<PAGE>
                                                                   Exhibit 10.16


                           WOODMEN OFFICE CAMPUS II

                               7450 CAMPUS DRIVE
                      COLORADO SPRINGS, COLORADO   80920



                                 OFFICE LEASE



                                    BETWEEN



                       WOODMEN OFFICE CAMPUS II JV LLC,
                     A COLORADO LIMITED LIABILITY COMPANY
                           (LANDLORD AND/OR LESSOR)


                                      AND


                         OPTIKA IMAGING SYSTEMS, INC.,
                            A DELAWARE CORPORATION
                            (TENANT AND/OR LESSEE)



                           DATE: SEPTEMBER 30, 1996
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<S>        <C>                                                              <C>
SUMMARY OF BASIC LEASE TERMS................................................  1

BASIC LEASE TERMS...........................................................  4
           1.  PREMISES
               1.1  Grant of Premises.......................................  4
               1.2  Office Building.........................................  4
               1.3  Construction by Landlord................................  4
           2.  TERM.........................................................  4
               2.1  Basic Term..............................................  4
               2.2  Early Possession........................................  5
           3.  RENT.........................................................  5
               3.1  Rent....................................................  5
               3.2  Base Rent...............................................  5
               3.3  Operating Expenses......................................  5
               3.4  Place of Payments.......................................  5
               3.5  Base Rent Adjustments...................................  5
                 3.5.1  Adjustments for C.P.I...............................  5
               3.6  Interest on Unpaid Sums.................................  5
          4.  SECURITY DEPOSIT AND CONDITION OF LEASED
              PREMISES......................................................  5
               4.1  Condition of Leased Premises............................  5
          5.  USE...........................................................  6
               5.1  Permitted Use...........................................  6
               5.2  Tenant's Compliance with Laws...........................  6
               5.3  Landlord's Compliance with Laws.........................  6
               5.4  Insurance Cancellation..................................  7
               5.5  Landlord's Rules and Regulations........................  7
          6.  OPERATING EXPENSES............................................  7
               6.1  Tenant's Obligations....................................  7
               6.2  Definition of Operating Expenses........................  7
                 6.2.1  Taxes and Other Government Obligations..............  8
                 6.2.2  Insurance Costs.....................................  8
                 6.2.3  Heating, Ventilating & Air
                        Conditioning Costs..................................  8
                 6.2.4  Utility & Janitorial Costs..........................  8
                 6.2.5  Cost of Professionals...............................  8
                 6.2.6  Operations, Maintenance & Repair....................  8
                 6.2.7  Requirements of Government Entities.................  9
               6.3 Operating Expenses Exclusion.............................  9
               6.4  Time of Payment......................................... 10
               6.5  Re-estimations.......................................... 10
               6.6  Annual Adjustments...................................... 10
               6.7  Audit Right............................................. 11
          7.  UTILITIES AND SERVICES........................................ 11
               7.1  Utilities Provided...................................... 11
               7.2  Electric Service........................................ 11
               7.3  Heating, Ventilation and Air Conditioning
                    of Service.............................................. 12
               7.4  Normal Operating Hours and Extended Hours............... 12
               7.5  Interruption of Services................................ 12
          8.  MAINTENANCE, REPAIRS AND ALTERATIONS.......................... 12
               8.1  Landlord's Obligations.................................. 12
               8.2  Tenant's Obligations.................................... 12
               8.3  Notification to Landlord................................ 13
               8.4  Surrender of Leased Premises............................ 13

</TABLE>
<PAGE>

<TABLE>
          <C>  <S>                                                          <C>
           9.  ALTERATIONS AND ADDITIONS.................................... 13
               9.1  Landlord's Consent Required............................. 13
               9.2  Payment for Work........................................ 14
               9.3  Signage................................................. 14
          10. INSURANCE..................................................... 14
              10.1  Tenant's Insurance...................................... 14
              10.2  Landlord's Insurance.................................... 15
              10.3  Waiver of Subrogation................................... 15
          11. INDEMNITY..................................................... 15
              11.1  Indemnification of Landlord............................. 15
              11.2  Indemnification of Other Tenants........................ 16
              11.3  Indemnification of Landlord............................. 16
              11.4  Landlord's Liability.................................... 16
              11.5  Americans with Disabilities Act ("ADA")................. 16
          12. CASUALTY AND RECONSTRUCTION................................... 17
              12.1  Short-Term Repairs...................................... 17
              12.1  Long-Term Repairs....................................... 17
              12.2  Casualty in Last Year of Lease.......................... 17
          13. TENANT TAXES.................................................. 17
              13.1  Personal Property....................................... 17
              13.2  Increase in Taxes....................................... 17
         14.  COMMON AREAS.................................................. 17
              14.1  Definition.............................................. 17
              14.2  Maintenance............................................. 18
              14.3  Tenant's Rights and Obligations......................... 18
              14.4  Changes to Common Areas................................. 18
          15. SUBLETTING AND ASSIGNMENT..................................... 18
          16. TENANT'S DEFAULT.............................................. 20
              16.1  Default................................................. 20
              16.2  Remedies................................................ 20
                16.2.1  Termination of Lease................................ 20
                16.2.2  Repossession without Termination.................... 21
              16.3  Late Charges............................................ 21
              16.4  Cumulative Remedies..................................... 21
              16.5  No Waiver............................................... 21
              16.6  Bankruptcy.............................................. 22
          17. LANDLORD'S DEFAULT............................................ 22
              17.1  Notice of Landlord...................................... 22
              17.2  Notice to Mortgagee..................................... 22
              17.3  Limitation of Landlord's Liability...................... 22
          18. CONDEMNATION.................................................. 22
              18.1  Effect of Taking........................................ 22
              18.2  Rents Reduction......................................... 23
              18.3  Awards.................................................. 23
          19. SUBORDINATION AND ATTORNMENT.................................. 23
              19.1  Subordination........................................... 23
              19.2  Attornment-Non-Disturbance.............................. 23
          20. QUIET ENJOYMENT............................................... 23
              20.1  Covenant of Quiet Enjoyment............................. 23
          21. EXTENDED TIME DUE TO DELAY.................................... 23
          22. GENERAL PROVISIONS............................................ 24
              22.1  Estoppel Certificates................................... 24
              22.2  Transfer of Landlord's Interest......................... 24
              22.3  Captions................................................ 24
              22.4  Time of Essence......................................... 24
              22.5  Severability............................................ 24
</TABLE>
<PAGE>

<TABLE>
              <C>    <S>                                                    <C>
              22.6   Modifications for Mortgage............................. 24
              22.7   Entire Agreement....................................... 24
              22.8   Recording.............................................. 24
              22.9   Area Determination..................................... 24
              22.10  Binding Effect:  Choice of Law......................... 25
              22.11  Holding Over: Payments After Termination............... 25
              22.12  Entry by Landlord...................................... 25
              22.13  Authority.............................................. 25
              22.14  Notices................................................ 25
              22.15  Brokerage Clause....................................... 26
              22.16  Bankruptcy............................................. 26
                 22.16.1  Net Worth Capability.............................. 26
                 22.16.2  Agreement to be Bound............................. 26
                 22.16.3  Adequate Assurances & Cure........................ 26
              22.17  Parking................................................ 26
              22.18  Lease Subject to Approval of Mortgagee................. 26
              22.19  Financial Statements................................... 27
              22.20  Relationship of the Parties............................ 27
              22.21  Counterparts........................................... 27
         23.  HAZARDOUS WASTE............................................... 27
              23.1   Hazardous Waste........................................ 27
</TABLE>

              Exhibit "A" - Legal Description of the Property
              Exhibit "B" - The Leased Premises
              Exhibit "C" - Work Letter
              Exhibit "D" - Rules and Regulations
              Exhibit "E" - Commencement of Lease Term and Estoppel Certificate
              Exhibit "F" - Agreement for Parking
              Exhibit "G" - Agreement for Signage
              Exhibit "H" - Right of First Refusal
              Exhibit "I" - Assignment and Assumption of Lease Form
              Exhibit "J" - Letter of Credit Form
<PAGE>

                        WOODMEN OFFICE CAMPUS II LEASE

THIS LEASE is dated for reference purposes only SEPTEMBER 30, 1996, and is made
by and between WOODMEN OFFICE CAMPUS II JV LLC, A COLORADO LIMITED LIABILITY
COMPANY (hereinafter referred to as "Landlord") and OPTIKA IMAGING SYSTEMS,
INC., A DELAWARE CORPORATION (hereinafter referred to as "Tenant").

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

For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Tenant, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the Premises herein
described for the Lease Term as defined below, at the rental and subject to and
upon all of the terms, covenants and agreements hereinafter set forth.

SUMMARY OF BASIC LEASE TERMS
----------------------------
A.  LANDLORD:              WOODMEN OFFICE CAMPUS II JV LLC

B.  TENANT:                OPTIKA IMAGING SYSTEMS, INC., a Delaware
                           corporation.

C.  BUILDING:              WOODMEN OFFICE CAMPUS II, located at 7450 Campus
                           Drive, Colorado Springs, Colorado, more particularly
                           described on Exhibit "A" attached hereto and
                           incorporated herein by this reference (sometimes
                           referred to as the "Building")

D.  LEASED PREMISES:       Crosshatched on Exhibit "B", containing approximately
                           38,869 square feet of Rentable Area, as determined by
                           Landlord's architect pursuant to current BOMA
                           standards on the second (2nd) floor of the Building.

E.  LEASE TERM:            Ten (10) years and seventeen (17) days, commencing on
                           March 15, 1997 and ending on March 31, 2007.

F.  SECURITY DEPOSIT:      Two Hundred Twenty Thousand and 00/100  U.S.
                           Dollars ($220,000.00).

G.  BASE RENT (NNN):       Five Million, Seven Hundred Ninety-Three
                           Thousand,\Twenty-Five, and 39/100 U.S. Dollars
                           ($5,793,025.39) payable in monthly installments with
                           each such payment due on the first day of the month
                           for which such payment or partial payment is due
                           pursuant to the following schedule (Monthly base rent
                           and annualized base rent have been calculated
                           pursuant to Base Rent (NNN) multiplied by 38,869 rsf.

                                       1
<PAGE>

<TABLE>
<CAPTION>

BASE RENT PAYMENT SCHEDULE:
=================================================================================================
                                          BASE RENTAL
                     ANTICIPATED          RATE/RSF/YR       *MONTHLY       *TOTAL BASE RENT
 TIME PERIOD            DATES             FOR PERIOD        BASE RENT       FOR TIME PERIOD
-------------------------------------------------------------------------------------------------
<S>               <C>                       <C>            <C>                <C>

   17 Days        3/15/97 - 3/31/97         $13.00         $42,108.08         $ 23,091.53
-------------------------------------------------------------------------------------------------
    Year 1        4/1/97 - 3/31/98          $13.00         $42,108.08         $505,296.96
-------------------------------------------------------------------------------------------------
    Year 2        4/1/98 - 3/31/99          $13.39         $43,371.33         $520,455.96
-------------------------------------------------------------------------------------------------
    Year 3        4/1/99 - 3/31/00          $13.79         $44,666.96         $536,003.52
-------------------------------------------------------------------------------------------------
    Year 4        4/1/00 - 3/31/01          $14.21         $46,027.37         $552,328.44
-------------------------------------------------------------------------------------------------
    Year 5        4/1/01 - 3/31/02          $14.63         $47,387.79         $568,653.48
                    Dec 31, 20012
-------------------------------------------------------------------------------------------------
    Year 6        4/1/02 - 3/31/03          $15.07         $48,812.99         $585,755.88
                    Dec 31, 2002
-------------------------------------------------------------------------------------------------
    Year 7        4/1/03 - 3/31/04          $15.52         $50,270.57         $603,246.84
-------------------------------------------------------------------------------------------------
    Year 8        4/1/04 - 3/31/05          $15.99         $51,792.94         $621,515.28
-------------------------------------------------------------------------------------------------
    Year 9        4/1/05 - 3/31/06          $16.47         $53,347.70         $640,172.40
-------------------------------------------------------------------------------------------------
    Year 10       4/1/06 - 3/31/07          $16.96         $54,934.85         $659,218.20
=================================================================================================
</TABLE>

H.  TENANT'S PERCENTAGE
    SHARE OF TOTAL RENT-
    ABLE AREA IN THE BLDG:    50.02% which has been calculated by dividing the
                              total rentable area leased to tenant under this
                              lease (38,869 square feet) divided by the total
                              rentable area of the Building (77,409 square
                              feet). Absent further written agreement between
                              the parties, the Tenant's Percentage Share (for
                              the entire Leased Premises) of Fifty and 02/100
                              Percent (50.02%) shall be considered an agreed
                              percentage, and shall not be subject to unilateral
                              challenge by one of the parties for any reason,
                              including, without limitation, remeasuring of the
                              Leased Premises or Building, or a restructuring of
                              any portion of the interior of the Building
                              (within the exterior Building envelope as it is
                              drawn at the execution hereof). Tenant's
                              Percentage Share may change if the total Building
                              envelope is enlarged or reduced through eminent
                              domain or casualty.

I.  TENANTS SHARE  OF
    OPERATING EXPENSES:       An amount equal to the Tenant's Percentage Share
                              of the total rentable area in the Building, as
                              defined in H above, multiplied by the total
                              operating expenses of the Building during the
                              applicable calendar year.

J.  AMOUNT OF REQUIRED
    LIABILITY INSURANCE:      Two million dollars ($2,000,000.00).

K.  ADDRESSES FOR NOTICES
    AND PAYMENT OF RENT
    AND CHARGES:

            TO LANDLORD:      Woodmen Office Campus II JV LLC
                              455 Sherman Street, Suite 140
                              Denver, Colorado 80203

                                       2
<PAGE>

            TO TENANT:        Post Commencement Date
                              ----------------------
                              Optika Imaging Systems, Inc.
                              7450 Campus Drive, Suite 200
                              Colorado Springs, Colorado   80920

                              Pre-Commencement Date
                              ---------------------
                              Optika Imaging Systems, Inc.
                              5755 Mark Dabling Boulevard, Suite 100
                              Colorado Springs, Colorado   80919

L.  USE OF LEASED
    PREMISES:                 Tenant shall be permitted to use and occupy the
                              property for general office administration,
                              product development, customer sales and support
                              training and for no other purpose ("Tenant's Use")
                              without the prior written consent of Landlord,
                              which consent shall not be unreasonably withheld.

