREAU OF COLLECTIONS, INC.,
                         A COLORADO CORPORATION (TENANT)

                               DATE: JUNE 1, 1997
<PAGE>
                                TABLE OF CONTENTS

1. AGREEMENT ...............................................................1

2. PREMISES ................................................................1

3. TERM ....................................................................1

    (a) Initial Term .......................................................1

    (b) Option to Extend ...................................................1

4. RENT ....................................................................1

    (a) Base Rent ..........................................................1

    (b) Square Footage .....................................................2

    (c) Adjustment to Base Rent ............................................2

5. TAXES ...................................................................2

    (a) Obligation for Payment .............................................2

    (b) Taxes Payable in Installments ......................................3

    (c) Taxes for Period Other Than Term ...................................3

    (d) Other Impositions ..................................................3

    (e) Right to Contest Taxes .............................................3

    (f) Estimated Payments .................................................4

    (g) Final Settlement ...................................................4

6. UTILITIES ...............................................................4

7. INSURANCE ...............................................................5

    (a) "All-Risk" Coverage ................................................5

    (b) General Liability ..................................................5

    (c) Other Matters ......................................................5

    (d) Additional Insureds ................................................6

    (e) Waiver .............................................................6

8. USE .....................................................................6

9. COMPLIANCE WITH LAWS (GENERALLY .........................................6

    (a) Tenant's Obligations ...............................................6

    (b) Tenant's Obligations with Respect to 
        Environmental Laws .................................................7

    (c) Right to Contest Laws ..............................................9

10. ASSIGNMENTS AND SUBLEASES .............................................10

11. SIGNS .................................................................10

12. REPAIRS AND MAINTENANCE  ..............................................10

13. ALTERATIONS ...........................................................10

14. END OF TERM ...........................................................11

15. DAMAGE AND DESTRUCTION ................................................11

    (a) General ...........................................................11

    (b) Landlord's Inspection .............................................12

    (c) Landlord's Costs ..................................................13

    (d) No Rent Abatement .................................................13

    (e) Damage During Last Three Years ....................................13

16. CONDEMNATION ..........................................................13

    (a) Total Taking ......................................................13

    (b) Partial Taking ....................................................13

    (c) Tenant's Award ....................................................14

    (d) Allocation of an Award for a Total Taking .........................14

17. SUBORDINATION; ENCUMBRANCES ...........................................15

    (a) General ...........................................................15

    (b) Attornment ........................................................15

    (c) Encumbrances ......................................................15

18. LANDLORD'S ACCESS .....................................................16

19. INDEMNIFICATION, WAIVER AND RELEASE ...................................16

    (a) Indemnification ...................................................16

    (b) Waiver and Release ................................................17

20. COVENANT OF QUIET ENJOYMENT ...........................................17

21. LIMITATION ON TENANT'S RECOURSE .......................................17

22. DEFAULT ...............................................................18

    (a) Cure ..............................................................18

    (b) Events of Default .................................................18

    (c) Remedies ..........................................................19

23. ARBITRATION ...........................................................21

24. MISCELLANEOUS .........................................................22

    (a) Recordation .......................................................22

    (b) Holding Over ......................................................22

    (c) Estoppel Certificates .............................................22

    (d) No Waiver .........................................................23

    (e) Authority .........................................................23

    (f) Notices ...........................................................23

    (g) Attorneys' Fees ...................................................24

    (h) Waiver of Jury Trial ..............................................24

    (i) Restrictions ......................................................24

    (j) Binding Effect ....................................................24
<PAGE>
                          SINGLE TENANT BUILDING LEASE

     THIS SINGLE  TENANT  BUILDING  LEASE is made as of June 1, 1997,  by JUSTUS
REALTY LIMITED PARTNERSHIP, a Colorado partnership ("landlord"), and ACCELERATED
BUREAU OF COLLECTIONS, INC., a Colorado corporation ("tenant").

                                  1. AGREEMENT

     Landlord  leases the  premises  (as that term is defined in paragraph 2) to
tenant, and tenant leases the premises from landlord, according to this lease.

                                   2. PREMISES

     The premises are the land and building  commonly known as 5295 DTC Parkway,
City of Englewood,  County of Arapahoe, State of Colorado, and more particularly
described as:

     See Exhibit A attached hereto.

The premises include the heating,  ventilating, and air conditioning systems and
the mechanical,  electrical,  and plumbing systems serving the premises, and the
use of 60 parking spaces located in front of and behind the building.

                                     3. TERM

     (a) Initial Term.  The term of this lease will be five years,  beginning on
June 1, 1997, and expiring on May 31, 2002.

     (b)  Option  to  Extend.  Tenant  may  extend  the  term  until  the  fifth
anniversary  of the  expiration  date by written notice of its election to do so
given to landlord at least one year prior to the expiration  date. The terms and
conditions  of the lease  applicable  at the  expiration  date will  govern  the
extended term; except that, tenant will have no further right to extend the term
and the base rent during the  extended  term will be an amount to be agreed upon
in writing by  landlord  and tenant in  writing  prior to the  expiration  date.
Tenant  will not have any rights  under this  paragraph  3(b) if (1) an event of
default exists on the  expiration  date or on the date on which the tenant gives
its  notice,  or (2) tenant  exercises  its rights less than one year before the
expiration date.

                                     4. RENT

     (a) Base Rent.  Tenant will pay landlord $20.00 annually per square foot of
space in the rented  premises  (the "base  rent") in equal  consecutive  monthly
installments  on or before the first day of each  month  during the term of this
lease.  The base rent  will be paid in  advance  at the  address  specified  for
landlord in paragraph 25(f) or such other place as landlord designates,  without
prior demand and without any abatement, deduction or setoff. If the commencement
date  occurs on a day other  than the first day of a calendar  month,  or if the
expiration  date  occurs on a day other than the last day of a  calendar  month,
then the base rent for the fractional month will be prorated on a daily basis.

     (b) Square Footage. Tenant and landlord agree that for the purposes of this
lease, the premises contain 16,728 square feet.

     (c) Adjustment to Base Rent. On June 1 of each year during the term hereof,
the base rent for the following  year shall be adjusted to reflect  increases or
decreases in the Consumer  Price Index during the period from June 1 through May
31 immediately  preceding the adjustment  month each year, as follows:  the base
rent for the final month of the  preceding  year shall be multiplied by a number
which is  reached by  dividing  the  Consumer  Price  Index for  Denver/Boulder,
Colorado -- All Items,  as  published  by the Bureau of Labor  Statistics,  U.S.
Department  of Labor (the  "CPI")  figure for said final month by the CPI figure
for the initial month of this lease term, which is expressed  formulaically  as:
base rent x last month's CPI/initial month's CPI. If the official monthly CPI is
not available for use as a  cost-of-living  index for the months  provided to be
used as a basis  for such  formula,  it is  agreed  that the CPI as  issued  and
published for the earliest  preceding  months should be used in determining such
formula.  If,  at any time  during  the term  hereof,  the U.S.  Bureau of Labor
Statistics  shall  discontinue  the  issuance of the Bureau of Labor  Statistics
Consumer  Price  Index,  the parties  shall use any other  standard,  nationally
recognized cost-of-living index then issued and available, which is published by
the U.S. government.

                                    5. TAXES

     (a) Obligation  for Payment.  Tenant will pay all taxes  (collectively  the
"tax"), including without limitation real estate and personal property taxes and
assessments  assessed,  levied,  confirmed,  or imposed  during the term of this
lease,  whether or not now customary or within the contemplation of landlord and
tenant:

          (1) upon, measured by, or reasonably attributable to the cost or value
of tenant's equipment,  furniture, fixtures, and other personal property located
in the premises,  or by the cost or value of any leasehold  improvements made in
or to  the  premises  by or for  tenant,  regardless  of  whether  title  to the
improvements is in tenant or landlord;

          (2) upon or measured by the base rent,  including  without  limitation
any gross  receipts  tax or excise tax levied by the federal  government  or any
other governmental body with respect to the receipt of base rent;

          (3)  upon or  with  respect  to the  possession,  leasing,  operation,
management, maintenance,  alteration, repair, use, or occupancy by tenant of the
premises or any portion of the premises;

          (4) upon this  transaction  or any document to which tenant is a party
creating or transferring an interest or an estate in the premises;

          (5) upon the premises and all personal property, furniture,  fixtures,
and equipment, and all replacements, improvements, or additions to them, whether
owned by landlord or tenant; and

          (6) based in whole or in part on a base rent, whether made in addition
to or in substitution for any other tax.