M.  BROKER:                   OLIVE REAL ESTATE GROUP, INC.
                              As "Transaction Broker"
                              102 North Cascade Avenue, Suite 250
                              Colorado Springs, Colorado 80903

                                       3
<PAGE>

                               BASIC LEASE TERMS

1.   PREMISES.

     1.1  GRANT OF PREMISES.  Landlord hereby leases to Tenant and Tenant hereby
          -----------------
     leases from Landlord the Leased Premises situated in the City of Colorado
     Springs, Colorado, described in paragraph D of the Summary of Basic Lease
     Terms and more particularly described as the crosshatched portion of
     Exhibit "B".

     1.2  OFFICE BUILDING.  The Leased Premises, together with and including
          ---------------
     other property owned by Landlord, comprise a multi-story office building
     (hereinafter referred to as the "Building"). A general floor plan, showing
     the size and location of the Leased Premises within the Building, is
     attached hereto as Exhibit "B". Landlord shall not, of its own volition,
     materially increase or decrease the rentable area of the Building without
     Tenant's consent, which consent shall not be unreasonably withheld,
     conditioned or delayed. Tenant's use and occupancy of the Leased Premises
     shall include the use, in common with others, of the Common Areas described
     in Article 14, but excepting therefrom and reserving unto Landlord the
     exterior faces of all exterior walls, the roof and the right to install,
     use and maintain where necessary in the Leased Premises all pipes,
     ductwork, conduits and utility lines through hung ceiling space,
     partitions, beneath the floor or through other parts of Leased Premises.
     Landlord reserves the right to effect such other tenancies in the Building
     as Landlord may elect.

     1.3  CONSTRUCTION BY LANDLORD.   The obligations of Landlord to perform
          ------------------------
     the work and supply materials and labor to prepare the Leased Premises for
     occupancy are set forth in Exhibit "C". Landlord shall expend all funds and
     do all acts required of it to perform the work set forth in Exhibit "C" and
     shall have the work performed promptly and diligently in a first-class
     workmanlike manner. Landlord shall use its best reasonable efforts to
     deliver Substantial Completion of the Premises as set forth in Exhibit "C"
     by March 15, 1997. If Substantial Completion of the Premises is not
     delivered within three (3) months of the aforementioned date, as extended
     by any Tenant Caused Delay as defined in Exhibit "C", then Tenant may
     terminate this lease and upon such termination, each party hereto shall be
     released from all liability to the other party, and Landlord shall promptly
     return to Tenant any Security Deposit which Tenant has paid to Landlord.

2.   TERM.

     2.1  BASIC TERM.  The term of this Lease shall be for the period of ten
          ----------
     (10) years and seventeen (17) days, commencing and ending on the dates set
     forth in paragraph E of the Summary of Basic Lease Terms; provided,
     however, if the Leased Premises are not "Ready for Occupancy" as
     hereinafter defined, on the date the term hereof is to commence (March 15,
     1997), the commencement date of the Lease shall be delayed until the Leased
     Premises are Ready for Occupancy. If the Premises are not Ready for
     Occupancy within three (3) months after March 15, 1997, and Tenant does not
     elect to terminate this lease as provided in Section 1.3, then the
     expiration date of this Lease shall be extended by the period of delay. The
     deferral of Tenants rental obligation shall be in full satisfaction of any
     and all rights which Tenant might otherwise have as a result of the delay
     of the commencement date of the Lease Term subject to the provisions
     of Article 24.4. "Ready for Occupancy" as used herein shall mean the
     ---------------
     date that Landlord shall have (a) performed the work required to complete
     the Base Building as defined in Exhibit "C", (b) delivered Substantial
     Completion of the Leased Premises, in compliance with all applicable laws,
     statutes, codes, rules and regulations (collectively, "Laws"); (c) provided
     heating, ventilating, air conditioning ("HVAC"), plumbing, life safety,
     mechanical and/or electrical systems (collectively, "Building Systems"),
     operational to the extent necessary to service the Leased Premises; and (d)
     provided Tenant with the number of parking spaces to which it is entitled
     under this Lease. If the commencement of the Lease Term is delayed and
     occurs on other than the first day of the month, Tenant shall pay
     proportionate rent at the same monthly rate set forth here for the first
     month of the Lease Term and the Lease Term shall be extended by the number
     of days in such partial month so that the Lease Term will end on the last
     day of the One Hundred and Twentieth (120th) calendar month after the date
     on which the Leased Premises are Ready for Occupancy unless sooner
     terminated as herein provided. As soon as the Lease Term

                                       4
<PAGE>

     commences, Landlord and Tenant shall execute an addendum to this Lease
     setting forth the exact date on which the Lease Term commenced and the
     expiration date of the Lease Term.

     2.2  EARLY POSSESSION.  If, prior to commencement of the term of the Lease,
          ----------------
     Tenant uses or occupies the Leased Premises or any part thereof with
     Landlord's prior written consent, for the purpose of completing alterations
     or installation of cabling and/or office furniture systems in the Leased
     Premises, Tenant agrees to observe and perform all the provisions of this
     Lease except those which require payment of rent; provided, however, if
     Tenant commences business in any part of the Leased Premises prior to
     commencement of the term, Tenant shall pay Landlord on Rent for each day of
     such use or occupancy prior to commencement of the term, calculated on the
     basis of the per diem rental and all other sums which would be due to
     Landlord from Tenant if the term had commenced, including Tenant's Share of
     annual Operating Expense. Landlord and Tenant hereby agree that if the
     construction of the space is complete and the Leased Premises are ready for
     Tenant's conduct of business, then Tenant may occupy the Leased Premises as
     early as March 15, 1997, for its own preparation of the Leased Premises and
     for the conduct of business. Tenant agrees to perform all the provisions of
     this Lease including those which require payment of rent.

3.   RENT.

     3.1  RENT.  Rent shall mean Base Rent (as defined below), Operating
          ----
     Expenses (as defined below), and all other sums due under this Lease. One
     month's Rent ($56,683.96 = The sum of $13.50/r.s.f./yr. Base Rent plus
     $4.50/r.s.f./yr. estimated Operating Expense multiplied times 38,869 r.s.f.
     and divided by 12 months) shall be payable upon the execution of this Lease
     and shall be applied to the Rent due for the period from the Commencement
     Date until the first day of the next calendar month, with the excess, if
     any, being credited toward such next month's Rent, and the balance of such
     next month's Rent shall be due on the first day of such month. Thereafter,
     Rent shall be payable in lawful money of the United States in advance on
     the first day of each calendar month during the lease term, without any
     deduction, prior notice, demand or offset whatsoever subject to any
     specific provisions to the contrary herein.

     3.2  BASE RENT.  Tenant agrees to pay to Landlord, promptly when due,
          ---------
     without notice or demand and without deduction or set off for any reason
     whatsoever, except as otherwise provided herein, as rent for the Leased
     Premises, the Base Rent set forth in paragraph G of the Summary of Basic
     Lease Terms for each and every month during the term hereof. The Base Rent
     and Tenant's Percentage Share of estimated Operating Expenses, as hereafter
     described, shall be payable in advance on the first day of each calendar
     month during the term.

     3.3  OPERATING EXPENSES.  In addition to Base Rent, Tenant agrees to pay
          ------------------
     additional rent equal to its Percentage Share of Operating Expenses as
     provided in Article 6 hereof.

     3.4  PLACE OF PAYMENT.  All rent payable hereunder, as well as all other
          ----------------
     amounts payable by Tenant to Landlord under the terms of this Lease, shall
     be paid at the office of Landlord set forth in paragraph K of the Summary
     of Basic Lease Terms, or at such other place as Landlord may from time to
     time designate, by written notice to Tenant, in lawful money of the United
     States.

     3.5  BASE RENT ADJUSTMENTS.
          ---------------------
          3.5.1  ADJUSTMENTS FOR C.P.I.  There shall be no adjustment to the
                 ---------------------
          rent except as set forth in paragraph G of the Summary of Basic Lease
          Terms.

     3.6  INTEREST ON UNPAID SUM.  If rent, or any other monetary sum required
          ----------------------
     to be paid hereunder by Tenant to Landlord, is not paid when due, such sum
     shall accrue interest at the rate of three percent (3%) per annum above the
     prime rate charged by First Interstate Bank of Denver to its largest
     business customers on an unsecured basis ("Prime Rate") as of the date such
     default occurred. Said interest shall be charged from the date the amount
     in question was due until received by Landlord.

4.   SECURITY DEPOSIT AND CONDITION OF LEASED PREMISES.

     4.1  SECURITY DEPOSIT.  Concurrently with Tenant's execution of this Lease,
          ----------------
     Tenant shall deposit

                                       5
<PAGE>

     with Landlord the sum set forth in paragraph F, of the Summary of Basic
     Lease Terms, to be held by Landlord as security for the faithful
     performance of every provision of this Lease, including but not limited to
     the provisions relating to the payment of Base Rent, and other amounts due
     hereunder. Landlord may (but shall not be required to) use, apply or retain
     all or any part of this Security Deposit for the payment of rent or any
     other sum in default, or for the payment of any amount which Landlord may
     spend or become obligated to spend by reason of Tenant's default or to
     compensate Landlord for any other loss or damage which Landlord may suffer
     by reason of Tenant's default. If any portion of said deposit is to be used
     or applied, Tenant shall, within ten (10) days after written demand
     therefor, deposit cash with Landlord in an amount sufficient to restore the
     Security Deposit to the amount set forth in paragraph F of the Summary of
     Basic Lease Terms, and Tenant's failure to do so shall be deemed a default
     by Tenant under this Lease. If Tenant shall fully and faithfully perform
     every provision of this Lease to be performed by Tenant, the security
     deposit, or any balance thereof, shall be returned to Tenant (or Tenant's
     assignee) at the expiration of the term and after Tenant has vacated the
     Leased Premises; however, in no event shall Landlord be under any
     obligation to return said deposit earlier than thirty (30) days after the
     expiration of the term but Landlord shall be under an obligation to return
     the deposit within sixty (60) days after the expiration of the Term. Tenant
     hereby agrees that in the event any mortgagee of the Building succeeds to
     Landlord's interest in the Building by reason of foreclosure or deed in
     lieu thereof, unless funds representing the security deposit are delivered
     by Landlord to such mortgagee, Tenant shall have no claim against such
     mortgagee for any deposit.

     4.2  LETTER OF CREDIT.  In place of cash, Tenant may, at its option,
          ----------------
     obtain and deliver to Landlord before the Commencement Date and keep open
     for the entire term of this Lease, including any renewal, extension and
     holdover periods, an irrevocable and divisible Letter of Credit in the
     amount set forth under paragraph F of the Summary of Basic Lease Terms,
     naming Landlord as beneficiary and drawn on a bank reasonably approved by
     Landlord and confirmed by Landlord's bank. Except for the name and address
     of the banks involved, the Letter of Credit to be opened by Tenant shall be
     in the form and wording as the Letter of Credit attached as Exhibit "J" and
     incorporated herein by this reference (the "Security Deposit Letter of
     Credit"). The Security Deposit Letter of Credit may be drawn upon in whole
     or in part by Landlord upon demand by written draft and a notarized
     statement signed by Landlord or its authorized agent, that it is entitled
     to draw upon the security deposit under the terms of this Lease. There
     shall be no other conditions to drawing upon the Security Deposit Letter of
     Credit. By delivering such demand draft to the bank issuing or confirming
     the Security Deposit Letter of Credit, Landlord warrants that it has a
     right to draw against the security deposit under the terms of this Lease.
     Landlord shall have a right to draw upon the Security Deposit Letter of
     Credit and convert the Security Deposit Letter of Credit to a cash security
     deposit upon any default under this Lease, or upon the occurrence of any
     event under this Lease which would give rise to Landlord's right to draw
     against the cash security deposit described above, or if the Security
     Deposit Letter of Credit is not renewed before, and evidence thereof
     provide to Landlord no later than thirty (30) days prior to the maturity
     date (and each successive maturity date) of the Security Deposit Letter of
     Credit. This Security Deposit Letter of Credit shall remain in place and be
     renewed or replaced if necessary for the entire term of this Lease.
     Landlord agrees that if it has not drawn on the Security Deposit Letter of
     Credit to satisfy obligations under this Lease, Landlord will release the
     Security Deposit Letter of Credit upon the Expiration of one (1) month
     after the end of the original term demised under this Lease.

     4.3  CONDITION OF LEASED PREMISES. Tenant hereby agrees that by taking
          ----------------------------
     possession of the Leased

                                       6
<PAGE>

     Premises it is acknowledging that the Leased Premises are accepted and in a
     clean and good operating condition on the date of possession, subject to
     punch-list items and latent defects, if any. Landlord represents and
     warrants to Tenant, as of the Commencement Date, that (i) the Leased
     Premises shall be in compliance with all applicable municipal, county,
     state and federal statutes, laws and ordinances relating to the
     construction, condition and occupancy of the Leased Premises, but
     specifically excluding zoning ordinances, and regulations governing and
     relating to the Tenant's use of the Leased Premises; and (ii) the Leased
     Premises are in good condition and repair.

5.   USE.

     5.1  PERMITTED USE.  Tenant shall use the Leased Premises solely for
          -------------
     Tenant's Use as set forth in paragraph L of the Basic Lease Terms and shall
     not permit the Leased Premises to be used for any other purpose.

     5.2  TENANT'S COMPLIANCE WITH LAW.  Tenant shall not use the Leased
          ----------------------------
     Premises or permit anything to be done in or about the Leased Premises
     which will in any way conflict with any law, statute, ordinance or
     governmental rule or regulation now in force or which may hereafter be
     enacted or promulgated. Tenant shall at its sole cost and expense promptly
     comply with all laws, statutes, ordinances and governmental rules,
     regulations and requirements now in force or which may hereafter be in
     force and with the reasonable requirements of any insurer, underwriter or
     other similar entity now or hereafter relating to or affecting the use of
     occupancy of the Leased Premises by Tenant unless such law, statute,
     ordinance or governmental rule, regulation or requirement is generally
     applicable to all like kind properties within the jurisdiction thereof and
     requires a physical improvement to the Building, in which event Landlord
     shall perform any such physical improvement and the cost thereof shall be
     amortized at a market rate over the useful life of such improvement, as
     reasonably calculated and determined by Landlord, and included within
     Operating Expenses. Tenant shall at its sole cost and expense promptly
     comply with all applicable laws, statutes, ordinances, rules, regulations,
     orders and requirements in effect during the term regulating the use or
     occupancy of the Leased Premises, including the requirements of any board
     of fire underwriters or other similar body now or hereafter constituted;
     provided, however, Tenant shall not be required to pay for (through
     Operating Expenses or otherwise) or make any structural changes or capital
     expenditures in or on the Leased Premises in order to comply with any
     applicable law, statute, ordinance or governmental rule, regulation or
     requirement which was in effect on the Commencement Date hereof unless the
     charges or expenditures are required by Tenant's particular use of the
     Leased Premises. Tenant will not use or permit the use of the Leased
     Premises in any manner which may tend to create waste or a nuisance, or
     which may materially interfere with the rights of other tenants of the
     Building or injure or annoy them. Tenant shall neither install nor permit
     the installation or use of any vending machines dispensing food items,
     including but not limited to candy, soft drinks, sandwiches, fruit or bag
     foods, upon the Leased Premises, except for the exclusive use of its
     employees and clients, without the prior written consent of Landlord.
     Tenant will have the right to contest any law, statute, ordinance or
     governmental rule or regulation with which it is obligated to comply by
     appropriate proceedings diligently pursued in good faith, and, so long as
     neither Landlord nor the Leased Premises, Tenant's interest in the
     Leasehold, the Building or the real property are subject to or threatened
     with any criminal liability, or civil liability against which Tenant does
     not agree to indemnify it and so long as Tenant's financial net worth is
     equal to at least three (3) times the total amount of any threatened
     liability, lien or lis pendens, Tenant may defer compliance until the
     resolution of its contest. Landlord will cooperate reasonably with Tenant's
     contest at no cost to Landlord. Tenant shall be solely responsible for
     compliance with the provisions of the Americans with Disabilities Act as it
     applies to Tenant's particular use of the Leased Premises. Landlord makes
     no warranty express or implied that Tenant's intended use of the Leased
     Premises is suitable or allowable under any applicable governmental code,
     statute or regulation.