     (b) Taxes Payable in Installments. Unless landlord has exercised its rights
under  paragraph  5(f) and if, by law, any tax may at the option of the taxpayer
be paid in installments  (whether or not interest  accrues on the unpaid balance
of the tax),  tenant may  exercise  the  option to pay the tax (and any  accrued
interest  on the unpaid  balance  of the tax) in  installments;  in that  event,
tenant will pay the  installments  that become due during the term of this lease
as they become due and before any fine, penalty,  further interest,  or cost may
be added to them.

     (c) Taxes for Period Other Than Term.  Any tax,  including  taxes that have
been converted  into  installment  payments,  relating to a fiscal period of the
taxing authority,  a part of which period is included within the term and a part
of which is included in a period of time prior to the  commencement or after the
end of the term,  whether or not such tax or installments are assessed,  levied,
confirmed, imposed upon or in respect of, or become a lien upon the premises, or
become payable, during the term, will be adjusted between landlord and tenant as
of the  commencement or end of the term, so that tenant will pay that portion of
the tax or installment  which the part of the fiscal period included in the term
bears to the fiscal period, and landlord will pay the remainder.

     (d) Other Impositions. Tenant will not be obligated to pay local, state, or
federal net income taxes assessed  against  landlord;  local,  state, or federal
capital levy of landlord; or sales, excise, franchise, gift, estate, succession,
inheritance, or transfer taxes of landlord.

     (e) Right to  Contest  Taxes.  Tenant  will have the right to  contest  the
amount or validity,  in whole or in part, of any tax by appropriate  proceedings
diligently  conducted  in good faith,  only after paying the tax or posting such
security as landlord  may  reasonably  require in order to protect the  premises
against loss or forfeiture.  Upon the termination of those  proceedings,  tenant
will pay the  amount of the tax or part of the tax as  finally  determined,  the
payment  of  which  may  have  been  deferred  during  the  prosecution  of  the
proceedings,  together  with any  costs,  fees,  interest,  penalties,  or other
related  liabilities.  Landlord  will not be  required to join in any contest or
proceedings  unless  the  provisions  of any law or  regulations  then in effect
require that the  proceedings be brought by or in the name of landlord.  In that
event, landlord will join in the proceedings or permit them to be brought in its
name;  however,  landlord will not be subjected to any liability for the payment
of any costs or expenses in  connection  with any  contest or  proceedings,  and
tenant will indemnify  landlord  against and save landlord  harmless from any of
those costs and expenses.

     (f) Estimated Payments.  If any lender requires landlord to do so, then, in
each December during the term or as soon after December as practicable, landlord
will give  tenant  written  notice of its  estimate  of  amounts  payable  under
paragraph 5 for the ensuing  calendar  year.  On or before the first day of each
month during the ensuing calendar year, tenant will pay to landlord  one-twelfth
(1/12th) of the estimated amounts;  however, if notice is not given in December,
tenant will continue to pay on the basis of the prior year's  estimate until the
month after notice is given. If at any time or times it appears to landlord that
the amounts  payable under  paragraph 5 for the current  calendar year will vary
from its  estimate by more than ten percent  (10%),  landlord  will,  by written
notice to tenant,  revise its estimate for the year, and subsequent  payments by
tenant for such year will be based upon the revised estimate.

     (g) Final  Settlement.  Within  ninety  (90)  days  after the close of each
calendar year or as soon after the ninety-day  period as  practicable,  landlord
will deliver to tenant a statement of amounts  payable under paragraph 5 for the
calendar year,  prepared by certified public accountants  designated by landlord
or prepared by landlord and  certified  by one of its  officers.  The  certified
statement  will be final and binding upon landlord and tenant.  If the statement
shows an  amount  owing by  tenant  that is less  than  the  estimated  payments
previously  made  by  tenant  for  the  calendar  year,  the  statement  will be
accompanied  by a refund of the excess by landlord to tenant.  If the  statement
shows an  amount  owing by  tenant  that is more  than  the  estimated  payments
previously made by tenant for the calendar year,  tenant will pay the deficiency
to landlord within thirty (30) days after the delivery of the statement.

                                  6. UTILITIES

     Tenant will pay the appropriate  suppliers for all water, gas, electricity,
light, heat, telephone,  power, and other utilities and communications  services
used by tenant on the premises during the term,  whether or not the services are
billed  directly to tenant.  Tenant will also procure,  or cause to be procured,
without cost to landlord,  any and all  necessary  permits,  licenses,  or other
authorizations  required for the lawful and proper  installation and maintenance
upon the premises of wires,  pipes,  conduits,  tubes,  and other  equipment and
appliances  for use in supplying  any of the services to and upon the  premises.
Landlord,  upon  request of tenant,  and at the sole  expense and  liability  of
tenant,  will join with tenant in any  application  required  for  obtaining  or
continuing any of the services.

                                  7. INSURANCE

     (a) "All-Risk" Coverage.  Tenant will, at its sole expense, obtain and keep
in  force,  during  the  term  of  this  lease,  "all-risk"  coverage  insurance
(including  earthquake and flood insurance)  naming landlord and tenant as their
interests  may appear and other parties that landlord or tenant may designate as
additional insureds in the customary form in the City of Englewood for buildings
and improvements of similar character,  on all buildings and improvements now or
after this date located on the  premises.  The amount of the  insurance  will be
designated  by landlord no more  frequently  than once every twelve (12) months,
will be set forth on an "agreed amount  endorsement" to the policy of insurance,
will  not be less  than  the  agreed  replacement  value  of the  buildings  and
improvements,  and will be subject to  arbitration  pursuant to paragraph 2.4 if
landlord and tenant do not agree with regard to such value.  Landlord and tenant
have  already  agreed by separate  document as to the  replacement  value of the
existing  building on the premises which shall apply from June 1, 1997 until May
31, 1998.

     (b) General Liability. Tenant will, at its sole expense, obtain and keep in
force during the term of this lease commercial general liability  insurance with
a combined  single limit of not less than one million dollars  ($1,000,000)  for
injury to or death of any one person, and three million dollars ($3,000,000) for
injury  to or  death of any  number  of  persons  in one  occurrence  and in the
aggregate, and for damage to property, insuring against any and all liability of
landlord and tenant,  including  without  limitation  coverage  for  contractual
liability,  broad form property  damage,  host liquor  liability,  and non-owned
automobile  liability,  with  respect  to the  premises  or  arising  out of the
maintenance,  use, or occupancy of the premises.  The insurance  will insure the
performance  by tenant of the indemnity  agreement as to liability for injury to
or death of  persons  and  damage to  property  set forth in  paragraph  19. The
insurance  will be  noncontributing  with any  insurance  that may be carried by
landlord  and will  contain a  provision  that  landlord,  although  named as an
insured, will nevertheless be entitled to recover under the policy for any loss,
injury,  or damage to landlord,  its agents,  and employees,  or the property of
such persons.  The limits and coverage of all the insurance  will be adjusted by
agreement of landlord  and tenant  during every third lease year during the term
of this  lease in  conformity  with  the  then  prevailing  custom  of  insuring
liability  in  the  City  of  Englewood,  and  any  disagreement  regarding  the
adjustment  will be submitted to arbitration in the manner provided in paragraph
24.

     (c)  Other  Matters.  All  insurance  required  in this  paragraph  and all
renewals of it will be issued by companies  authorized  to transact  business in
the State of Colorado, and rated at least A+ Class X by Best's Insurance Reports
(property  liability) or approved by landlord.  All  insurance  policies will be
subject to approval by landlord  and any lender as to form and  substance;  will
expressly  provide  that the  policies  will not be canceled or altered  without
thirty (30) days' prior written  notice to landlord and any lender,  in the case
of  "all-risk"  coverage  insurance,  and to  landlord,  in the case of  general
liability insurance; and will, to the extent obtainable,  provide that no act or
omission of tenant which would  otherwise  result in  forfeiture or reduction of
the insurance  will affect or limit the  obligation of the insurance  company to
pay the amount of any loss  sustained.  Tenant may satisfy its obligation  under
this paragraph by appropriate endorsements of its blanket insurance policies.