     5.3 LANDLORD'S COMPLIANCE WITH LAW.  Landlord represents and warrants to
         ------------------------------
     Tenant, with regard to the Leased Premises, on the date that the Leased
     Premises are Ready for Occupancy and

                                       7
<PAGE>

     delivered to Tenant (but without regard to the use for which Tenant will
     use the Leased Premises), to the best of Landlord's knowledge and belief,
     such portion of the Leased Premises does not violate any covenants,
     conditions or restrictions which affect or encumber the Leased Premises
     whether or not of record, or any applicable building code, regulation or
     ordinance then in effect. Landlord further represents and warrants that, to
     the best of Landlord's knowledge and belief, the Building, foundation,
     walls, floors and roof are structurally sound and the plumbing, lighting
     and mechanical systems and equipment (including heating, ventilation and
     air conditioning) servicing the Leased Premises shall be in good operating
     condition on the date the Leased Premises are Ready for Occupancy. Without
     limiting the foregoing, Landlord further represents and warrants to Tenant
     that the Leased Premises (but without regard to the specific use to be made
     of the Leased Premises by Tenant), and the common areas in the Building, in
     their respective conditions existing on the Commencement Date of this
     Lease, comply with the requirements of Title III of the Americans With
     Disabilities Act (42 U.S.C.A. (S)12101 et seq.) (the "ADA"); provided
     Landlord has no obligation to have any common areas in the Building on
     floors other than those on which the Leased Premises are located comply
     until such floors are to be fully occupied by other lessees. If it is
     determined that these representations and warranties are untrue, then it
     shall be the obligation of Landlord, after written notice from Tenant, to
     rectify any such violation promptly at no cost to Tenant. Landlord will
     have the right to contest any law, statute, ordinance or governmental rule
     or regulation with which it is obligated to comply by appropriate
     proceedings diligently pursued in good faith, and, so long as neither
     Tenant nor the Leased Premises, or Tenant's interest in the Leasehold are
     subject to or threatened with any criminal liability, or civil liability
     against which Landlord does not agree to indemnify it and so long as
     Landlord's financial net worth is equal to at least three (3) times the
     total amount of threatened liability, Landlord may defer compliance until
     the resolution of its contest. Tenant will cooperate reasonably with
     Landlord's contest at no cost to Tenant.

     5.4  INSURANCE CANCELLATION.  Tenant shall not do or permit anything to
          ----------------------
     be done on or about the Leased Premises which may in any way cause
     cancellation or increase the existing rate of any insurance policy covering
     the Building or any of its contents or cause cancellation of any such
     insurance policy. If any such action shall increase the rate of any such
     policy, Tenant shall pay the amount of such increase, as additional rent.

     5.5  LANDLORD'S RULES AND REGULATIONS.  Tenant shall observe and comply
          --------------------------------
     with the Building rules and regulations which may be promulgated from time
     to time and such reasonable amendments and additions thereto as Landlord
     may from time to time promulgate on a non-discriminatory basis. Landlord
     shall not be responsible to Tenant for the non-performance of said rules
     and regulations by any other tenants of the Building. Landlord shall be
     under a duty to enforce Landlord's rules and regulations in a uniform
     manner.

6.   OPERATING EXPENSES.

     6.1  TENANT'S OBLIGATIONS.  In addition to the Base Rent provided for
          --------------------
     hereinabove, Tenant shall pay to Landlord an amount for Operating Expenses
     equal to the Tenant's Percentage Share (as set forth in paragraph H of the
     Basic Lease Terms) multiplied by the Building Operating Expenses during any
     calendar year during the term hereof calculated on an accrual basis. If the
     commencement date of this Lease is other than the first day of a calendar
     year, during the first and last calendar years of the Lease, Tenant will
     pay a proportion of Operating Expenses based upon the number of days in
     which the Lease was in effect, during such first and last calendar years of
     the Lease.

     6.2  DEFINITION OF OPERATING EXPENSES.  Operating Expenses are intended
          --------------------------------
     to be inclusive of all reasonable, actual and necessary costs of operating
     and maintaining the Building and the real property on which it is situated
     in a first class manner. Landlord agrees to make reasonable efforts to
     minimize costs insofar as such efforts are not inconsistent with Landlord's
     intent to operate and maintain the Building in a first class manner.
     Landlord reserves the right to meter separately any tenant that causes the
     Landlord to incur above average or abnormal Operating Expenses and
     Landlord, in good faith but in its sole discretion, shall determine what is
     "above average" or "abnormal". Operating Expenses shall be directly
     attributable to the operation, maintenance,

                                       8
<PAGE>

     management and repair of the Building and the real property on which it is
     situated as determined under generally accepted accounting principles
     ("GAAP"), consistently applied, for the applicable period, except for any
     specific deviations from GAAP set forth herein, for which the terms of this
     Lease shall control. Operating Expenses shall include, but shall not be
     limited, subject to the Operating Expense Exclusions under Article 6.3
     herein, to the following:

          6.2.1  TAXES AND OTHER GOVERNMENT OBLIGATIONS.  All taxes,
                 --------------------------------------
          assessments, water and sewer rents, and other governmental impositions
          and charges whatsoever which may create a statutory lien upon the
          Leased Premises or the Building, which are assessed, levied or imposed
          during the term of this Lease, surcharges levied upon or assessed
          against parking spaces or areas, and any tax, levy or license fee
          measured by the rent payable by Tenant under this Lease which may be
          in lieu of or in addition to current taxes (except Landlord's net
          income taxes) or any obligation to any governmental entity assessed
          upon Landlord as a result of its ownership operation or use of the
          Building and all costs and expenses incurred by Landlord in contesting
          or negotiating the same with governmental authority if Landlord, in
          its reasonable discretion, elects to contest or negotiate the same.
          Landlord shall cause any real estate taxes which may be evidenced by
          improvement or other bonds or which may be paid in annual or other
          periodic installments to be paid in installments over the maximum
          period provided by law.

          6.2.2  INSURANCE COSTS.  All costs and expenses to Landlord in
                 ---------------
          maintaining the insurance, including the part of any claim required to
          be paid under the deductible portion of any insurance policies carried
          by Landlord in connection with the Building, as described under
          Article 10.2 herein.

          6.2.3  HEATING, VENTILATING & AIR CONDITIONING COSTS.  All costs and
                 ---------------------------------------------
          expenses of repairing, including major replacements, the cost for
          which shall be amortized over their projected useful life as
          reasonably determined and calculated by Landlord; operating and
          maintaining the heating, ventilating and air conditioning system for
          the Building, including maintenance contracts therefor and the cost of
          all utilities required in the operation of such systems, except those
          required to be paid directly by tenants of the Building.

          6.2.4  UTILITY & JANITORIAL COSTS.  All costs and expenses to
                 --------------------------
          Landlord in providing standard services and utilities to tenants of
          the Building, including office janitorial services, window washing and
          utilities not separately metered; together with the cost of
          replacement of electric light bulbs and fluorescent tubes and
          ballasts, which Landlord shall have the exclusive right to provide and
          install. Tenant shall have the right but not the obligation to provide
          its own janitorial service for the Leased Premises and in the event
          Tenant elects to provide its own janitorial service, Tenant shall
          provide Landlord written notice of its intent to provide its own
          janitorial service, and Landlord shall notify Tenant in writing of the
          date of expiration of Landlord's current janitorial contract, and
          Tenant may commence providing its own janitorial service on the day
          following such expiration, and Landlord shall not include janitorial
          service costs in Tenant's Percentage Share of Operating Expenses for
          the period Tenant provides it own janitorial service pursuant to the
          terms hereunder.

          6.2.5  COST OF PROFESSIONALS.  Cost incurred for accountants,
                 ---------------------
          attorneys and other experts or other consultants to assist such
          professionals in making the computations required hereunder and
          rendering professional services.

          6.2.6  OPERATIONS, MAINTENANCE & REPAIR.  All costs and expenses
                 --------------------------------
          incurred by Landlord in operating, managing, maintaining and repairing
          the Building, including all sums expended in connection with the
          Common Areas for general maintenance and repairs, resurfacing,
          painting, restriping, cleaning, sweeping,

                                       9
<PAGE>

          janitorial and trash services, window washing, maintenance and repair
          of elevators, stairways, curbs and Building signs, sprinkler systems,
          planting and landscaping, lighting and other utilities, maintenance
          and repair of any fire protection systems, automatic sprinkler
          systems, lighting systems, storm drainage systems and any other
          utility systems, costs of supplies, personnel to implement such
          services and to police the Common Areas, rental and/or depreciation of
          machinery and equipment used in such maintenance and services in
          accordance with GAAP, security and fire protection services, trash
          removal services, all costs and expenses pertaining to snow and ice
          removal, security systems, utilities, roof repairs and replacements
          with the cost of replacements being amortized over their useful life
          as reasonably determined and calculated by Landlord, personal property
          taxes, all labor costs for all full time management personnel,
          including all payroll taxes and administrative overhead, and all labor
          costs on an allocated, pro-rata basis for all management personnel to
          the extent they are directly related on a part time basis with the
          operation or the maintenance of the Property; reasonable and customary
          fees for management of the Building but no more than five percent (5%)
          of all Base Rent and Operating Expenses paid by all lessees of the
          Building including Tenant, fees for required licenses and permits,
          supplies and charges for professional management of the Building and
          Common Areas. If Landlord performs such management, then overhead
          costs equal to five percent (5%) of the total operating costs will be
          included in Operating Expenses but in such event no fees payable to an
          independent professional will so be included. Landlord, however, may
          cause any or all of said services to be provided by an independent
          contractor or contractors. Costs and expenses incurred by Landlord in
          operating, managing and maintaining the Building which are incurred
          exclusively for the benefit of specific tenants of the building will
          be billed accordingly and will not be included within the Operating
          Expenses.

          6.2.7  REQUIREMENTS OF GOVERNMENT ENTITIES.  Cost of capital
                 -----------------------------------
          improvements, structural repairs or replacements made to the Building
          in order to conform to changes subsequent to the Commencement Date of
          this Lease in any applicable laws, ordinances, rules, regulations or
          orders of any governmental or quasi-governmental authority having
          jurisdiction over the Building or any such capital improvements,
          structural repairs or replacements designed primarily to reduce
          Operating Expenses. Expenditures for the foregoing shall be amortized
          at a market rate of return over the useful life of such capital
          improvement or structural repair or replacement as determined by
          Landlord's accountants, in accordance with GAAP; provided that the
          amortized amount of any cost-saving improvement shall be limited in
          any year to the estimated reduction in Operating Expenses as a result
          thereof.

     6.3  OPERATING EXPENSE EXCLUSIONS.  Operating Expenses shall specifically
          -----------------------------
     exclude the following:

     i) Costs of any voluntary capital additions to the Building, except to the
     extent they reduce operating costs; ii) Loan payments or interest, except
     where specifically included in Article 6.2 above; iii) Refinancing costs;
     iv) Ground rent under any ground lease or master lease; v) Depreciation or
     amortization, except where specifically included in Article 6.2 above; vi)
     Costs of remedying any building code violations; vii) Interest or penalties
     resulting from delinquent payment by Landlord of any taxes, fees or
     contract amounts; viii) Penalties or costs, including legal fees, arising
     from Landlord's violation of laws or proven breach of contracts with third
     parties; ix) Advertising costs, promotional fees, and leasing commissions;
     x) Alterations or improvements to other tenants' space; xi) Costs for
     services reimbursed by other tenants, unless such reimbursement constitutes
     such other tenants' regular contribution to operating expenses of the
     Building; xii) Costs of initial landscaping or construction of the
     Building; xiii) Payment of salaries to any employees of the Landlord above
     the level of manager of the Building; xiv) To the extent services are
     performed or materials provided by entities related to the Landlord, all
     amounts paid in excess of amounts which would otherwise be paid to
     unrelated third parties for similar services performed to the same standard
     of quantity and of quality; xv) Any bad debt loss, rent loss or reserves
     for bad debt or rent loss; xvi) Costs, including legal fees, directly and
     solely related to

                                       10
<PAGE>

     the creation, maintenance and operation of the entity or partnership which
     constitutes the Landlord; xvii) The cost of any work for which Landlord is
     reimbursed by insurance proceeds or for which Landlord is reimbursed by
     reason of any warranty or guaranty; xviii) Initial hookup or connection
     charges for water, sewer, and electrical utilities; xix) Initial
     installation of any fire/life safety systems or equipment (including any
     sales taxes or other taxes thereon); xx) Professional fees including
     accounting and legal fees, and other costs incurred in the leasing of
     space, or in connection with a dispute with or default of Tenant or another
     tenant, or defense of Landlord's title or interest in the Building; xxi)
     Consulting fees specifically related to ownership of the Building as
     opposed to operation of the building; xxii) Initial paving and painting of
     parking areas; xxiii) Cost of any space occupied by the property manager
     and leasing agent; xxiv) Dues, fees, and contributions paid to civic or
     political organizations and associations; xxv) Franchise fees or charges;
     xxvi) Improvements made for other tenants or rent concessions made for
     other tenants instead of improvements xxvii) Expenses incurred in removing
     or storing an ex-tenant's property; xxviii) Rentals for items which, if
     purchased rather than rented, would constitute a capital improvement or
     equipment; xxix) Costs of services, utilities, or other benefits which are
     not offered to Tenant or for which Tenant is charged for directly, but
     which are provided to another tenant or occupant of the Property,
     including, but not limited to, above Building standard heating, ventilation
     and air-conditioning, janitorial services and exclusive use Common Areas;
     xxx) Costs arising from the negligence, or intentional misconduct of
     Landlord, its employees or its agents, or of any other tenant, or any
     vendors, contractors, or providers of materials or services selected, hired
     or engaged by Landlord or by Landlord's authorized agents; xxxi) Costs
     arising from the presence or removal of Hazardous Materials as defined
     herein, located in or about the Building; xxxii) Initial costs for
     sculpture, paintings or other objects of art; xxxiii) The cost of
     correcting latent defects in the design, construction or operating systems
     of the Building; xxxiv) Reserves for capital items, including, but not
     limited to, replacement reserves, and reserves for bad debts or lost rent
     or any similar charge not involving the payment of money to third parties;
     xxxv) Any costs associated with the purchase or rental of furniture,
     fixtures, or equipment for any management, security, engineering, or other
     offices associated with the building or for Landlord's office or the
     offices of other landlords of the building; xxxvi) Any compensation paid to
     clerks, attendants or other persons in commercial concessions operated by
     Landlord in the Building or Property; xxxvii) The entertainment expenses
     and travel expenses of Landlord, its employees, agents, partners and
     affiliates; (xxxviii) any state, local, federal, personal or corporate
     income tax measured by the income of Landlord; (xxxix) real estate taxes
     resulting from overstandard improvements made by other tenants; (xxxx)
     damage and repairs covered under any insurance policy, except for the cost
     of any deductible, carried by, or required to be carried by, Landlord in
     connection with the Building or Common Areas; (xxxxi) Landlord's general
     overhead expenses not related to the Building; (xxxxii) costs incurred due
     to violation by Landlord or any other tenant in the Building of the terms
     and conditions of any lease; (xxxxiii) costs incurred in connection with
     any portion of the Building which is used for parking and for which parking
     fees are charged; and (xxxxiv) property management fees in excess of five
     percent (5%) of Tenant's Base Rent and Operating Expenses. Landlord shall
     not collect in excess of one hundred percent (100%) of Operating Expenses
     or any item of cost more than once.

     6.4  TIME OF PAYMENT.  Tenant shall pay to Landlord in advance on the
          ---------------
     first day of each calendar month during the term and any extensions hereof
     one-twelfth (1/12) of Tenant's Percentage Share of the estimated annual
     Operating Expenses. If the term of this Lease commences on a day other than
     the first day of a calendar month, Tenant shall pay to Landlord on the
     first day of the term a sum determined by multiplying one three hundred
     sixty-fifth (1/365) of the Tenant's Percentage Share of the estimated
     annual Operating Expenses by the number of days remaining in the first
     calendar month of the term. Any change in the Tenant's Percentage Share
     resulting from changes in any particular floor area during the term shall
     be effective as of the first day of the month following the change.

     6.5  RE-ESTIMATIONS.  At anytime and from time to time during the term
          --------------
     hereof but no more than one (1) time in any six (6) month period, Landlord
     may furnish Tenant with written notice of a re-estimation of the annual
     Operating Expenses to reflect more accurately, in Landlord's reasonable
     opinion, the current Operating Expenses. Commencing on the first day of the
     calendar month next succeeding delivery of such notice to Tenant, and
     continuing on the first day of each subsequent calendar month during the
     term (until subsequently re-estimated), Tenant shall pay to Landlord one-
     twelfth (1/12) of the Tenant's Percentage Share of the estimated annual
     Operating Expenses, as re-estimated.

     6.6  ANNUAL ADJUSTMENTS.  After the commencement of each year during the
          ------------------
     hereof

                                       11
<PAGE>

     Landlord shall furnish to Tenant an itemized statement, certified as
     correct by Landlord, setting forth the total Operating Expenses for the
     preceding calendar year, the amount of Tenant's Percentage Share of
     Operating Expenses and the payments made by Tenant with respect to such
     calendar year. If Tenant's Percentage Share of the actual Operating
     Expenses for such year exceeds the payment so made by Tenant, Tenant shall
     pay Landlord the deficiency within thirty (30) days after receipt of such
     statement. If the payments so made by Tenant exceed Tenant's Percentage
     Share of the actual Operating Expenses, Tenant shall be entitled to offset
     the excess against the next payment(s) due to Landlord on account of
     Operating Expenses (or, at the end of the term hereof, if Tenant is not in
     default hereunder, Landlord shall refund the overage to Tenant). Until
     Tenant receives a statement pursuant to Section 6.4 setting forth a new
     amount of Tenant's estimated Percentage Share of Operating Expenses for the
     new calendar year, Tenant shall continue to pay such Tenant's Percentage
     Share at the rate being paid for the year just completed. Moreover, Tenant
     shall pay to Landlord, or deduct from the rent, as the case may be, on the
     date required for the payment of its Percentage Share of Operating Expenses
     as adjusted, the difference, if any, between the monthly installments of
     estimated Operating Expenses so adjusted for the new calendar year and the
     monthly installments actually paid during each year since January 1st.

     6.7  Audit Right:  Notwithstanding any provision of this Lease to the
          -----------
     contrary, Tenant shall have the right during the applicable Review Period
     (as defined below), after reasonable notice and at reasonable times, to
     inspect and photocopy Landlord's accounting records at Landlord's office
     where such accounting records are customarily maintained in the Denver
     metropolitan area, or, at Landlord's option, at the Building. If, after
     such inspection and photocopying, Tenant disputes Tenant's Share of
     Operating Expenses for the preceding calendar year, Tenant shall be
     entitled to retain an independent auditor who has substantial knowledge of
     real estate matters to audit and review Landlord's records to determine the
     proper amount of Tenant's Share of Operating Expenses. If such audit
     alleges that Landlord has overcharged Tenant, then within five (5) days
     after the results of such audit are made available to Landlord, Landlord
     shall either reimburse Tenant the amount of such overcharge previously paid
     by Tenant or provide Tenant with a detailed explanation of why Landlord
     contests the results of such audit. Tenant agrees to pay all costs of such
     audit, provided that, if Landlord's determination of Tenant's Share of
     Operating Expenses was in error in Landlord's favor by more than three
     percent (3%), Landlord shall pay the cost of such audit. Landlord shall be
     required to maintain records of all Operating Expenses and other rent
     adjustments for not less than one (1) year following Landlord's delivery to
     Tenant of each statement setting forth Tenant's Share of Operating Expenses
     (the "Review Period") for the preceding calendar year. The payment by
     Tenant of any amounts pursuant to this Lease shall not preclude Tenant from
     questioning at any time during the applicable Review Period the correctness
     of any statement of a reconciliation of any Operating Expenses for any
     preceding calendar year provided by Landlord, but the failure of Tenant to
     object thereto and complete the audit thereof prior to the expiration of
     the Review Period for such statement shall be conclusively deemed Tenant's
     approval of such Statement. Tenant shall not be deemed to have objected to
     any statement by Landlord unless Tenant gives such statement in writing,
     signed by Tenant and the auditor, with a detailed analysis of every
     objection, and an explanation of what Tenant proposes is a corrected
     statement of Tenant's liability. Nothing herein shall preclude Tenant 's
     liability from increasing if such audit reveals that Tenant has been
     undercharged.

7.   UTILITIES AND SERVICES.

     7.1  UTILITIES PROVIDED.  Landlord will cause to be made available to
          ------------------
     Tenant upon the Leased Premises, facilities for the supply of domestic hot
     (or tempered) and cold running water at general points of usage,
     electricity and telephones on a twenty-four (24) hour seven (7) day per
     week basis. Tenant agrees, at its own expense, to pay for all utilities
     which are separately metered for the Leased Premises or which are billed
     directly to Tenant from and after the delivery of possession thereof by
     Landlord. If any such charges are not paid when due, Landlord may pay the
     same, and any amount so paid by Landlord shall thereupon become due to
     Landlord from Tenant as additional rent.

                                       12
<PAGE>

     7.2  ELECTRIC SERVICE.  Landlord will cause to be made available to the
          ----------------
     Leased Premises electric power for normal lighting and small office
     equipment on a twenty-four (24) hour seven (7) day per week basis. Tenant
     shall use the electricity supplied to the Leased Premises only for standard
     lighting and standard office equipment. Tenant shall not make any
     alteration to the Building electric system or connect high wattage
     electrical equipment (including, without limitation, computer equipment)
     without Landlord's prior written consent, which Landlord shall not
     unreasonably withhold. Tenant shall pay, as additional rent, the cost of
     modifications to the Building's electrical system necessitated by such
     usage, the cost of separate metering, if required by Landlord, and the cost
     of the additional electrical service provided to Tenant, unless billed
     directly to Tenant by the utility company.

     7.3  HEATING, VENTILATION AND AIR CONDITIONING OF SERVICE.  Landlord shall
          ----------------------------------------------------
     furnish to the Leased Premises and to the Building, heating and air
     conditioning maintained at such temperatures as are established by custom
     and practice for first-class office buildings in Colorado Springs, Colorado
     during Normal Business Hours, provided however, Landlord's obligation
     hereunder shall at all times be subject to compliance with applicable laws,
     ordinances, rules and regulations established by governmental authority.
     Tenant shall not make alterations or additions to the Leased Premises, or
     install any equipment or machinery which would affect the heating and air
     conditioning system of the Building, without Landlord's prior written
     consent. Tenant shall pay the cost of all modifications, supplements or
     additions required to such mechanical systems as a result of any
     alteration, additions or installation requested by the Tenant.

     7.4  NORMAL OPERATING HOURS AND EXTENDED HOURS.  Normal Business Hours
          -----------------------------------------
     shall mean the hours of 7:30 a.m. to 6:00 p.m. Monday through Friday,
     except during any Building Holidays which include New Year's Day, Easter,
     Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
     Day. Landlord, upon Tenant's request, shall provide for services at times
     other than Normal Business Hours, which additional hours shall be at
     Tenant's expense provided at Landlord's actual cost without surcharge.
     Landlord shall provide an access system to Tenant which will allow access
     to the building 24 hours per day seven (7) days per week.

     7.5  INTERRUPTION OF SERVICES.  Landlord shall not be liable for any
          ------------------------
     damage, loss or expense incurred by Tenant by reason of any interruption,
     reduction (permanent or temporary) or failure of the utilities and
     services, except when caused by the negligent acts or intentional
     misconduct of Landlord. Landlord may, with notice to Tenant, or without
     notice in case of emergency, cut off and discontinue services when such
     discontinuance is necessary in order to make repairs or alterations and
     Landlord shall diligently perform such repair or alterations. If the Leased
     Premises are rendered unusable for their intended purpose as a result of
     such failure, interruption or reduction for a continuous period of 72 hours
     and Tenant does not occupy the Leased Premises as a result thereof, the
     Base Rent shall thereafter abate until Tenant resumes occupancy of the
     Leased Premises or services are restored, whichever first occurs. No
     failure, interruption or reduction of services shall be construed as an
     eviction or disturbance of possession by Landlord unless the interruption
     or reduction continues for thirty (30) days in which case Tenant may
     terminate this lease.

8.   MAINTENANCE, REPAIRS AND ALTERATIONS.

     8.1  LANDLORD'S OBLIGATIONS.  Landlord, at Landlord's expense, shall
          ----------------------
     maintain the structural integrity of the foundations, exterior roof and
     exterior walls (excluding the interior surface of exterior wall and all
     windows, doors and plate glass) of the Building, except that Tenant shall
     bear the cost of all repairs to the Building (including the Leased Premises
     and the apparatus contained therein) which become necessary by reason of
     negligence or misuse by Tenant, its customers, invitees or employees, and
     cost thereof shall be paid to Landlord on demand as additional rental.
     Except for Tenant's obligations as provided in the following section,
     Landlord shall make all other repairs, provide general maintenance and
     furnish such janitorial services as Landlord deems reasonably necessary for
     the operation of a first class office building, and the cost thereof shall
     be included in the Operating Expenses. Landlord shall have no obligation to
     commence any repair

                                       13
<PAGE>

     until a reasonable time after the receipt by Landlord of written notice of
     the need for repairs or Landlord's actual knowledge that such repair is
     required. Landlord shall be under a duty to act as quickly as it is
     reasonably able, following written notice in the event of an emergency
     repair.

     8.2  TENANT'S OBLIGATIONS.  Throughout the term of this Lease, Tenant shall
          --------------------
     exercise due care in the use and occupancy of the Leased Premises and the
     Building and shall, at Tenant's expense, repair all damage thereto caused
     by Tenant's use thereof. Tenant, at Tenant's expense, shall provide for all
     special or additional maintenance services required by Tenant's special
     uses of the Leased Premises. If Tenant fails to perform Tenant's
     obligations under this section, Landlord may, without terminating this
     Lease, enter upon the Leased Premises after three (3) days' prior written
     notice to Tenant, and put the same in good order, condition and repair, and
     the cost thereof shall be immediately due and payable as additional rent to
     Landlord. Landlord shall have no liability to Tenant for any damage,
     inconvenience or interference with the use of the Leased Premises by Tenant
     as a result of performing any such repair and maintenance, except for
     damage caused by the negligence of Landlord or it's employees. Tenant will
     not bring into the Leased Premises or permit the placing within the Leased
     Premises of equipment or property exceeding the floor loads of the
     Building.

     8.3  NOTIFICATION TO LANDLORD.  Tenant agrees to notify promptly the
          ------------------------
     Landlord or its representative of any accidents or defects in the Building
     of which Tenant becomes aware, including defects in pipes, electric wring
     and heating, ventilation and air conditioning equipment or condition which
     may cause injury or damage to the Building or any person therein.

     8.4  SURRENDER OF LEASED PREMISES.  Upon the expiration or sooner
          ----------------------------
     termination of the Lease Term, Tenant agrees to quit and surrender the
     Leased Premises, broom-clean, in good condition and repair, ordinary wear
     and tear excepted, together with all keys and combinations to locks, safes
     and vaults and all improvements, alterations, additions, lighting fixtures
     and equipment at any time made or installed in, upon or to the interior or
     exterior of the leased Premises (except personal property, signs and trade
     fixtures and equipment put in at Tenant's expense) all of which shall
     thereupon become the property of Landlord without any claim by Tenant
     therefor, but the surrender of such Property to Landlord shall not be
     deemed to be a payment of rent or in lieu of any rent reserved hereunder.
     Before surrendering the Leased Premises, Tenant shall remove all of
     Tenant's personal property, signs and trade fixtures and equipment and, at
     Landlord's option (subject to Article 9.1 below), Tenant shall also remove
     any alterations, additions, fixtures, equipment and decorations at any time
     made or installed by Tenant in, upon or to the interior or exterior of the
     Leased Premises, and Tenant further agrees to repair any damage caused
     thereby. If Tenant shall fail to remove any of Tenant's personal property
     and trade fixtures, then at the option of Landlord, either the same shall
     be deemed abandoned and become the exclusive property of Landlord, or
     Landlord shall have the right to remove and store said property, at the
     expense of Tenant, upon written notice to Tenant and hold Tenant
     responsible for any and all charges and expense incurred by Tenant
     therefor. If the Leased Premises are not surrendered upon termination of
     this Lease, Tenant shall indemnify Landlord against all loss or liability
     resulting from the delay by Tenant in so surrendering the same, including,
     without limitation, any claims made by any succeeding occupant founded on
     such delay. Tenant's obligations under this section shall survive the
     expiration or sooner termination of the Lease Term.