     (d) Additional Insureds. All policies of liability insurance that tenant is
obligated  to  maintain  according  to this  lease  (other  than any  policy  of
workmen's  compensation  insurance) will name landlord and such other persons or
firms as landlord specifies from time to time as additional  insureds.  Original
or copies of original policies (together with copies of the endorsements  naming
landlord,  and any others  specified by landlord,  as  additional  insureds) and
evidence of the payment of all  premiums of such  policies  will be delivered to
landlord  prior to tenant's  occupancy  of the premises and from time to time at
least thirty (30) days prior to the  expiration of the term of each policy.  All
public liability, property damage liability, and casualty policies maintained by
tenant will be written as primary  policies,  not  contributing  with and not in
excess of  coverage  that  landlord  may  carry.  No  insurance  required  to be
maintained by tenant by this paragraph will be subject to any deductible without
landlord's prior written consent.

     (e) Waiver.  Landlord and tenant  waive all rights to recover  against each
other or against any other  tenant or occupant of the  building,  or against the
officers, directors, shareholders, partners, joint venturers, employees, agents,
customers,  invitees,  or  business  visitors  of each of theirs or of any other
tenant or  occupant of the  building,  for any loss or damage  arising  from any
cause covered by any  insurance  required to be carried by each of them pursuant
to this  paragraph 7 or any other  insurance  actually  carried by each of them.
Landlord and tenant will cause their  respective  insurers to issue  appropriate
waiver of subrogation  rights  endorsements to all policies of insurance carried
in  connection  with the  building or the  premises or the contents of either of
them.  Tenant will cause all other occupants of the premises claiming by, under,
or through  tenant to execute and deliver to landlord a waiver of claims similar
to the waiver in this paragraph and to obtain such waiver of subrogation  rights
endorsements.

                                     8. USE

     The premises will be used only for offices.

                       9. COMPLIANCE WITH LAWS (GENERALLY)

     (a)  Tenant's  Obligations.  Tenant  will not use or occupy,  or permit any
portion of the premises to be used or occupied:

          (1) in  violation  of any law,  ordinance,  order,  rule,  regulation,
certificate of occupancy, or other governmental requirement;

          (2) for any disreputable business or purpose; or

          (3) in any manner or for any business or purpose that creates risks of
fire or other  hazards,  or that would in any way  violate,  suspend,  void,  or
increase the rate of fire or liability or any other insurance of any kind at any
time  carried  by  landlord  upon all or any part of the  building  in which the
premises are located or its contents.

Tenant will comply with all laws, ordinances,  orders, rules,  regulations,  and
other governmental  requirements relating to the use, condition, or occupancy of
the premises, and all rules, orders, regulations,  and requirements of the board
of fire  underwriters or insurance  service  office,  or any other similar body,
having jurisdiction over the building in which the premises are located.

     (b) Tenant's Obligations with Respect to Environmental Laws.

          (1)  Tenant  and the  premises  will  remain  in  compliance  with all
applicable  laws,  ordinances,  and regulations  (including  consent decrees and
administrative  orders)  relating to public health and safety and  protection of
the environment,  including those statutes,  laws,  regulations,  and ordinances
identified  in  subparagraph  (7), all as amended and modified from time to time
(collectively,  "environmental  laws"). All governmental permits relating to the
use or operation of the premises required by applicable  environmental  laws are
and will remain in effect, and tenant will comply with them.

          (2)  Tenant  will  not  permit  to  occur  any  release,   generation,
manufacture,  storage,  treatment,  transportation,  or disposal  of  "hazardous
material," as that term is defined in  subparagraph  (7), on, in, under, or from
the premises. Tenant will promptly notify landlord, in writing, if tenant has or
acquires  notice  or  knowledge  that  any  hazardous  material  has  been or is
threatened to be released,  discharged,  disposed of, transported, or stored on,
in, under, or from the premises;  and if any hazardous  material is found on the
premises, tenant, at its own cost and expense, will immediately take such action
as is necessary to detain the spread of and remove the hazardous material to the
complete satisfaction of landlord and the appropriate governmental authorities.

          (3) Tenant will  immediately  notify  landlord and provide copies upon
receipt  of all  written  complaints,  claims,  citations,  demands,  inquiries,
reports, or notices relating to the condition of the premises or compliance with
environmental  laws. Tenant will promptly cure and have dismissed with prejudice
any of those actions and  proceedings to the  satisfaction  of landlord.  Tenant
will keep the premises  free of any lien imposed  pursuant to any  environmental
laws.

          (4) Landlord will have the right at all reasonable times and from time
to time to  conduct  environmental  audits  of the  premises,  and  tenant  will
cooperate  in the conduct of those  audits.  The audits will be  conducted  by a
consultant of landlord's choosing,  and if any hazardous material is detected or
if a violation of any of the warranties, representations, or covenants contained
in this paragraph is discovered,  the fees and expenses of such  consultant will
be borne by tenant  and will be paid as  additional  rent  under  this  lease on
demand by landlord.

          (5) If tenant  fails to comply with any of the  foregoing  warranties,
representations, and covenants, landlord may cause the removal (or other cleanup
acceptable to landlord) of any hazardous  material from the premises.  The costs
of hazardous  material removal and any other cleanup  (including  transportation
and storage  costs) will be additional  rent under this lease,  whether or not a
court has  ordered the  cleanup,  and those costs will become due and payable on
demand by landlord.  Tenant will give landlord, its agents, and employees access
to the  premises  to  remove  or  otherwise  clean  up any  hazardous  material.
Landlord, however, has no affirmative obligation to remove or otherwise clean up
any  hazardous  material,  and this lease will not be  construed as creating any
such obligation.

          (6)  Tenant  agrees to  indemnify,  defend  (with  counsel  reasonably
acceptable  to  landlord  and at  tenant's  sole cost),  and hold  landlord  and
landlord's affiliates, shareholders,  directors, officers, employees, and agents
free and  harmless  from  and  against  all  losses,  liabilities,  obligations,
penalties,  claims,  litigation,  demands,  defenses,  costs, judgments,  suits,
proceedings,  damages  (including  consequential  damages),   disbursements,  or
expenses of any kind  (including  attorneys'  and experts' fees and expenses and
fees and expenses  incurred in  investigating,  defending,  or  prosecuting  any
litigation, claim, or proceeding) that may at any time be imposed upon, incurred
by, or asserted or awarded against landlord or any of them in connection with or
arising from or out of:

          (A) any  hazardous  material on, in,  under,  or affecting  all or any
portion of the premises;

          (B) any  misrepresentation,  inaccuracy,  or breach  of any  warranty,
covenant, or agreement contained or referred to in this paragraph;

          (C) any violation or claim of violation by tenant of any environmental
law; or

          (D) the  imposition  of any lien for the  recovery  of any  costs  for
environmental  cleanup  or other  response  costs  relating  to the  release  or
threatened release of hazardous material.

This  indemnification  is the  personal  obligation  of tenant and will  survive
termination of this lease. Tenant, its successors,  and assigns waive,  release,
and  agree  not to make any  claim or bring  any cost  recovery  action  against
landlord under CERCLA, as that term is defined in subparagraph (7), or any state
equivalent  or any similar law now existing or enacted  after this date.  To the
extent  that  landlord  is  strictly  liable  under  any such  law,  regulation,
ordinance, or requirement,  tenant's obligation to landlord under this indemnity
will also be without  regard to fault on the part of tenant with  respect to the
violation or condition that results in liability to landlord.

          (7) For purposes of this lease, "hazardous material" means:

          (A) "hazardous  substances"  or "toxic  substances" as those terms are
defined by the Comprehensive Environmental Response, Compensation, and Liability
Act  (CERCLA),  42  U.S.C.  ss.  9601,  et  seq.,  or  the  Hazardous  Materials
Transportation  Act,  49 U.S.C.  ss.  1802,  both as amended to this date and as
amended after this date;

          (B)  "hazardous  wastes,"  as that  term is  defined  by the  Resource
Conservation and Recovery Act (RCRA), 42 U.S.C.ss.  6902, et seq., as amended to
this date and as amended after this date;

          (C) any  pollutant,  contaminant,  or hazardous,  dangerous,  or toxic
chemical,  material,  or  substance  within the meaning of any other  applicable
federal,  state, or local law, regulation,  ordinance, or requirement (including
consent decrees and administrative  orders) relating to or imposing liability or
standards  of conduct  concerning  any  hazardous,  toxic,  or  dangerous  waste
substance  or  material,  all as amended  to this date or as amended  after this
date;

          (D)  crude  oil or any  fraction  of it that  is  liquid  at  standard
conditions of  temperature  and pressure (60 degrees  Fahrenheit and 14.7 pounds
per square inch absolute);

          (E) any radioactive material,  including any source,  special nuclear,
or byproduct  material as defined at 42 U.S.C.ss.  2011,  et seq., as amended to
this date or as amended after this date;

          (F) asbestos in any form or condition; and

          (G)  polychlorinated  biphenyls  (PCB's) or  substances  or  compounds
containing PCB'S.

     (c)  Right to  Contest  Laws.  Tenant  will have the  right to  contest  by
appropriate  proceedings  diligently  conducted  in good  faith  in the  name of
tenant, or, with the prior consent of the landlord,  in the name of landlord, or
both,  without cost or expense to landlord,  the validity or  application of any
law, ordinance,  order, rule, regulation, or legal requirement of any nature. If
compliance with any law, ordinance,  order, rule, regulation, or requirement may
legally be delayed pending the prosecution of any proceeding,  without incurring
any lien,  charge,  or liability of any kind against the  premises,  or tenant's
interest  in the  premises,  and  without  subjecting  tenant or landlord to any
liability,  civil or  criminal,  for  failure  so to  comply,  tenant  may delay
compliance  until the final  determination  of the  proceeding.  Even if a lien,
charge, or liability may be incurred by reason of delay,  tenant may contest and
delay, so long as (1) the contest or delay does not subject landlord to criminal
liability and (2) tenant furnishes to landlord security, reasonably satisfactory
to  landlord,  against  any loss or injury by  reason of any  contest  or delay.
Landlord  will not be  required  to join  any  proceedings  referred  to in this
paragraph unless the provision of any applicable law, rule, or regulation at the
time in effect  requires  that the  proceedings  be brought by or in the name of
landlord,  or both. In that event  landlord will join the  proceedings or permit
them to be brought in its name if tenant pays all related expenses.

                          10. ASSIGNMENTS AND SUBLEASES

     Tenant may assign or sublease all or part of the premises  with  landlord's
prior written consent,  which landlord agrees will not be unreasonably  withheld
or delayed.

                                    11. SIGNS

     Tenant may install signs on the premises in accordance with federal, state,
and local statutes, laws, ordinances, and codes.

                           12. REPAIRS AND MAINTENANCE

     Tenant  accepts  the  premises  as is.  Tenant  will,  at its sole cost and
expense, maintain the premises and make repairs,  restorations, and replacements
to the premises,  including  without  limitation the heating,  ventilating,  air
conditioning, mechanical, electrical, elevator, and plumbing systems, structural
roof, walls, and foundations, and the fixtures and appurtenances to the premises
as and when needed to preserve  them in good  working  order and  condition  and
regardless of whether the repairs,  restorations,  and replacements are ordinary
or extraordinary,  foreseeable or unforeseeable,  capital or noncapital,  or the
fault or not the fault of tenant, its agents, employees,  invitees, visitors, or
contractors. All repairs,  restorations, and replacements will be in quality and
class  equal to the  original  work or  installations.  If tenant  fails to make
repairs, restorations, or replacements, landlord may make them at the expense of
tenant and the expense  will be  collectible  as  additional  rent to be paid by
tenant within fifteen (15) days after delivery of a statement for the expense.

                                 13. ALTERATIONS

     Tenant will not make any  alterations,  additions,  or  improvements to the
premises without  landlord's prior written  consent;  however,  landlord's prior
written  consent  will  not  be  necessary  for  any  alteration,  addition,  or
improvement which:

     (a) costs  less than two  thousand  dollars  ($2,000)  including  labor and
materials;

     (b) does not change the general  character of the  premises,  or reduce the
fair  market  value of the  premises  below its fair  market  value prior to the
alteration, addition, or improvement;

     (c) is made with due diligence,  in a good and workmanlike  manner,  and in
compliance with the laws, ordinances,  orders, rules, regulations,  certificates
of occupancy, or other governmental requirements described in paragraph 9;

     (d) is promptly and fully paid for by tenant; and

     (e) is made under the  supervision  of an architect or engineer  reasonably
satisfactory  to landlord and in accordance  with plans and  specifications  and
cost estimates approved by landlord.

Landlord may designate a  supervising  architect to assure  compliance  with the
provisions of this  paragraph,  and if it does,  tenant will pay the supervising
architect's   charges.   Subject  to  tenant's   rights  in  paragraph  14,  all
alterations,   additions,  fixtures,  and  improvements,  whether  temporary  or
permanent in character, made in or upon the premises by tenant, will immediately
become landlord's  property and at the end of the term of this lease will remain
on the premises  without  compensation  to tenant.  By notice given to tenant no
less than ninety (90) days prior to the end of this lease,  landlord may require
that any alterations,  additions, fixtures, and improvements made in or upon the
premises  be  removed  by  tenant.  In  that  event,   tenant  will  remove  the
alterations,  additions,  fixtures,  and  improvements at tenant's sole cost and
will  restore  the  premises  to the  condition  in which  they were  before the
alterations,  additions,  improvements, and additions were made, reasonable wear
and tear excepted.

                                 14. END OF TERM

     At the end of this lease,  tenant will surrender the premises in good order
and condition, ordinary wear and tear excepted. Tenant will not remove any trade
fixtures or equipment without  landlord's prior written consent.  Whether or not
tenant  is  then  in  default,   tenant  will  remove  alterations,   additions,
improvements,  trade  fixtures,  equipment,  and  furniture  that  landlord  has
requested be removed in accordance  with  paragraph 13. Tenant will fully repair
any  damage  occasioned  by  the  removal  of  any  trade  fixtures,  equipment,
furniture,  alterations,   additions,  and  improvements.  All  trade  fixtures,
equipment,  furniture,  alterations,  additions, and improvements not so removed
will  conclusively  be  deemed  to have  been  abandoned  by  tenant  and may be
appropriated,  sold,  stored,  destroyed,  or otherwise  disposed of by landlord
without  notice to  tenant or to any other  person  and  without  obligation  to
account for them.  Tenant will pay landlord all expenses  incurred in connection
with landlord's  disposition of such property,  including without limitation the
cost of repairing  any damage to the  building or premises  caused by removal of
the  property.  Tenant's  obligation  to observe and perform this  covenant will
survive the end of this lease.

                           15. DAMAGE AND DESTRUCTION

     (a) General.  if the premises are damaged or destroyed by reason of fire or
any other cause,  tenant will  immediately  notify  landlord  and will  promptly
repair or rebuild the building at tenant's  expense,  so as to make the building
at  least  equal  in value to the  building  existing  immediately  prior to the
occurrence  and as nearly  similar  to it in  character  as is  practicable  and
reasonable.  Landlord  will  apply and make  available  to pay to tenant the net
proceeds  of any  fire or  other  casualty  insurance  paid to  landlord,  after
deduction of any costs of collection,  including  attorneys' fees, for repairing
or rebuilding  as the same  progresses.  Payments will be made against  properly
certified  vouchers of a competent  architect in charge of the work and approved
by landlord.  Landlord will contribute,  out of the insurance proceeds,  towards
each  payment  to be  made by or on  behalf  of  tenant  for  the  repairing  or
rebuilding  of the  building,  under a schedule of payments to be made by tenant
and not unreasonably objected to by landlord, an amount in the proportion to the
payment by tenant as the total net amount  received  by landlord  from  insurers
bears to the total  estimated  cost of the  rebuilding or  repairing.  Landlord,
however, may withhold from each amount so to be paid by landlord fifteen percent
(15%) of the amount until the work of repairing or  rebuilding  is completed and
proof has been  furnished to landlord  that no lien or liability has attached or
will attach to the premises or to landlord in  connection  with the repairing or
rebuilding.  Upon the completion of rebuilding and the furnishing of that proof,
the balance of the net proceeds of the insurance will be paid to tenant.  If the
proceeds  of  insurance  are paid to the holder of any  mortgage  on  landlord's
interest in the  premises,  landlord  will make  available  net  proceeds of the
insurance in accordance with the provisions of this paragraph.  Before beginning
repairs or  rebuilding,  or letting any contracts in connection  with repairs or
rebuilding,  tenant will submit for landlord's approval, which approval landlord
will not  unreasonably  withhold  or  delay,  complete  and  detailed  plans and
specifications   for  the  repairs  or  rebuilding.   Promptly  after  receiving
landlord's  approval  of those plans and  specifications,  tenant will begin the
repairs or rebuilding and will prosecute the repairs or rebuilding to completion
with diligence,  subject, however, to strikes, lockouts, acts of God, embargoes,
governmental restrictions,  and other causes beyond tenant's reasonable control.
Tenant will obtain and deliver to landlord a temporary or final  certificate  of
occupancy  before the premises are  reoccupied  for any purpose.  The repairs or
rebuilding will be completed free and clear of mechanics' or other liens, and in
accordance  with  the  building  codes  and  all  applicable  laws,  ordinances,
regulations,  or orders  of any  state,  municipal,  or other  public  authority
affecting  the  repairs  or  rebuilding,   and  also  in  accordance   with  all
requirements of the insurance rating  organization,  or similar body, and of any
liability  insurance  company insuring  landlord against liability for accidents
related  to  the  premises.  Any  remaining  proceeds  of  insurance  after  the
restoration will be tenant's property.