9.   ALTERATIONS AND ADDITIONS.

     9.1  LANDLORD'S CONSENT REQUIRED.  Tenant shall not make any alterations or
          ---------------------------
     additions to the Leased Premises in excess (i) of $10,000.00, in any twelve
     (12) month period, or (ii) which require the issuance of a building permit
     of any type, or (iii) which affect the structure of the Building or any of
     the electrical, mechanical, plumbing or other components located within the
     Leased Premises, but which service other parts of the Building which are
     not part of the Leased Premises, without first obtaining Landlord's written
     consent. For those alterations and additions submitted by Tenant for
     Landlord's approval, Landlord hereby agrees to notify Tenant, in writing,
     at the same time that Landlord consents to the installation of such
     alterations and additions to the Leased Premises by Tenant, whether or not
     such alterations and additions must be removed from

                                       14
<PAGE>

     the Leased Premises by Tenant upon the expiration or earlier termination of
     this Lease. Tenant shall cause all repairs or alterations, whether or not
     approved by Landlord, to be done promptly and in a good and workmanlike
     manner in accordance with the plans and specifications, which plans and
     specifications must be submitted to Landlord at least fifteen (15) days
     prior to the commencement of any alterations or additions, submitted to
     Landlord and such rules and regulations as may be established by Landlord.
     All work shall be performed in accordance with applicable building codes
     and governmental regulations. Except as provided above, all work done and
     material supplied shall be done or supplied only by contractors reasonably
     approved by Landlord, and Landlord shall have the right to grant such
     approval conditionally.

     9.2  PAYMENT FOR WORK.  All costs of any work performed by or at the
          ----------------
     instance of Tenant shall be paid promptly by Tenant so as to avoid the
     assertion of any mechanic's and/or materialmen's liens. Within thirty (30)
     days after receipt of notice thereof, Tenant shall discharge, by bonding,
     payment or other means reasonably acceptable to Landlord, any mechanic's
     lien filed against the Leased Premises or the Building resulting from
     material or labor furnished or performed at the instance or request of
     Tenant. If the lien is not discharged within said thirty (30) days period,
     Landlord shall have the right, but not the obligation, to discharge said
     lien by payment, bonding or otherwise, and the costs and expenses to
     Landlord of obtaining such discharge shall be paid to Landlord by Tenant on
     demand as additional rent. Landlord shall have the right at any time and
     from time to time to post and maintain on the Leased Premises and Building
     such notices as Landlord deems necessary to protect the Leased Premises
     against mechanic's liens.

     9.3  SIGNAGE.  See Exhibit "G".
          -------

10.  INSURANCE.

     10.1 TENANT'S INSURANCE. Tenant shall, at its own cost, at all times
          ------------------
     during the term of this Lease and any extensions hereof, procure and
     maintain all risk insurance for hazard, fire and extended coverage on
     Tenant's personal property and the contents of the Leased Premises in an
     amount equal to full replacement cost thereof with a deductible of no more
     than $1,000, workers' compensation and employers' liability insurance in
     the minimum statutory amount and including a waiver of subrogation in favor
     of the Landlord and Landlord's insuror (to the extent available), and
     comprehensive general liability insurance on an occurrence basis, including
     coverage for bodily injury, broad form property damage, personal injury
     (employee and contractual liability exclusions deleted), products and
     completed operations, contractual liability, owner's protective liability,
     host liquor legal liability and cross liability with the following limits
     of liability: One Million Dollars ($1,000,000.00) combined single limit for
     each occurrence of bodily injury, property damage and personal injury; Two
     Million Dollars ($2,000,000.00) aggregate for bodily injury and property
     damage for products and completed operations. Tenant shall further, at its
     own cost, at all times during the term of this Lease and any extensions
     hereof, procure and maintain insurance for automobile liability including
     coverage for bodily injury, property damage and personal injury for owned,
     hired and non-owned autos with the following limits of liability: One
     Million Dollars ($1,000,000.00) combined single limit for each occurrence
     of bodily injury, property damage and personal injury. Tenant shall also
     maintain business interruption insurance in an amount sufficient to
     reimburse Tenant for direct and indirect loss of earnings attributable to
     prevention of access to the Building or Leased Premises as a result of such
     perils, and such other forms and amounts of insurance as Landlord or its
     mortgagee may reasonably require from time to time provided that such
     insurance is in general conformance with commercially reasonable forms and
     amounts of insurance carried by prudent and reasonable landlords of
     comparable properties in the Colorado Springs area. All such insurance
     shall be procured from a responsible insurance company or companies
     authorized to do business in the State where the Leased Premises are
     located, with general policyholder's ratings of not less than "A-" and a
     financial rating of not less than "XI" in the most current available Best's
     Insurance Reports, and shall be otherwise reasonably satisfactory to
     Landlord. All such policies shall name Landlord and Landlord's property
     management agent as additional insureds, and shall provide that the same
     (to the extent applicable to the Leased Premises and the Building) may not
     be canceled or altered except upon thirty (30) days prior written notice to
     Landlord. All insurance maintained by Tenant shall be primary to any
     insurance provided by Landlord. Tenant shall provide certificate(s) of such
     insurance to Landlord prior to occupancy of the Leased Premises and
     commencement of the Lease

                                       15
<PAGE>

     term and at least thirty (30) days prior to the annual renewal date thereof
     and upon request from time to time, if required for a legitimate business
     purpose related to Landlord's operation of the Building, and such
     certificate(s) shall disclose that such insurance names Landlord and
     Landlord's designated property management agent as an additional insured,
     in addition to the other requirements set forth herein. The limits of such
     insurance shall not, under any circumstances, limit the liability of Tenant
     hereunder.

     Should Tenant fail to procure such insurance within the time period
     hereinbefore specified, Landlord may, at its option, but Landlord shall
     have no obligation to do so, procure such insurance and pay the premiums
     therefor and Tenant agrees to reimburse Landlord for the cost thereof plus
     interest thereon at the rate of eighteen percent (18%) per annum (but in no
     event in excess of the maximum rate permitted under law), as Additional
     Rent on the first day of the calendar month following the rendition of the
     bill or bills therefor and Landlord shall have the same rights and remedies
     in enforcing the payment of such additional rent as in the case of Tenant's
     failure to pay the rent herein reserved.

     10.2 LANDLORD'S INSURANCE. Landlord agrees to carry and maintain the
          --------------------
     following insurance during the term of this Lease and any extension hereof:
     all risk property insurance for fire, hazard and extended coverage with
     respect to the Building and the Common Areas; and general public liability
     insurance against claims for personal injury, including death and property
     damage in or about the Leased Premises and the Building (excluding Tenant's
     Property), such insurance to be in an amount not less than One Million
     Dollars ($1,000,000.00) combined single limit; Two Million Dollars
     ($2,000,000.00) aggregate for bodily injury and property damage. Such
     insurance may expressly exclude property paid for by tenants or paid for by
     Landlord for which tenants have reimbursed Landlord located in, or
     constituting a part of the Building. Such insurance shall afford coverage
     for damages to the Building and leasehold improvements (to the extent of
     the cost thereof was paid by Landlord) in amounts of not less than one
     hundred percent (100%) of the replacement value (exclusive of foundations
     and improvements which Tenant is required to insure) resulting from (a)
     fire, (b) perils covered by extended coverage insurance, and (c) explosion
     of steam and pressure boilers and similar apparatus located in the
     Building. Landlord may carry such other additional insurance coverage as
     Landlord or Landlord's mortgagee deems appropriate, including coverage for
     loss of rents. All such insurance shall be procured from a responsible
     insurance company, or companies, authorized to do business in the State
     where the Leased Premises are located, with general policyholder's ratings
     of not less than "A-" and a financial rating of not less than "XI" in the
     most current available Best's Insurance Reports. Tenant shall pay its
     Percentage Share of the cost of such insurance as part of the Operating
     Expenses. Tenant shall have no right to any portion of the proceeds of any
     insurance carried by Landlord.

     10.3 WAIVER OF SUBROGATION.  Each party agrees to include in each of its
          ---------------------
     policies insuring against loss, damage or destruction by fire or other
     casualty, a waiver of the insurer's right of subrogation against the other
     party, or if such waiver is unobtainable or unenforceable (i) an express
     agreement that such policy shall not be invalidated if the insured, prior
     to the casualty, waives the right of recovery against any party responsible
     for a casualty covered by the policy; or (ii) any other form of permission
     for the release of the other party. Each party hereby releases the other
     party with respect to any claim (including a claim of negligence) which it
     might otherwise have against the other party for loss, damage or
     destruction with respect to its property (including the Premises, Building
     and rental value or business interruption) occurring during the term of the
     Lease to the extent to which it is insurable under any policy or policies
     required to be carried under this Lease (which are required to contain a
     waiver of subrogation or permission to release liability) and for which the
     applicable party actually receives the proceeds from the applicable
     insurer.

11.  INDEMNITY.

     11.1 INDEMNIFICATION OF LANDLORD.  Tenant shall, and hereby does,
          ---------------------------
     indemnify and hold Landlord harmless from and against any and all losses,
     claims and damages arising from Tenant's use of the Leased Premises
     exclusive of Common Area or the conduct of its business or from any act or
     omission by Tenant to act, activity, work or thing done, permitted or
     suffered by Tenant in or about the Leased Premises, and shall further
     indemnify and hold Landlord harmless from and against any and all claims
     arising from any breach or default in the performance by Tenant of any
     obligation of Tenant to be performed under the terms of this Lease, or
     arising from any

                                       16
<PAGE>

     act or negligence of Tenant or any of its agents, licensees or contractors
     or employees, and from and against all costs, attorney's fees, expenses and
     liabilities incurred in connection therewith (except to the extent that an
     agent, licensee or contractor or their insurance carrier covers such loss,
     claim or damage). In case any action or proceeding is brought against
     Landlord by reason of any such claim, Tenant, upon notice from Landlord,
     shall defend the same at Tenant's expense by counsel reasonably
     satisfactory to Landlord. Tenant, as a material part of the consideration
     to Landlord, hereby assumes all risks of damage to property or injury to
     person in, upon or about the Leased Premises except to the extent such
     damage to property or injury to person is caused by the act or omission of
     Landlord, its agents, employees or contractors. The indemnity shall also
     apply during Tenant's occupancy of the Leased Premises prior to the
     commencement of the Leased Term.

     11.2 INDEMNIFICATION OF TENANT.  Landlord shall indemnify and hold harmless
          --------------------------
     Tenant against and from any and all claims arising from Landlord's use of
     the Building from any activity, work or other thing done, permitted or
     suffered by the Landlord in or about the Building, except for any loss or
     claim caused by the acts or omissions of any other tenants in the Building,
     and Landlord shall further indemnify and hold harmless Tenant against and
     from any and all claims arising from any breach or default in the
     performance of any obligation on Landlord's part to be performed under the
     terms of this Lease, or arising from any act or negligence of the Landlord,
     or any officer, employee, agent or licensee or contractor of the Landlord
     (except for any acts, loss or damage caused by other tenants in the
     Building and except to the extent that an agent, licensee or contractor or
     their insurance carrier covers such loss, claim or damage), and from all
     and against all cost, attorneys' fees, expenses and liabilities incurred in
     or about any such claim or any action or proceeding brought thereon, and,
     in any case, action or proceeding brought against Tenant by reason of any
     such claim. Landlord upon notice from Tenant shall defend the same at
     Landlord's expense by counsel reasonably satisfactory to Tenant. Landlord,
     as a material part of the consideration to the Tenant, hereby assumes all
     risk of damages to property or injury to person, in, upon or about the
     Building, from any cause other than Tenant's act, omission, negligence or
     willful misconduct, and Landlord hereby waives all claims in respect
     thereof against Tenant.

     11.3 LANDLORD'S LIABILITY.  Landlord shall not be liable for injury or
          --------------------
     damage which may be sustained by the person, goods, wares, merchandise or
     property of Tenant, its employees, invitees or customers, or any other
     person in or about the Leased Premises caused by or resulting from theft,
     or fire, or from steam, electricity, gas or water, which may leak, or flow
     from or into any part of the leased Premises, or from the breakage,
     leakage, obstruction or other defects of the pipes, sprinklers, wires,
     appliances, plumbing, air conditioning or lighting fixtures of the same,
     except to the extent caused by the negligence or wilful misconduct of
     Landlord or its employees. All of Tenant's property shall be kept, stored
     and maintained at the sole risk of Tenant. Landlord shall not be liable for
     any damages arising from any act or neglect of any tenant of the Building,
     except to the extent such damages are the result of Landlord's failure to
     enforce Landlord's rules and regulations in a uniform manner. Except as to
     the limitations of liabilities set forth above, Landlord indemnifies Tenant
     for all other liability, loss or damage solely and proximately caused by
     Landlord's acts.

     11.4 AMERICANS WITH DISABILITIES ACT ("ADA").  Except for any claims which
          ---------------------------------------
     result from Landlord's acts or omissions in the construction of the Base
     Building described in Exhibit B attached hereto, Landlord, its agents and
     employees shall not be liable, and Tenant hereby waives its rights, if any,
     to claim for any damage or loss as a result of any failure of the Building
     to comply strictly with the ADA as it applies to the Building. Except for
     any claims which result from Landlord's acts or omissions in the
     preparation of the Tenant Finish Work described in Exhibit B attached
     hereto, Tenant hereby agrees to save, hold harmless and defend Landlord
     against any claims, suits or liabilities made against the Landlord by any
     of Tenant's existing or prospective clients, employees, agents, servants or
     invitees as a result of or in connection with any non-compliance of the
     Premises with the ADA. In the event any failure of the Building to comply
     with the ADA, and if such failure substantially interferes with the
     operation of Tenant's business in the Premises, Tenant's sole remedy shall
     be for termination of this Lease, provided that Tenant shall have no claim
     for termination of this Lease based on the non-compliance with

                                       17
<PAGE>

     the ADA by the Building unless Tenant promptly gives notice of any such
     non-compliance and allows Landlord a reasonable time to correct any such
     non-compliance. If Tenant properly terminates this lease under this
     paragraph and vacates the property within sixty (60) days thereafter,
     Tenant shall not be penalized and shall have no further obligations for
     payment of rent and other charges after Tenant has vacated the Premises. No
     notice or termination under this paragraph shall be effective unless (i) it
     is given by Tenant within sixty (60) days after Tenant determines that
     Landlord is not willing or refuses to remedy any alleged failure of the
     Building to comply with the ADA and (ii) it specifies the date on which
     Tenant shall vacate the Premises.

12.  CASUALTY AND RECONSTRUCTION.  If the Leased Premises or the Building are
damaged by fire or other insured casualty, Landlord will give Tenant notice of
the time which will be needed to repair such damage, as reasonably determined by
Landlord's licensed architect or engineer ("Landlord's Architect"), and the
election (if any) which Landlord has made according to this Paragraph.  Such
notice will be given no later than the thirtieth (30th) day (the "Notice Date")
after the fire or other insured casualty.

     12.1 SHORT-TERM REPAIRS.  If the Leased Premises or the Building are
          ------------------
     damaged by fire or other insured casualty to an extent which may be
     repaired within one hundred and eighty (180) days after the date of the
     casualty (the "Casualty Date"), as determined by Landlord's Architect,
     Landlord will proceed with due diligence to promptly repair the damage. In
     that event this Lease will continue in full force and effect except that
     Base Rent and Operating Expenses will be abated from the Casualty Date
     until the date of the substantial completion of such repairs (the "Repair
     Period") in proportion to the rentable square footage of the Premises which
     Tenant is unable to use for the conduct of its normal business operations
     during the Repair Period.

     12.2 LONG-TERM REPAIRS.  If the Leased Premises or the Building are
          -----------------
     damaged by fire or other insured casualty to an extent which may not be
     repaired within one hundred eighty (180) days after the date of such fire
     or other insured casualty (the "Casualty Date"), as determined by
     Landlord's Architect, then (i) Landlord may cancel this Lease as of the
     Casualty Date by written notice given to Tenant on or before the Notice
     Date, or (ii) Tenant may cancel this Lease as of the date of such damage by
     written notice given to Landlord within ten (10) days after Landlord's
     delivery of a notice that the repairs cannot be made within one hundred
     eighty (180) days following the Casualty Date. If neither Landlord nor
     Tenant so elects to cancel this Lease, Landlord will proceed with due
     diligence to promptly repair the Building and Leased Premises, and Base
     Rent will be abated during the Repair Period in proportion to the rentable
     square footage of the Premises which Tenant is unable to use for the
     conduct of its normal business operations during the Repair Period.

     12.3 CASUALTY IN LAST YEAR OF LEASE.  Any other provisions of this Lease
          ------------------------------
     to the contrary notwithstanding, Landlord shall have no obligation to
     rebuild the Leased Premises or the Building, and Tenant shall have the
     right to terminate this Lease as of the Casualty Date, if the casualty
     occurs within the final twelve (12) months of the term of this Lease,
     unless Tenant agrees to exercise any option it then has to extend this
     Lease, or the parties otherwise agree to an extension or renewal hereof.

13.  TENANT TAXES.

     13.1 PERSONAL PROPERTY.  Tenant shall pay prior to delinquency all taxes,
          -----------------
     assessments, license fees and public charges levied, assessed or imposed
     upon or measured by the value of its business operation, including but not
     limited to the furniture, fixtures, leasehold improvements, equipment and
     other property of Tenant at any time situated upon or installed in the
     Leased Premises by Tenant. Tenant shall cause all such personal property to
     be assessed and billed separately from the real property of Landlord.

     13.2 INCREASE IN TAXES.  If at any time during the term of this Lease any
          -----------------
     of Tenant's property is assessed as a part of the Leased Premises, or if
     the assessed value of the Landlord's property is increased by the inclusion
     therein of a value place on Tenant's property, Tenant shall pay to Landlord
     upon demand, as additional rent, the amount of any such additional taxes as
     may be levied against the Building by reason thereof.

14.  COMMON AREAS.

                                       18
<PAGE>

     14.1 DEFINITION.  The term "Common Areas" means all areas and facilities
          ----------
     outside the Leased Premises that are provided and designated for the common
     use and convenience of Tenant and other tenants of the Building, their
     respective officers, agents, employees, customers and invitees. Common
     Areas include, but are not limited to, corridors, lobbies, pedestrian
     sidewalks, stairways, landscaped areas, drinking fountains and rest rooms
     on multi-tenant floors, elevators and shipping and receiving areas of the
     Building, parking areas, private streets and lighting or utilities.

     14.2 MAINTENANCE.  Landlord will maintain, operate and repair (or cause
          -----------
     others to do so) all of the Common Areas and keep the same in clean and
     sightly condition, including snow removal, in accordance with customary
     practices for first class commercial office buildings in the Colorado
     Springs area, during the term of this Lease; the cost for which is included
     within Operating Expenses. Landlord shall have the right to adopt and
     promulgate reasonable rules and regulations from time to time concerning
     the Common Area generally applicable to tenants and occupants of parking
     areas, if any, designated exclusively for customers of the Building. For
     the purpose of maintenance and repair, or to avoid involuntary taking or to
     prevent the public from obtaining prescriptive rights, Landlord may
     temporarily close portions of the Common Areas, and such actions shall not
     be deemed an eviction of Tenant or a disturbance of Tenant's use of the
     Leased Premises.

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

     14.4 CHANGES TO COMMON AREAS.  Landlord shall have the right at any time
          -----------------------
     during the term to change the location of entrances to the Building and
     change, alter, remodel, reduce or improve the Common Areas, elevators,
     drains, pipes, heating and air conditioning apparatus or any other part of
     the Building except the Leased Premises without compensation to Tenant,
     provided Landlord does not change or alter the Common Areas in a manner
     which materially or unreasonably interferes with Tenant's Use of the Leased
     Premises. For such purposes, Landlord may, if necessary, enter, pass
     through and work upon the Leased Premises, provided that Landlord shall
     carry out such work diligently and reasonably, and provided Landlord
     notifies Tenant of such entry or work, in writing, at least twenty-four
     hours in advance, except in the case of emergency for which no advance
     notice shall be required.

15.  ASSIGNMENT AND SUBLETTING.

     Tenant shall neither voluntarily nor by operation of law, assign, transfer,
     mortgage, pledge, hypothecate or encumber this Lease or any interest
     therein, and shall not sublet the Leased Premises or any part thereof, or
     any right or privilege appurtenant thereto, or suffer any other person (the
     employees, agents, servants and invitees of Tenant excepted) to occupy or
     use the Leased Premises, or any portion thereof, without the written
     consent of Landlord first had and obtained, which consent shall not be
     unreasonably withheld or delayed and shall be deemed given if Landlord does
     not respond to Tenant's request for consent within fifteen (15) days after
     the written request is received. Any request by Tenant shall be in writing
     with complete and accurate details of the proposed assignment or sublease,
     including, without limitation, the proposed use by such assignee or
     sublessee, current financial statements (balance and income sheets),
     certified by one or more owners of the proposed assignee or sublessee and
     prepared or approved by a certified public accountant as being true and
     complete, and prepared in accordance with generally accepted accounting
     principles. Any objection to any proposed assignment or subletting may
     include or be based on an allegation that the Tenant has provided
     insufficient or incomplete information regarding the proposed transaction
     or parties. A consent to one assignment, subletting, occupation or use by
     any other person shall not be deemed to be a consent to any subsequent
     assignment, subletting, occupation or use by another person. Any such
     assignment or subletting without such consent, at the option of the
     Landlord, shall be void, and constitute a default under this Lease.

                                       19
<PAGE>

     If any amounts payable by an assignee (including, without limitation, any
     consideration for the assignment of the Lease) or subtenant with respect to
     its occupancy of the Leased Premises are in excess of the amounts payable
     by Tenant to Landlord hereunder, said excess amounts (after first deducting
     from such excess amounts all Tenant's actual out of pocket costs to third
     parties for such subleasing or assignment, such as Tenant Improvements,
     lease commissions, attorneys fees, free rent and advertising), shall be
     equally divided between the original Tenant and the Landlord. In the event
     of an assignment, if the excess is paid as a lump sum, then all such costs
     shall be deducted before it is divided; and if the excess is paid over a
     term, such costs shall be amortized over that term and deducted from the
     payments received. In the event of a sublease, all such amounts due to the
     Landlord shall constitute Additional Rent due on the same day such excess
     rent or other charges are due by such Sublessee or Assignee. Tenant shall
     not permit any subtenant to make any Alterations without the advance
     written consent of Landlord. If Tenant requests an approval by Landlord for
     any assignment or subletting, Tenant agrees to pay all reasonable costs and
     fees incurred by Landlord in connection with any such proposed assignment
     or subletting, regardless of whether such assignment or subletting is
     eventually consummated; provided that no such costs or fees shall exceed
     One Thousand and 00/100 Dollars ($1,000.00) for each proposed assignment or
     subletting.

     Except as set forth in this sentence, Tenant shall have no claim, and
     hereby waives the right to any claim, against Landlord for money damages by
     reason of any refusal, withholding or delay by Landlord of any consent or
     approval to any proposed assignment or subletting, and, in such event,
     Tenant's sole remedy for any such refusal, withholding or delay shall be an
     action for specific performance or injunction; provided that Tenant shall
     also have a claim for damages if, after Tenant has filed a lawsuit for
     specific performance or injunctive relief, but prior to the court's
     determination of Tenant's request for specific performance and/or
     injunctive relief, the proposed assignee or sublessee refuses to complete
     the assignment or subletting, unless the primary reason for such refusal to
     complete the transaction is not the delay caused by waiting for the court's
     determination; and provided further that until there has been a
     determination by a court of competent jurisdiction regarding Tenant's
     request for specific performance, injunction or damages, Tenant shall have
     no right to withhold the payment of any Base Rent, Additional Rent or other
     charges payable by Tenant hereunder, or to claim any setoff against same on
     account of this paragraph 15, and Tenant hereby consents that Landlord is
     entitled to have Tenant's obligation (to continue to pay Base Rent and
     other charges until a determination on Tenant's claim for specific
     performance, injunction or damages) enforced by injunctive relief. The
     Tenant agrees that Landlord's withholding of consent to any proposed
     assignment or subletting shall be deemed to be reasonable if, in addition
     to any other reasonable factors used by Landlord in its evaluation, (i) any
     existing guarantor, surety or assignor fails to agree in writing to
     continue to remain liable for the entire term of the Lease after such
     assignment and/or subletting, (ii) the proposed assignee or sublessee is
     not, in Landlord's reasonable determination, financially capable of
     complying with this Lease, or the portion thereof subject to such
     assignment and/or subletting, according to its terms, (iii) the proposed
     assignee or sublessee will use the Leased Premises for a purpose other than
     as allowed under Article 5 above or (iv) the proposed assignee or sublessee
     will use the Leased Premises for a purpose which violates the exclusive
     rights granted by Landlord to any other lessee in the Building prior to
     such assignment or subletting.

     So long as the proposed assignee or sublessee and such assignment or
     subletting do not violate the terms of (i), (iii) or (iv) of the preceding
     sentence, Landlord hereby consents to any assignment or subletting of this
     Lease or any interest therein to any Affiliate of Tenant (as defined
     below), so long as Tenant gives detailed written notice of such assignment
     or subletting to Landlord at least thirty (30) days prior to the effective
     date of any such assignment or subletting, and so long as such Affiliate
     executes any and all documents reasonably required to bind such Affiliate
     to the terms of this Lease, to the extent applicable to the portion of the
     Lease which is being assigned to or sublet by such Affiliate. A person
     shall be deemed to be an Affiliate of Tenant if (i) Tenant owns at least
     eighty percent (80%) of all issued and outstanding stock or other ownership
     interest in such person, such person owns at least eighty percent (80%) of
     the issued and outstanding stock or other ownership interest in Tenant or a
     third person owns at least eighty percent (80%) of the stock or other
     ownership interest in both the Tenant and the other person who is the
     proposed assignee or sublessee, or the person is an entity into which
     Tenant is merged or entity with which

                                       20
<PAGE>

     Tenant is consolidated, or entity that purchases all or substantially all
     of Tenant's assets; and (ii) there exists no plan or intent by Tenant or
     the Affiliate or Affiliate's parent company, at the time of the assignment
     or subletting, to reduce the percentage of ownership below the amount
     required under this paragraph.

     No such assignment or subletting shall release Tenant from any of the
     obligations to accrue under this Lease, whether before or after the date of
     any such assignment or subletting. If this Lease grants to Tenant any
     option to renew or extend this Lease, no assignee or sublessee, regardless
     of whether approved by Landlord, shall be entitled to exercise such option
     unless the document evidencing Landlord's approval expressly so provides.
     All assignments of this Lease shall be on the Assignment form attached
     hereto as Exhibit I; provided that any assignment documents for an
     assignment shall further provide that, in the absence of an agreement
     between the parties to the contrary, the assignor shall not be liable for
     any increase in any Base Rental or other charges hereunder caused by any
     modification, extension or renewal of this Lease entered into by such
     assignee after the date of such assignment without the assignor's prior
     written consent; provided that (i) no such post-assignment modification,
     extension or renewal shall operate as a release of such assignor, and such
     assignor shall continue to remain liable for all rent and other charges
     under this Lease but such liability shall be limited to the amount which
     would have been due absent such post-assignment modification, extension or
     renewal, and (ii) nothing in this sentence shall operate to prevent
     Landlord from requiring, as part of Landlord's reasonable consent, that
     such assignor remain liable for any such post-assignment modifications,
     extensions and renewals for which assignor has provided its prior written
     consent if the proposed assignee is not, in Landlord's reasonable
     determination, financially capable of complying with this Lease, or the
     portion thereof subject to such assignment, according to its terms.

     No assignee or sublessee of less than all of the Leased Premises shall be
     entitled to Tenant's signage rights under EXHIBIT G attached hereto. So
     long as all assignees and sublessees are Affiliates of Tenant, no
     assignment or subletting shall change or reduce Tenant's signage rights.