     (b)  Landlord's  Inspection.  During the progress of repairs or rebuilding,
landlord  and its  architects  and  engineers  may from time to time inspect the
building and will be furnished,  if required by them,  with copies of all plans,
shop drawings, and specifications relating to the repairs or rebuilding.  Tenant
will keep all plans,  shop drawings,  and  specifications  at the building,  and
landlord and its  architects  and engineers  may examine them at all  reasonable
times.  If,  during  repairs or  rebuilding,  landlord  and its  architects  and
engineers  determine  that the  repairs  or  rebuilding  are not  being  done in
accordance with the approved plans and specifications, landlord will give prompt
notice in writing to tenant,  specifying  in detail the  particular  deficiency,
omission, or other respect in which landlord claims the repairs or rebuilding do
not accord with the approved plans and specifications.  Upon the receipt of that
notice, tenant will cause corrections to be made to any deficiencies, omissions,
or such other respect.  Tenant's  obligations to supply  insurance  according to
paragraph 7 will be applicable to any repairs or building under this paragraph.

     (c) Landlord's  Costs. The charges of any architect or engineer of landlord
employed to pass upon any plans and  specifications and to supervise and approve
any  construction,  or for any services rendered by the architect or engineer to
landlord as contemplated by any of the provisions of this lease, will be paid by
tenant as a cost of the  repair or  rebuilding.  The fees of such  architect  or
engineer will be those customarily paid for comparable services.

     (d) No Rent Abatement. Base rent and additional rent will not abate pending
the repairs or rebuilding  except to the extent to which landlord receives a net
sum as proceeds of any rent insurance.

     (e) Damage  During Last Three  Years.  If at any time during the last three
years of the term (as  extended  according  to  paragraph  3) the building is so
damaged by fire or otherwise that the cost of restoration  exceeds fifty percent
(50%)  of the  replacement  value of the  building  (exclusive  of  foundations)
immediately  prior to the damage,  either  landlord or tenant may, within thirty
(30) days after such damage, give notice of its election to terminate this lease
and, subject to the further provisions of this paragraph,  this lease will cease
on the tenth  (10th) day after the  delivery of that  notice.  Base rent will be
apportioned and paid to the time of termination. If this lease is so terminated,
tenant will have no  obligation to repair or rebuild,  and the entire  insurance
proceeds will belong to landlord.

                                16. CONDEMNATION

     (a) Total  Taking.  If, by  exercise  of the right of eminent  domain or by
conveyance  made in  response  to the threat of the  exercise  of such right (in
either case a "taking"),  all of the  premises  are taken,  or if so much of the
premises  are taken that the  premises  (even if the  restorations  described in
paragraph  16(b) were to be made)  cannot be used by tenant for the purposes for
which they were used immediately  before the taking,  this lease will end on the
earlier of the vesting of title to the premises in the  condemning  authority or
the taking of possession of the premises by the condemning  authority (in either
case the "ending date").  If this lease ends according to this paragraph  16(a),
prepaid rent will be  appropriately  prorated to the ending date. The award in a
taking subject to this paragraph 16(a) will be allocated  according to paragraph
16(d).

     (b) Partial  Taking.  If, after a taking,  so much of the premises  remains
that the premises can be used for substantially the same purposes for which they
were used immediately before the taking:

          (1)  this  lease  will  end on the  ending  date as to the part of the
premises which is taken;

          (2) prepaid  rent will be  appropriately  allocated to the part of the
premises which is taken and prorated to the ending date;

          (3)  beginning on the day after the ending  date,  rent for so much of
the premises as remains will be reduced in the  proportion  of the floor area of
the building remaining after the taking to the floor area of the building before
the taking;

          (4) at its  cost,  tenant  will  restore  so much of the  premises  as
remains to a sound  architectural unit  substantially  suitable for the purposes
for which it was used immediately before the taking,  using good workmanship and
new first class materials, all according to paragraph 13;

          (5) upon the  completion  of  restoration  according  to  clause  (6),
landlord will pay tenant the lesser of the net award made to landlord on account
of the taking (after deducting from the total award attorneys', appraisers', and
other costs incurred in connection with obtaining the award, and amounts paid to
the  holders  of  mortgages   affecting  the  premises),   or  tenant's   actual
out-of-pocket cost of restoring the premises; and

          (6) landlord will keep the balance of the net award.

     (c) Tenant's  Award.  In  connection  with any taking  subject to paragraph
16(a) or 16(b),  tenant  may  prosecute  its own claim by  separate  proceedings
against the condemning authority for damages legally due to it (such as the loss
of fixtures  which  tenant was entitled to remove and moving  expenses)  only so
long  as  tenant's  award  does  not  diminish  or  otherwise  adversely  affect
landlord's award.

     (d) Allocation of an Award for a Total Taking. If this lease ends according
to paragraph  16(a),  the  condemnation  award will be paid in the order in this
paragraph 16(d) to the extent it is sufficient:

          (1)  First,  landlord  will be  reimbursed  for its  attorneys'  fees,
appraisal fees, and other costs incurred in prosecuting the claim for the award.

          (2) Second,  any lender whose loan is secured by the premises  will be
paid the principal  balance of its loan, plus accrued and unpaid  interest,  and
any other charges due on payment.

          (3) Third, landlord will be paid the value at the time of the award of
lost rent and the  reversion  to the  extent  they  exceed  the  amount  paid to
landlord's lender.

          (4) Fourth, tenant will be paid its adjusted book value as of the date
of the  taking  of its  improvements  (excluding  trade  fixtures)  made  to the
premises.   In  computing  its  adjusted  book  value,   improvements   will  be
conclusively  presumed to have been  depreciated or amortized for federal income
tax purposes over their useful lives with a reasonable salvage value.

          (5) Fifth,  the balance will be divided equally  between  landlord and
tenant.

                         17. SUBORDINATION; ENCUMBRANCES

     (a) General.  This lease and  tenant's  rights under this lease are subject
and subordinate to any ground lease or underlying lease,  first mortgage,  first
deed of trust, or other first lien  encumbrance or indenture,  together with any
renewals, extensions,  modifications,  consolidations, and replacements of them,
which now or at any  subsequent  time  affect  the  premises,  any  interest  of
landlord in the premises,  or  landlord's  interest in this lease and the estate
created by this lease (except to the extent that any such  instrument  expressly
provides  that  this  lease  is  superior  to  it).  This   provision   will  be
self-operative  and no further  instrument of subordination  will be required in
order to effect it. Nevertheless,  tenant will execute,  acknowledge and deliver
to landlord,  at any time and from time to time,  upon demand by  landlord,  any
documents as may be requested by  landlord,  any ground  landlord or  underlying
lessor,  or any mortgagee,  or any holder of a deed of trust or other instrument
described in this paragraph,  to confirm or effect the subordination.  If tenant
fails or refuses to execute,  acknowledge,  and deliver any such document within
twenty (20) days after written demand,  landlord,  its  successors,  and assigns
will be entitled to execute,  acknowledge, and deliver the document on behalf of
tenant as tenant's  as  attorney-in-fact.  Tenant  constitutes  and  irrevocably
appoints landlord, its successors,  and assigns, as tenant's attorney-in-fact to
execute, acknowledge, and deliver on behalf of tenant any documents described in
this paragraph.