16.  TENANT'S DEFAULT.

     16.1 DEFAULT.  If a default shall be made in the payment of any sum to be
          -------
     paid by Tenant under this Lease, and such default shall continue for three
     (3) business days following Tenant's receipt of a statement or written
     notice of non-payment then such default in payment shall be a Tenant
     default under this Lease. If a default shall be made in the performance of
     any of the other covenants or conditions which Tenant is required to
     observe and to perform and such default shall continue for thirty (30) days
     after Landlord's written notice of such default due to nonperformance, or
     if the interest of Tenant under this Lease shall be levied upon under
     execution or other legal process, or if any petition shall be filed by or
     against Tenant to declare Tenant a debtor under the Federal Bankruptcy
     Code, for the reorganization or rehabilitation of Tenant or to delay,
     reduce or modify Tenant's debts or obligations, or if any petition shall be
     filed or other action taken to reorganize or modify Tenant's capital
     structure if Tenant is a corporation or other entity, or if Tenant be
     declared insolvent according to law, or if any assignment of Tenant's
     property shall be made for the benefit of creditors, or if a receiver or
     trustee is appointed for Tenant or Tenant's property, or if Tenant fails to
     take possession of the Leased Premises on the commencement date of the term
     of this Lease or thereafter fails to occupy and conduct its business on the
     Leased Premises on a substantially continuous basis, then Landlord may
     treat the occurrence of any one or more of the foregoing events as a
     default under this Lease (provided that no such levy, execution, legal
     process or petition filed against Tenant shall constitute a default under
     this Lease if Tenant shall diligently contest the same by appropriate
     proceedings and shall remove or vacate the same within twenty (20) days
     from the date of its creation, service or filing.)

     16.2 REMEDIES.  In the event of a default under this Lease by Tenant,
          --------
     Landlord shall have all of the following remedies, in addition to all
     rights and remedies provided at law or in equity:

          16.2.1  TERMINATION OF LEASE.  Landlord may terminate this Lease and
                  --------------------
          forthwith repossess the Leased Premises and be entitled to recover as
          damages a sum of money equal to the total of (i) the cost of
          recovering the Leased Premises, including Landlord's

                                       21
<PAGE>

          attorneys' fees; (ii) the unpaid Base Rent and additional rent earned
          at the time of termination, plus interest thereon at the rate of
          twelve percent (12%) per annum from the due date; (iii) the balance of
          the Base Rent for the remainder of the Lease Term less the reasonable
          rental value if relet under the terms of this Lease; (iv) damages for
          the wrongful withholding of the Leased Premises by Tenant; and (v) any
          other sum of money and damages owed by Tenant to Landlord.

          16.2.2  REPOSSESSION WITHOUT TERMINATION.  Landlord may retake
                  --------------------------------
          possession of the Leased Premises and shall have the right but not the
          obligation, without being deemed to have accepted a surrender thereof,
          and without terminating this Lease, to relet the same for the
          remainder of the term provided for herein upon terms and conditions
          satisfactory to Landlord; and if the rent received through such
          reletting does not at least equal the Base Tent and additional rent
          provided for herein, then Tenant shall pay and satisfy any deficiency
          between the amount of the rent so provided for and that received
          through reletting (and, to the extent any such rent or other charges
          would have accrued after the date of the award, all such future sums
          shall be discounted to present value by using a discount factor equal
          to the rate on Treasury Bills offered at the time of the computation
          with a maturity date as close to the Termination Date as possible),
          and, in addition, Tenant shall pay all reasonable expenses incurred in
          connection with any such reletting, including, but not limited to, the
          cost of renovating, altering and decorating for an occupant and
          leasing commissions paid to any real estate broker or agent and
          attorneys' fees incurred. The foregoing notwithstanding, Landlord
          shall be under a duty to act reasonably in the mitigation of its
          damages herein; however, Landlord shall be under no duty to refrain
          from the showing or letting of other space in the Building.

     16.3 LATE CHARGES.  Tenant hereby acknowledges that the timely payment of
          ------------
     rent is of the essence and that late payment by Tenant to Landlord of rent
     and other sums due hereunder will cause Landlord to incur costs not
     contemplated by this Lease, the exact amount of which will be extremely
     difficult to ascertain. Such costs include, but are not limited to,
     processing and accounting charges and late charges which may be imposed on
     Landlord by the terms of any mortgage or trust deed covering the Leased
     Premises. Accordingly, if any rent or other sum due from Tenant shall not
     be received by Landlord or Landlord's designee within five (5) days after
     the said amount is due, Tenant shall pay to Landlord a late charge, equal
     to five percent (5%) of such overdue amount. The parties hereby agree that
     such late charge represents a fair and reasonable estimate of the cost
     Landlord will incur by reason of late payment by Tenant. No more than one
     (1) time in a given twelve (12) month period under this Lease, Landlord
     will waive collection of a late charge and interest on one (1) late payment
     so long as (i) such late payment is no more than ten (10) days past due;
     (ii) at no time since the Commencement Date has there been more than one
     event of default in any twelve (12) month period under this Lease; and
     every event of default based upon a monetary obligation of Tenant has been
     cured within five (5) days after the event of default occurred. Acceptance
     of such late charge by Landlord shall in no event constitute a waiver of
     Tenant's default with respect to such overdue amount nor prevent Landlord
     from exercising any of the other rights and remedies granted hereunder.

     16.4 CUMULATIVE REMEDIES.  Suit or suits for the recovery of the rents
          -------------------
     and other amounts and damages set forth hereinabove may be brought by
     Landlord, from time to time, at Landlord's election and nothing herein
     shall be deemed to require Landlord to await the date on which this lease
     or the term hereof would have expired by limitation had there been no such
     default by Tenant, or no such termination, as the case may be. Each right
     and remedy provided for in this Lease shall be cumulative and shall be in
     addition to every other right or remedy provided for in this Lease or
     hereafter existing at law or in equity or by stature or otherwise including
     but not limited to suits for injunctive relief and specific performance.
     The exercise or beginning of the exercise by Landlord of any one or more of
     the rights or remedies provided for in this Lease or now or hereafter
     existing at law or in equity or by statute or otherwise shall not preclude
     the simultaneous or later exercise by Landlord of any or all other rights
     or remedies provided for in this Lease or now or hereafter existing at
     law or in equity or by statute or otherwise.  All such

                                       22
<PAGE>

     rights and remedies shall be considered cumulative and nonexclusive. All
     costs incurred by Landlord in connection with collecting any rent or other
     amounts and damages owing by Tenant pursuant to the provisions of this
     Lease, or to enforce any provision of this Lease, including reasonable
     attorney's fees from the date such matter is turned over to any attorney,
     whether or not one or more actions are commenced by Landlord, shall also be
     recoverable as damages by Landlord from Tenant.

     16.5 NO WAIVER.  No failure by Landlord is insist upon the strict
          ---------
     performance of any agreement, term, covenant or condition hereof or to
     exercise any right or remedy consequent upon a breach thereof, and no
     acceptance of full or partial rent during the continuance of any such
     breach, shall constitute a waiver of any such breach or of such agreement,
     term, covenant or condition. No agreement, term, covenant or condition
     hereof to be performed or complied with by Tenant, and no breach thereof,
     shall be waived, altered or modified except by written instrument executed
     by Landlord. No waiver of any branch shall affect or alter this Lease, but
     each and every agreement, term, covenant and condition hereof shall
     continue in full force and effect with respect to any other then existing
     or subsequent breach thereof. Notwithstanding any termination of this
     Lease, the same shall continue in force and effect as to any provisions
     which require observance or performance by Landlord or Tenant subsequent to
     such termination.

     16.6 BANKRUPTCY.  Nothing contained in this Article 16 shall limit or
          ----------
     prejudice the right of Landlord to prove and obtain as liquidated damages
     in any bankruptcy, insolvency, receivership, reorganization or dissolution
     proceeding, an amount equal to the maximum allowed by any statute or rule
     of law governing such a proceeding and in effect at the time when such
     damages are to be proved, whether or not such amount be greater, equal to
     or less than the amounts recoverable, either as damages or rent, referred
     to in any of the preceding provisions of this paragraph.

17.  LANDLORD'S DEFAULT.

     17.1 NOTICE OF LANDLORD.  Landlord shall in no event be charged with
          ------------------
     default in the performance of any of its obligations hereunder unless and
     until Landlord shall have failed to perform such obligation within fifteen
     (15) days (or within such additional time as is reasonably required to
     correct any such default if, within such 15-day period Landlord begins to
     perform and diligently prosecutors its performance continuously thereafter)
     after receipt of written notice to Landlord by Tenant properly specifying
     wherein Landlord has failed to perform any such obligations.

     17.2 NOTICE TO MORTGAGEE.  If the holder of record of any mortgage
          -------------------
     covering the Leased Premises shall have given prior notice to Tenant that
     it is the holder of a mortgage and such notice includes the address at
     which notices to such mortgagee are to be sent, then Tenant shall give
     notice to the holder of record of such mortgages simultaneously with any
     notice given to Landlord to correct any default of Landlord as hereinabove
     provided. The holder of record of any such mortgage shall have the right,
     within thirty (30) days after receipt or said notice, to correct or remedy
     such default before Tenant may take any action under this Lease by reason
     of such default. Any notice of default given Landlord shall be null and
     void unless simultaneous notice has been given to all mortgagees whose
     addresses have theretofore been given to Tenant.

     17.3 LIMITATION OF LANDLORD'S LIABILITY.  Anything in this Lease to the
          ----------------------------------
     contrary notwithstanding, Tenant agrees that it will look solely to the
     estate and property of Landlord in the Building and underlying land for the
     collection of any judgment requiring the payment of money by Landlord in
     the event of any default or breach by Landlord with respect to the terms of
     this Lease; and no other assets of Landlord or any partner of Landlord
     shall be subject to levy, execution or other procedures for the
     satisfaction of Tenant's remedies. This Lease is executed by an officer
     and/or trustee of Integrated Property Management, Inc. in his/her capacity
     as such officer and/or trustee. By execution of this Lease, the Tenant
     agrees that any legal recourse or resort that Tenant has shall be limited
     solely to the Building and underlying land and no shareholder, trustee,
     officer, employee or agent of Landlord shall be personally liable therefor.

18.  CONDEMNATION.

                                       23
<PAGE>

     18.1 EFFECT OF TAKING.  If the Leased Premises or any portion thereof are
          ----------------
     taken under the power of eminent domain, or sold by Landlord under the
     threat of the exercise of said power (all of which is herein referred to as
     "condemnation"), this Lease shall terminate as to the part so taken as of
     the date the condemning authority takes title or possession, whichever
     occurs first. If more than twenty-five percent (25%) of the floor area of
     the Leased Premises or twenty-five percent (25%) of the parking allocated
     to Tenant pursuant to Exhibit "F" is taken by condemnation, Tenant may, at
     its option, terminate this Lease as of the date the condemning authority
     takes possession, by providing Landlord notice in writing of its intent to
     terminate not later than twenty (20) days after Landlord shall have
     notified Tenant of the taking. If all of the Leased Premises or so much of
     the Building is taken by condemnation (even though no part or only a small
     part of the Leased Premises be taken) that Landlord elects not to repair or
     reconstruct the remaining portion, the provisions of Section 12.2 shall
     apply. Failure of Landlord or Tenant to so notify the other party shall
     constitute agreement of said party to continue the Lease in full force and
     effect as to the balance of the Leased Premises.

     18.2 RENT REDUCTION.  If the Lease is not fully terminated after any
          --------------
     taking, then it shall remain in full force and effect as to the portion of
     the Leased Premises remaining; provided the rent payable hereunder shall be
     reduced in proportion to the area taken.

     18.3 AWARDS.  Upon any such taking or purchase, Landlord shall be
          ------
     entitled to receive and retain the entire award or consideration for
     Landlord's fee interest in the affected lands and improvements, and Tenant
     shall not have nor advance any claim against Landlord for the value of its
     property or its leasehold estate or the unexpired Term of the Lease, or for
     costs of removal or relocation, or business interruption expense or any
     other damages arising out of such taking or purchase, provided, that Tenant
     shall have the right to assert a claim against the condemning authority in
     the condemnation action to compensate Tenant for the loss of Tenant's
     leasehold estate in the Leased Premises.

19.  SUBORDINATION AND ATTORNMENT.

     19.1 SUBORDINATION.  Landlord and Tenant agree that this Lease be and the
          -------------
     same hereby is made subject and subordinate at all times to any mortgage
     constituting a first lien against the Building or any other method of
     financing or refinancing in any amounts, and all advances thereon, which
     may now or hereafter be place against or affect any or all of the land
     and/or the Leased Premises and/or any or all of the buildings and
     improvements now or at any time hereafter constituting a part of or
     adjoining the Building, and to all renewals, modifications, consolidations,
     participations, replacements and extensions thereof. The term "mortgages"
     as used herein shall mean and refer to any mortgage or deed of trust
     constituting a first lien on the Property. The aforesaid provisions shall
     be self-operative and no further instrument or subordination shall be
     necessary unless required by any such mortgagee. Should Landlord or any
     mortgagee desire confirmation of such subordination, the Tenant, within ten
     (10) days following Landlord's written request therefor, agrees to execute
     and deliver, without any charge, any and all documents (in form reasonably
     acceptable to such mortgagee) effectuating such priority.

     19.2 ATTORNMENT-NON-DISTURBANCE.  Tenant agrees that in the event of a
          --------------------------
     sale, transfer, or assignment of the Landlord's interest in the Building or
     any part thereof, including the Leased Premises, to attorn to and to
     recognize such sale, transfer or assignment or underlying lessor or
     mortgagee as Landlord under the Lease. In the event of any attornment by
     Tenant, this Lease and Tenant's rights hereunder shall continue undisturbed
     so long as Tenant is not in default hereunder. Notwithstanding anything to
     the contrary contained in this Lease, the subordination of this Lease to
     any mortgage or deed of trust shall be subject to the fulfillment of the
     conditions precedent that (i) the holder of the security interest shall
     have entered into a recognition or attornment agreement with Tenant,
     reasonably acceptable to Tenant, which provides that this Lease shall not
     be adversely affected or terminated by foreclosure or sale pursuant to the
     terms of the mortgage or deed of trust; and (ii) the subordination shall
     not otherwise restrict or limit the rights, or increase the obligations, of
     Tenant under this Lease.

20.  QUIET ENJOYMENT.

                                       24
<PAGE>

     20.1 COVENANT OF QUIET ENJOYMENT.    Landlord agrees that Tenant, upon
          ---------------------------
     paying rent and other monetary sums due under this Lease and performing the
     covenants and conditions of this Lease, may quietly have, hold and enjoy
     the Leased Premises during the term hereof, subject, however, to the
     provision herein referring to subordination and condemnation.

21.  EXTENDED TIME DUE TO DELAY.  Except for Tenant's obligation for the timely
payment of all rent and other sums due under this Lease, whenever either
Landlord or Tenant shall be delayed or restricted in the performance of any of
its obligation herein with respect to the performance of work or repairs by
reason of an inability to obtain materials, services or labor required for such
performance or by reason of any statue, law or regulation of a government
entity, or by reason of any other cause beyond the delayed or restricted party's
control, said party shall be entitled to extend the time for such performance by
a time equal to the extent of the delay or restriction.