     (b) Attornment. If any holder of any mortgage, indenture, deed of trust, or
other similar  instrument  described in subparagraph  (a) succeeds to landlord's
interest in the premises,  tenant will pay to it all rents subsequently  payable
under this lease.  Tenant  will,  upon  request of anyone so  succeeding  to the
interest  of  landlord,  automatically  become the tenant of, and attorn to, the
successor in interest  without  change in this lease.  The successor in interest
will not be bound by (1) any payment of rent for more than one month in advance,
(2) any  amendment  or  modification  of this lease  made  without  its  written
consent,  (3) any claim against  landlord arising prior to the date on which the
successor succeeded to landlord's  interest,  or (4) any claim or offset of rent
against the landlord. Upon request by the successor in interest and without cost
to landlord or the successor in interest, tenant will execute,  acknowledge, and
deliver an instrument or instruments  confirming the attornment.  The instrument
of attornment  will also provide that the successor in interest will not disturb
tenant in its use of the premises in accordance with this lease. If tenant fails
or refuses to execute,  acknowledge,  and deliver the  instrument  within twenty
(20) days after  written  demand,  the successor in interest will be entitled to
execute,  acknowledge,  and deliver the document on behalf of tenant as tenant's
as  attorney-in-fact.  Tenant constitutes and irrevocably appoints the successor
in interest as tenant's attorney-in-fact to execute, acknowledge, and deliver on
behalf of tenant any document described in this paragraph.

     (c) Encumbrances.  Tenant may not mortgage,  pledge, or otherwise  encumber
this lease or the premises.

                              18. LANDLORD'S ACCESS

     Landlord, its agents,  employees, and contractors may enter the premises at
any time in response to an emergency, and at reasonable hours to (a) inspect the
premises,  (b)  exhibit the  premises to  prospective  purchasers,  lenders,  or
tenants,  (c) determine whether tenant is complying with its obligations in this
lease,  (d) supply any other  service  which this  lease  requires  landlord  to
provide,  (e) post notices of  nonresponsibility or similar notices, or (f) make
repairs which this lease requires  landlord to make;  however,  all work will be
done  as  promptly  as  reasonably  possible  and  so  as  to  cause  as  little
interference  to tenant  as  reasonably  possible.  Tenant  waives  any claim on
account of any injury or inconvenience to tenant's  business,  interference with
tenant's business,  loss of occupancy or quiet enjoyment of the premises, or any
other loss  occasioned by the entry.  Landlord will at all times have a key with
which to unlock all of the doors in the  premises  (excluding  tenant's  vaults,
safes,  and similar  areas  designed in writing by tenant in advance).  Landlord
will have the right to use any means  landlord  may deem proper to open doors in
the premises and to the premises in an emergency in order to enter the premises.
No entry to the premises by landlord by any means will be a forcible or unlawful
entry into the premises or a detainer of the premises or an eviction,  actual or
constructive, of tenant from the premises, or any part of the premises, nor will
any entry  entitle  tenant to damages or an abatement  of rent or other  charges
which this lease requires tenant to pay.

                     19. INDEMNIFICATION, WAIVER AND RELEASE

     (a)  Indemnification.  Tenant will  indemnify  landlord,  its  agents,  and
employees against,  and hold landlord,  its agents, and employees harmless from,
any and all  demands,  claims,  causes  of  action,  fines,  penalties,  damages
(including consequential damages), losses, liabilities,  judgments, and expenses
(including  without  limitation  attorneys'  fees and court  costs)  incurred in
connection with or arising from:

          (1) the use or  occupancy  of the  premises  by tenant  or any  person
claiming  under tenant;

          (2) any  activity,  work,  or thing done or  permitted  or suffered by
tenant in or about the premises;

          (3) any acts, omissions,  or negligence of tenant, any person claiming
under tenant, or the employees,  agents,  contractors,  invitees, or visitors of
tenant or any person;

          (4) any breach,  violation,  or nonperformance  by tenant,  any person
claiming  under tenant,  or the employees,  agents,  contractors,  invitees,  or
visitors of tenant,  or any person of any term,  covenant,  or provision of this
lease or any law, ordinance, or governmental requirement of any kind; or

          (5) except for loss of use of all or any  portion of the  premises  or
tenant's  property located within the premises that is proximately  caused by or
results proximately from the negligence of landlord, any injury or damage to the
person, property, or business of tenant or its employees,  agents,  contractors,
invitees,  visitors,  or any other person  entering upon the premises  under the
express or implied invitation of tenant.

If any action or proceeding  is brought  against  landlord,  its  employees,  or
agents by reason of any claim,  tenant,  upon notice from landlord,  will defend
the claim at tenant's expense with counsel reasonably satisfactory to landlord.

     (b) Waiver and  Release.  Tenant  waives and  releases  all claims  against
landlord,  its  employees,  and agents  with  respect to all  matters  for which
landlord has disclaimed  liability  pursuant to the provisions of this lease. In
addition,  tenant agrees that  landlord,  its agents,  and employees will not be
liable for any loss, injury, death, or damage (including  consequential damages)
to persons,  property,  or tenant's  business  occasioned by theft;  act of God;
public  enemy;  injunction;  riot;  strike;  insurrection;   war;  court  order;
requisition;  order of governmental body or authority; fire; explosion;  falling
objects; steam, water, rain or snow; leak or flow of water (including water from
the  elevator  system),  rain or snow from the  premises or into the premises or
from the roof, street,  subsurface,  or from any other place, or by dampness, or
from  the  breakage,  leakage,  obstruction,  or  other  defects  of the  pipes,
sprinklers, wires, appliances,  plumbing, air conditioning, or lighting fixtures
of the building; or from construction,  repair, or alteration of the premises or
from any acts or  omissions  of any visitor of the  premises;  or from any cause
beyond landlord's control.

                         20. COVENANT OF QUIET ENJOYMENT

     So long as tenant pays the rent and performs all of its obligations in this
lease, tenant's possession of the premises will not be disturbed by landlord, or
anyone  claiming  by,  through  or  under  landlord,  or by the  holders  of the
mortgages described in paragraph 17.

                       21. LIMITATION ON TENANT'S RECOURSE

     Tenant's sole recourse against landlord,  and any successor to the interest
of landlord in the premises, is to the interest of landlord,  and any successor,
in the premises. Tenant will not have any right to satisfy any judgment which it
may have against landlord, or any successor,  from any other assets of landlord,
or any successor.

     In  this  paragraph  the  terms  "landlord"  and  "successor"  include  the
shareholders,  venturers,  and  partners  of  landlord  and  successor  and  the
officers,  directors, and employees of landlord and successor. The provisions of
this  paragraph  are not  intended to limit  tenant's  right to seek  injunctive
relief or  specific  performance,  or  tenant's  right to claim the  proceeds of
insurance (if any) specifically maintained by landlord for tenant's benefit.

                                   22. DEFAULT

     (a) Cure. If tenant fails to pay when due amounts  payable under this lease
or to perform  any of its other  obligations  under  this lease  within the time
permitted  for its  performance,  then  landlord,  after ten (10) days'  written
notice to tenant (or, in case of any emergency, upon notice or without notice as
may be reasonable under the circumstances) and without waiving any of its rights
under this lease,  may (but will not be  required  to) pay the amount or perform
the obligation.

     All  amounts so paid by  landlord  and all costs and  expenses  incurred by
landlord in connection with the  performance of any  obligations  (together with
interest at the prime rate from the date of landlord's  payment of the amount or
incurring  of each cost or expense  until the date of full  repayment by tenant)
will be payable by tenant to  landlord  on demand.  In the proof of any  damages
that  landlord  may claim  against  tenant  arising out of  tenant's  failure to
maintain  insurance,  landlord  will not be  limited to the amount of the unpaid
insurance premium but will also be entitled to recover as damages for the breach
the  amount  of any  uninsured  loss (to the  extent  of any  deficiency  in the
insurance required by the provisions of this lease), damages, costs and expenses
of suit, including attorneys' fees, arising out of damage to, or destruction of,
the premises  occurring during any period for which tenant has failed to provide
the insurance.

     (b) Events of Default. The following occurrences are "events of default":

          (1) Tenant  defaults in the due and punctual  payment of rent, and the
default continues for five (5) days after notice from landlord;  however, tenant
will not be  entitled to more than one (1) notice for default in payment of rent
during any  twelve-month  period,  and if,  within  twelve (12) months after any
notice,  any rent is not paid when due, an event of default  will have  occurred
without further notice;

          (2) Tenant vacates or abandons the premises;

          (3) This lease or the  premises  or any part of the  premises is taken
upon execution or by other process of law directed  against tenant,  or is taken
upon or  subjected  to any  attachments  by any  creditor  of tenant or claimant
against  tenant,  and the attachment is not discharged  within fifteen (15) days
after its levy;

          (4)  Tenant  files a  petition  in  bankruptcy  or  insolvency  or for
reorganization  or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state,  or is dissolved,  or makes an assignment
for the benefit of creditors;

          (5)  Involuntary  proceedings  under any bankruptcy laws or insolvency
act or for the  dissolution  of  tenant  are  instituted  against  tenant,  or a
receiver  or trustee  is  appointed  for all or  substantially  all of  tenant's
property, and the proceeding is not dismissed or the receivership or trusteeship
is not vacated within sixty (60) days after institution or appointment;

          (6)  Tenant  fails  to  take   possession   of  the  premises  on  the
commencement date of the term; or

          (7) Tenant breaches any of the other agreements,  terms, covenants, or
conditions that this lease requires tenant to perform,  and the breach continues
for a period of thirty (30) days after notice by landlord to tenant.

     (c)  Remedies.  If any one or more events of default set forth in paragraph
23(b) occurs, then landlord may, at its election, either:

          (1) give tenant  written  notice of its  intention to  terminate  this
lease on the date of the notice or on any later date  specified  in the  notice,
and, on the date  specified in the notice,  tenant's  right to possession of the
premises  will cease and the lease  will be  terminated,  except as to  tenant's
liability  set forth in this  paragraph  23(c)(1),  as if the date  fixed in the
notice  were  the end of the term of this  lease.  If this  lease is  terminated
pursuant to the provisions of this  subparagraph  (1), tenant will remain liable
to landlord for damages in an amount equal to the rent and other sums that would
have been owing by tenant  under this lease for the  balance of the term if this
lease had not been terminated,  less the net proceeds,  if any, of any reletting
of the premises by landlord  subsequent to the termination,  after deducting all
landlord's  expenses in connection with reletting,  including without limitation
the  expenses  set forth in  paragraph  23(c)(2).  Landlord  will be entitled to
collect  damages  from  tenant  monthly  on the days on which the rent and other
amounts  would  have been  payable  under  this lease if this lease had not been
terminated, and landlord will be entitled to receive damages from tenant on each
day.  Alternatively,  at the option of  landlord,  if this lease is  terminated,
landlord will be entitled to recover from tenant:

          (A) the worth at the time of award of the  unpaid  rent which had been
earned at the time of termination;

          (B) the worth at the time of award of the  amount by which the  unpaid
rent which  would have been  earned  after  termination  until the time of award
exceeds the amount of rent loss that tenant  proves could  reasonably  have been
avoided;

          (C) the worth at the time of award of the  amount by which the  unpaid
rent for the balance of the term of this lease  after the time of award  exceeds
the amount of rent loss that tenant proves could reasonably be avoided; and

          (D) any other  amount  necessary  to  compensate  landlord for all the
detriment  proximately  caused by tenant's  failure to perform  its  obligations
under this lease or which in the  ordinary  course of things  would be likely to
result from the failure.

The "worth at the time of award" of the amount  referred  to in clauses  (A) and
(B) is computed by allowing  interest at the highest rate  permitted by law. The
"worth at the time of award" of the amount referred to in clause (C) is computed
by  discounting  the amount at the discount rate of the Federal  Reserve Bank of
[name] at the time of award.

                                       or

          (2) without  demand or notice,  re-enter  and take  possession  of the
premises  or  any  part  of  the  premises;  repossess  the  premises  as of the
landlord's former estate;  expel the tenant from the premises and those claiming
through or under tenant; and remove the effects of both or either, without being
deemed  guilty of any manner of trespass  and without  prejudice to any remedies
for arrears of rent or preceding breach of covenants or conditions.  If landlord
elects to re-enter as provided in this paragraph 23(c)(2),  or if landlord takes
possession  of the  premises  pursuant to legal  proceedings  or pursuant to any
notice  provided by law,  landlord may, from time to time,  without  terminating
this lease,  relet the premises or any part of the premises,  either alone or in
conjunction  with other  portions of the  building of which the  premises  are a
part, in landlord's or tenant's name but for the account of tenant, for the term
or terms  (which may be greater or less than the period  which  would  otherwise
have  constituted  the  balance of the term of this lease) and on such terms and
conditions  (which may include  concessions of free rent, and the alteration and
repair  of the  premises)  as  landlord,  in its  uncontrolled  discretion,  may
determine. Landlord may collect and receive the rents for the premises. Landlord
will not be responsible or liable for any failure to relet the premises,  or any
part of the  premises,  or for any  failure  to  collect  any  rent due upon the
reletting.  No re-entry or taking possession of the premises by landlord will be
construed as an election on  landlord's  part to  terminate  this lease unless a
written  notice of the  intention  is given to tenant.  No notice from  landlord
under this lease or under a forcible  entry and detainer  statute or similar law
will  constitute  an election by landlord  to  terminate  this lease  unless the
notice  specifically  says so. Landlord reserves the right following any reentry
or reletting,  or both, to exercise its right to terminate  this lease by giving
tenant written  notice,  and in that event the lease will terminate as specified
in the notice.  If landlord elects to take possession of the premises  according
to this  paragraph  23(c)(2)  without  terminating  the lease,  tenant  will pay
landlord the rent and other sums which would be payable  under this lease if the
repossession had not occurred,  less the net proceeds,  if any, of any reletting
of  the  premises  after  deducting  all  of  landlord's  expenses  incurred  in
connection with the reletting,  including  without  limitation all  repossession
costs,  brokerage  commissions,  legal expenses,  attorneys'  fees,  expenses of
employees, alteration,  remodeling and repair costs, and expenses of preparation
for the  reletting.  If, in connection  with any  reletting,  the new lease term
extends  beyond the  existing  term,  or the premises  covered by the  reletting
include areas that are not part of the  premises,  a fair  apportionment  of the
rent received from the  reletting and the expenses  incurred in connection  with
the  reletting  will be made in  determining  the  net  proceeds  received  from
reletting. In addition, in determining the net proceeds from reletting, any rent
concessions will be apportioned over the term of the new lease.  Tenant will pay
the  amounts  to  landlord  monthly  on the days on which the rent and all other
amounts  owing under this lease would have been  payable if  possession  had not
been  retaken,  and  landlord  will be  entitled  to receive  the rent and other
amounts from tenant on each day.

                                 23. ARBITRATION

     These procedures will govern any arbitration according to this lease:

     (a)  Arbitration  will be commenced by a written demand made by landlord or
tenant upon the other.  The  written  demand  will  contain a  statement  of the
question to be arbitrated and the name and address of the  arbitrator  appointed
by the demandant.  Within ten (10) days after its receipt of the written demand,
the other will give the demandant  written notice of the name and address of its
arbitrator. Within ten (10) days after the date of the appointment of the second
arbitrator,  the two arbitrators will meet. If the two arbitrators are unable to
resolve the question in dispute  within ten (10) days after their first meeting,
they will select a third arbitrator.  The third arbitrator will be designated as
chairman and will  immediately  give landlord and tenant  written  notice of its
appointment.  The three  arbitrators  will meet  within  ten (10) days after the
appointment of the third arbitrator.  If they are unable to resolve the question
in dispute within ten (10) days after their first meeting,  the third arbitrator
will select a time,  date,  and place for a hearing and will give  landlord  and
tenant  thirty (30) days' prior  written  notice of it. The date for the hearing
will not be more than sixty (60) days after the date of appointment of the third
arbitrator.  The first two arbitrators may be partial. The third arbitrator must
be neutral.

     (b) At the  hearing,  landlord  and tenant  will each be allowed to present
testimony and tangible evidence and to cross-examine each other's witnesses. The
arbitrators  may make  additional  rules for the  conduct of the  hearing or the
preparation  for it. The  arbitrators  will  render  their  written  decision to
landlord  and  tenant not more than  thirty  (30) days after the last day of the
hearing.

     (c) If the one of  whom  arbitration  is  demanded  fails  to  appoint  its
arbitrator  within the time specified,  or if the two arbitrators  appointed are
unable  to agree on an  appointment  of the  third  arbitrator  within  the time
specified,  either landlord or tenant may petition a justice of the Court of the
State of Colorado to appoint a third  arbitrator.  The petitioner  will give the
other five (5) days' written notice before filing its petition.

     (d) The arbitration will be governed by the Arbitration Law of the State of
Colorado,  and, when not in conflict with that law, by the general procedures in
the Commercial Arbitration Rules of the American Arbitration Association.

     (e) The arbitrators will not have power to add to, modify, detract from, or
alter in any way the  provisions of this lease or any  amendments or supplements
to this  lease.  The  written  decision  of at  least  two  arbitrators  will be
conclusive and binding upon landlord and tenant.  No arbitrator is authorized to
make an award of punitive or exemplary damages.

     (f) Landlord  and tenant will each pay for the services of its  appointees,
attorneys, and witnesses, plus one-half (1/2) of all other proper costs relating
to the arbitration.

     (g) The decision of the arbitrators will be final and  non-appealable,  and
may be enforced according to the laws of the State of Colorado.

                                24. MISCELLANEOUS

     (a)  Recordation.  Tenant's  recordation of this lease or any memorandum or
short form of it will be void and a default under this lease.

     (b) Holding Over. If tenant remains in possession of the premises after the
end of this lease,  tenant  will  occupy the  premises as a tenant from month to
month, subject to all conditions,  provisions,  and obligations of this lease in
effect on the last day of the term.

     (c)  Estoppel  Certificates.  Within no more than  fifteen  (15) days after
written request by landlord,  tenant will execute,  acknowledge,  and deliver to
landlord a certificate stating:

          (1) that this lease is unmodified and in full force and effect, or, if
the lease is modified,  the way in which it is modified accompanied by a copy of
the modification agreement;

          (2) the date to which rental and other sums  payable  under this lease
have been paid;

          (3) that no notice has been  received by tenant of any  default  which
has not been cured,  or, if the default has not been cured,  what tenant intends
to do in order to effect the cure, and when it will do so;

          (4) that tenant has accepted and occupied the premises;

          (5) that  tenant has no claim or offset  against  landlord,  or, if it
does, stating the date of the assignment and assignee (if known to tenant); and

          (6) other matters as may be reasonably requested by landlord.

Any certificate may be relied upon by any prospective  purchaser of the premises
and any prospective mortgagee or beneficiary under any deed of trust or mortgage
encumbering the premises. If landlord submits a completed certificate to tenant,
and if tenant  fails to object to its  contents  within  ten (10) days after its
receipt of the completed certificate, the matters stated in the certificate will
conclusively be deemed to be correct.  Furthermore,  tenant irrevocably appoints
landlord as tenant's  attorney-in-fact to execute and deliver on tenant's behalf
any completed  certificate  to which tenant does not object within ten (10) days
after its receipt.

     (d) No Waiver.  No waiver of any  condition  or  agreement in this lease by
either  landlord or tenant  will imply or  constitute  a further  waiver by such
party of the same or any other  condition or agreement.  No act or thing done by
landlord or  landlord's  agents  during the term of this lease will be deemed an
acceptance  of a  surrender  of the  premises,  and no  agreement  to accept the
surrender  will be valid unless in writing  signed by landlord.  The delivery of
tenant's  keys to any  employee  or agent of  landlord  will  not  constitute  a
termination of this lease unless  landlord has entered into a written  agreement
to that  effect.  No payment by tenant,  or receipt from  landlord,  of a lesser
amount than the rent or other charges stipulated in this lease will be deemed to
be anything other than a payment on account of the earliest  stipulated rent. No
endorsement  or statement on any check or any letter  accompanying  any check or
payment as rent will be deemed an accord and satisfaction.  Landlord will accept
the check for  payment  without  prejudice  to  landlord's  right to recover the
balance of the rent or to pursue any other remedy available to landlord. If this
lease is assigned,  or if the premises or any part of the premises are sublet or
occupied  by anyone  other  than  tenant,  landlord  may  collect  rent from the
assignee,  subtenant, or occupant and apply the net amount collected to the rent
reserved in this lease. No collection will be deemed a waiver of the covenant in
this lease against  assignment and  subletting;  the acceptance of the assignee,
subtenant,  or  occupant  as tenant;  or a release of tenant  from the  complete
performance by tenant of its covenants in this lease.

     (e)  Authority.  If tenant signs this lease as a  corporation,  each of the
persons  executing  this lease on behalf of tenant  warrants  to  landlord  that
tenant is a duly authorized and existing  corporation,  that tenant is qualified
to do business in the state in which the premises  are located,  that tenant has
full  right and  authority,  to enter into this  lease,  and that each and every
person  signing  on behalf of tenant is  authorized  to do so.  Upon  landlord's
request,  tenant will provide evidence satisfactory to landlord confirming these
representations.

     (f) Notices.  Any notice,  request,  demand,  consent,  approval,  or other
communication required or permitted under this lease will be written and will be
deemed  to have  been  given  (1) when  personally  delivered,  (2) when  served
pursuant to the Federal Rules of Civil Procedure,  or (3) on the third day after
it is deposited in any  depository  regularly  maintained  by the United  States
postal service,  postage prepaid,  certified or registered mail,  return receipt
requested, addressed to:

                           Landlord:  Justus Realty Limited Partnership
                                      13111 East Briarwood Avenue
                                      Englewood, CO 80112

                           Tenant:    Accelerated Bureau of Collections, Inc.
                                      5295 DTC Parkway
                                      Englewood, CO 80111

Either  landlord or tenant may change its address or  addressee  for purposes of
this  paragraph  by  giving  ten  (10)  days'  prior  notice  according  to this
paragraph.  Any notice from landlord to tenant will be deemed to have been given
if delivered  to the  premises,  addressed to tenant,  whether or not tenant has
vacated or abandoned the premises.

     (g) Attorneys'  Fees. If landlord and tenant litigate any provision of this
lease or the subject matter of this lease, the unsuccessful litigant will pay to
the successful litigant all costs and expenses,  including reasonable attorneys'
fees and court costs,  incurred by the successful litigation at trial and on any
appeal.  If,  without  fault,  either  landlord or tenant is made a party to any
litigation  instituted  by or against the other,  the other will  indemnify  the
faultless one against all loss,  liability,  and expense,  including  reasonable
attorneys'  fees  and  court  costs,  incurred  by it  in  connection  with  the
litigation.

     (h) Waiver of Jury Trial.  Landlord  and tenant  waive trial by jury in any
action,  proceeding, or counterclaim brought by either of them against the other
on all  matters  arising  out of this  lease  or the use  and  occupancy  of the
premises  (except claims for personal  injury or property  damage).  If landlord
commences  any  summary  proceeding  for  nonpayment  of rent,  tenant  will not
interpose  (and  waives  the  right  to  interpose)  any   counterclaim  in  any
proceeding.

     (i)  Restrictions.  Tenant  shall be subject to any  restrictive  covenants
running  with  the  premises  and  to any  covenants  contained  in  the  Master
Development Plan for the Denver Technological Center.

     (j)  Binding  Effect.  This lease will inure to the benefit of, and will be
binding upon,  landlord's  successors and assigns.  This lease will inure to the
benefit of, and will be binding  upon,  the tenant's  successors  and assigns so
long as the succession or assignment is permitted by paragraph 10.
<PAGE>
     Landlord and tenant have  executed  this lease as of the first date in this
lease.

                             LANDLORD:

                             JUSTUS REALTY LIMITED PARTNERSHIP

                             By:      Justus Real Property Management, Inc.,
                                      its sole general partner
ATTEST:

                             By:_______________________________________________
                                ____________________________, President


                             TENANT:

                             ACCELERATED BUREAU OF COLLECTIONS, INC.
ATTEST:


                             By:_______________________________________________


STATE OF COLORADO          )
                           )        ss.
COUNTY OF ARAPAHOE         )

     The foregoing  instrument  was  acknowledged  before me on May 30, 1997, by
__________________,   as   ________________  of   _________________________,   a
______________________.

     Witness my hand and official seal.


                             ---------------------------------------
                             Notary Public

     My commission expires:________________________________



STATE OF COLORADO          )
                           )        ss.
COUNTY OF ARAPAHOE         )

     The foregoing  instrument  was  acknowledged  before me on May 30, 1997, by
__________________,   as   ________________  of   _________________________,   a
______________________.

     Witness my hand and official seal.


                             ---------------------------------------
                             Notary Public

     My commission expires:________________________________
<PAGE>




                                    EXHIBIT A
                                    TO LEASE


                          LEGAL DESCRIPTION OF PREMISES


                              [INSERT DESCRIPTION]