22.  GENERAL PROVISIONS.

     22.1 ESTOPPEL CERTIFICATES.  Tenant shall at any time, upon notice from
          ---------------------
     Landlord, execute, but only in connection with a bona fide purchase and
     sale contract or financing application, acknowledge and deliver to Landlord
     a statement in writing: (i) certifying that this Lease is unmodified and in
     full force and effect (or if modified, stating the nature of the
     modifications) and the dates to which the rent and other charges are paid
     in advance; (ii) acknowledging that there are not, to Tenant's knowledge,
     any uncured defaults on the part of Landlord hereunder or specifying such
     defaults if any exist; (iii) acknowledging to any mortgagee that Tenant
     will not modify or amend this Lease without the consent of such mortgagee;
     and (iv) certifying to any other matter about which Landlord may reasonably
     request information. Tenant's failure to execute such written statement
     within ten (10) business days of receipt of Landlord's written notice shall
     constitute a default by Tenant under this Lease.

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

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

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

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

     22.6 MODIFICATIONS FOR MORTGAGE.  In the event any lending institution
          --------------------------
     with whom Landlord has negotiated or shall hereafter negotiate for the
     initial interim/construction the initial mini-perm and the initial
     permanent (for a period of five (5) years or more) financing for the
     Building shall require a modification of this Lease as a condition to
     providing such financing, Landlord shall provide written notice of the
     requirement to Tenant and Tenant agrees with fifteen (15) days to make any
     such modification so long as it does not alter any of Tenant's monetary
     obligations hereunder, or otherwise materially increase Tenant's non-
     monetary obligations. If Tenant fails or refuses to make such modification
     within said fifteen (15) days period, this Lease may, at Landlord's sole
     option, be terminated by Landlord as of the date set forth in a written
     notice from Landlord to Tenant, which date shall in no event be less than
     thirty (30) days following such notice.

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

                                       25
<PAGE>

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

     22.9 AREA DETERMINATION.  Absent further written agreement between the
          ------------------
     parties, the Rentable Area of the Leased Premises of 38,869 square feet
     shall be considered an agreed area, and shall not be subject to unilateral
     challenge by one of the parties for any reason, including, without
     limitation, remeasuring of the Leased Premises or Building, or a
     restructuring of any portion of the interior of the Building (within the
     exterior Building envelope as it is drawn at the execution hereof). The
     Rentable Area may change if the total Building envelope is enlarged or
     reduced through eminent domain or casualty.

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

     22.11  HOLDING OVER: PAYMENTS AFTER TERMINATION.  If Tenant remains in
            ----------------------------------------
     possession of all or any part of the Leased Premises after the expiration
     of the term hereof, without the execution of a new Lease, such tenancy
     shall be deemed to have created and be construed to be tenancy from the
     month to month only terminable on thirty (30) days written notice by either
     party to the other on the same terms and conditions as provided herein,
     except not only as to the term of this Lease, but also except the Base Rent
     to be paid by Tenant shall be equal to the sum of: (i) one hundred fifty
     percent (150%) of the Base Rent paid by Tenant immediately prior to the
     beginning of the holdover period; (ii) 1/12 of the Net Operating Expenses,
     and (iii) any additional sums as may be due under this Lease. No payments
     of money by Tenant to Landlord after the termination of this Lease, in any
     manner, or after giving of any notice (other than a demand for payment of
     money) by Landlord to Tenant, shall reinstate, continue or extend the term
     of this Lease or affect any notice given to Tenant prior to the payment of
     such money. It is agreed that after the service of notice or the
     commencement of a suit or after final judgment granting Landlord possession
     of the Leased Premises, or after any other exercise Landlord's rights and
     remedies hereunder, then the payment of such sums of money, whether as rent
     or otherwise, shall not waive said notice, or in any manner affect any
     pending suit or judgment.

     22.12  ENTRY BY LANDLORD.  Landlord and its agents shall have the right
            -----------------
     to enter the Leased Premises at all reasonable times upon reasonable notice
     under the circumstances for the purpose of examining or inspecting the
     same, to supply janitorial services and any other services to be provided
     by Landlord or Tenant hereafter, and make such alterations, repairs,
     improvements or additions to the Leased Premises or to the Building of
     which they are a part as Landlord may deem necessary or desirable. Tenant
     shall permit Landlord to show the Leased Premises to prospective tenants
     and place "For Lease" signs in, on or about the Leased Premises or the
     Property as will not reasonably interfere with Tenant's use of the Leased
     Premises, but only within the six (6) months prior to the anticipated
     termination date of this Lease. Tenant shall permit Landlord to show the
     Leased Premises to prospective purchasers and place "For Sale" signs on the
     Leased Premises or in such locations as will not reasonably interfere with
     Tenant's use of the Leased Premises. If Tenant shall not be personally
     present to open and permit any entry into the Leased Premises at any time
     when such entry by Landlord is necessary, Landlord may enter by means of a
     master key without liability to Tenant, except for Landlord's negligence or
     willful misconduct, and without affecting this Lease. If, during the last
     month of the term or extension thereof, Tenant shall have removed
     substantially all of its property therefrom, Landlord may immediately, with
     Tenant's written approval, which shall not be unreasonably withheld,
     conditioned or delayed, enter and alter, renovate and redecorate the Leased
     Premises without elimination or abatement of rent or incurring liability to
     Tenant for any compensation. Landlord's access shall be subject to any
     security restrictions imposed on the Tenant by any contracts with the
     United States of America to which Tenant is party and under which Tenant is
     working on the Property. Tenant shall give notice to Landlord of such
     restrictions simultaneously with the execution of this Lease.

                                       26
<PAGE>

     22.13  AUTHORITY.  If Tenant is a corporation, each individual executing
            ---------
     this Lease on behalf of said corporation represents and warrants that he is
     duly authorized to execute and deliver this Lease on behalf of said
     corporation in accordance with a duly adopted resolution of the Board of
     Directors of said corporation or in accordance with the By-Laws of said
     corporation, and that this Lease is binding upon said corporation in
     accordance with its terms. If Landlord or Tenant is a partnership, each
     individual executing this Lease on behalf of said partnership represents
     that he (alone or together with the other parties executing this Lease) is
     duly authorized to execute this Lease on behalf of said partnership in
     accordance with the partnership agreement for said partnership and that
     this Lease is binding on said partnership in accordance with its terms.

     22.14  NOTICES.  All notices or demands of every kind required or desired
            -------
     to be given by Landlord or Tenant hereunder (except for notices under
     Exhibit "C", the Work Letter) shall be in writing and shall be deemed
     delivered on the date which is the first to occur of (i) the date the same
     is hand delivered, (ii) the date and time of confirmed delivery by telefax,
     (iii) the date which is one (1) business day after such notice is delivered
     to a nationally recognized overnight delivery service or (iv) forty-eight
     (48) hours after depositing the notice or demand in the United States mail,
     certified or registered, postage prepaid, addressed to the Landlord or
     Tenant at the addresses set forth in paragraph K of the Summary of Basic
     Lease Terms. All parties shall have the right from time to time to
     designate by written notice to all other parties any other address or place
     where such notice, demand, or request be addressed. Copies of notices to
     legal counsel are for informational purposes only, and a failure to give a
     copy of any notice to legal counsel shall not be deemed a failure to give
     notice.

     22.15  BROKERAGE CLAUSE.  Landlord and Tenant each hereby warrant and
            ----------------
     represent for the benefit of the other that it has not dealt with any real
     estate broker or finder in connection with the transaction evidenced hereby
     except for the broker named in paragraph M of the Summary of Basic Lease
     Terms, for whose commission Landlord shall be responsible, and each party
     hereby agrees to indemnify, defend, and hold the other party harmless from
     and against any and all claims which may be made by any other broker or
     finder in connection with the transaction evidenced hereby resulting from
     the actions of the indemnifying party in connection with this Lease.

     22.16  BANKRUPTCY.  Landlord and Tenant understand that notwithstanding
            ----------
     certain provisions to the contrary contained herein, a trustee or debtor in
     possession under the Bankruptcy Code of the United States may have certain
     rights to assume or assign this Lease; Landlord and Tenant further
     understand that in any event Landlord is entitled under the Bankruptcy Code
     to adequate assurances of future performance of the terms and provisions of
     this Lease. For purposes of any such assumption or assignment, the parties
     hereto agree that the term "adequate assurance" shall include at least the
     following:

     22.16.1    NET WORTH CAPABILITY.  In order to assure Landlord that
                --------------------
     the proposed assignee will have the resources with which to pay the rent
     called for herein, any proposed assignee must have demonstrated to
     Landlord's satisfaction a net worth (as defined in accordance with
     generally accepted accounting principles consistently applied) at least as
     great as the new worth of Tenant on the date this Lease became effective
     increased by seven percent (7%) for each year from the commencement of this
     lease term through the date of the proposed assignment. The financial
     condition and resources of Tenant were a material inducement to Landlord in
     entering into this Lease.

            22.16.2  AGREEMENT TO BE BOUND.  Any proposed assignee of this
                     ---------------------
            Lease must assume and agree to be personally bound by the terms,
            provisions and covenants of this Lease.

            22.16.3  ADEQUATE ASSURANCES AND CURE.  Notwithstanding anything
                     ----------------------------
            to the contrary

                                       27
<PAGE>

            contained in this Lease, if a Trustee in Bankruptcy assumes control
            over Tenant's rights under this Lease, the Trustee shall provide the
            Landlord with adequate assurance of future performance under this
            Lease, cure or give adequate assurance that he will cure the default
            and shall compensate Landlord for actual loss resulting from the
            Tenant's bankruptcy. If the Trustee elects to assign such rights to
            any third party, "adequate assurance of future performance" shall be
            deemed to be the Base Rent paid hereunder increased to the then
            current Base Rate which Landlord would charge for comparable space
            in the Building as of the date of the Tenant filing its petition for
            Bankruptcy.

     22.17  PARKING.  So long as Tenant is not in default under this Lease,
            -------
     Tenant shall be entitled to lease the number of parking spaces set forth in
     Exhibit "F" of the Lease and will pay Landlord the per month rent for each
     such space as set forth in Exhibit "F" of the Lease on the first day of
     each month during the term hereof.

     22.18  LEASE SUBJECT TO APPROVAL OF MORTGAGEE.  This Lease is subject to
            --------------------------------------
     the approval of Bank One, Colorado, NA, who is the proposed beneficiary of
     a first deed of trust encumbering the property. If such approval is not
     obtained from Bank One, Colorado, NA on or before thirty (30) days
     following the mutual execution date hereof, Landlord may within ten (10)
     days following expiration of such thirty (30) day period, terminate this
     Lease by written notice to Tenant whereupon the parties shall be released
     of all obligations to each other. If Landlord fails so to terminate the
     Lease as set forth above, then this Lease shall continue in full force and
     effect.

     22.19  FINANCIAL STATEMENTS.  If financial information is requested in good
            --------------------
     faith by any existing or prospective lender or mortgagee, appraiser,
     accountant, auditor or purchaser of the Building and/or Premises, Tenant
     (and all guarantors and assignors) shall at any time and from time to time,
     upon not less than ten (10) business days' prior written notice from
     Landlord, deliver to such requesting person, in a form reasonably
     satisfactory to such requesting person, as designated by Landlord, a full
     and complete current balance sheet for Tenant and all guarantors and
     assignors (if any) of Tenant's obligations under this Lease, certified to
     be an accurate statement of Tenant's (and, if applicable, the guarantors')
     current financial condition (i.e. within the ninety (90) days prior to the
     date of delivery to Landlord), and an accurate, full and complete income
     statement for Tenant and all guarantors and assignors, if any, for the
     current and one preceding calendar years. Any such financial statements
     must be kept confidential and may be relied upon by any such existing or
     prospective purchaser, lender, appraiser, accountant, auditor or mortgagee.

     22.20 RELATIONSHIP OF THE PARTIES.  Nothing herein contained shall be
           ---------------------------
     deemed or construed by the parties hereto, nor by any third party, as
     creating the relationship of principal and agent; partners; or joint
     venturers between the parties hereto, and it is hereby understood and
     agreed that neither the method of computation of rent, nor any other
     provisions contained herein, nor any acts of the parties hereto, shall be
     deemed to create any relationship between the parties hereto other than the
     relationship of Landlord and Tenant.

     22.21 COUNTERPARTS.  This Lease may be executed in several counterparts,
           ------------
     each of which shall be deemed an original, and all such counterparts shall
     together constitute one and the same instrument.

23.  HAZARDOUS WASTE.

     23.1 HAZARDOUS WASTE.  Tenant shall not bring or allow any of its agents,
          ---------------
     employees, contractors or invitees to bring, onto or about the Leased
     Premises or the Building, any Hazardous Materials. For purposes of this
     Lease, the term "Hazardous Materials" shall mean any one or more of the
     following: (a) any "hazardous waste" as defined by the Resource
     Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as
     amended from time to time, and regulations promulgated thereunder; (b) any
     "hazardous substance" as defined by the

                                       28

<PAGE>


     Comprehensive Environmental Response, Compensation and Liability Act of
     1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA"), as amended from time to
     time and regulations promulgated thereunder; (c) asbestos; (d)
     polychlorinated biphenyls; and (e) any other substance, in a quantity
     which, by any governmental rules, statutes or regulations, requires special
     handling or notification of any federal, state or local governmental entity
     in its collection, storage, treatment or disposal.

     23.2   The parties acknowledge that Landlord has, prior to the execution of
     this Lease, provided a current update dated August 19, 1996 prepared by Due
     Diligence Advisors, Inc. to the original Phase I Environmental Audit done
     in 1990, prepared by Due Diligence Advisors, Inc. (the "1996 Phase I
     Report") to Tenant. If, during the performance of the work described in
     EXHIBIT B attached hereto, any Hazardous Materials are discovered in or
     about the Leased Premises or the Building, Landlord shall, at its sole cost
     and expense, remove all such Hazardous Materials, to the extent remediation
     is required under current federal, state or local government statutes,
     regulations or ordinances, prior to commencement of or during the Building
     Construction or the Tenant Finish Work.

     23.3   Landlord represents and warrants to Tenant that, to the best of
     Landlord's actual knowledge, no Hazardous Materials are or have been
     present, released, stored, generated, transported to or from, or disposed
     of on, under or about the Leased Premises or the Building, other than as
     reported in the 1996 Phase I Report, and no Hazardous Materials are
     contained in the Building or any other improvements or facilities located
     on the property on which the Building is situated. Unless caused by the
     negligence, conduct or misconduct of Tenant, Landlord shall indemnify,
     defend and hold harmless Tenant, its officers, directors, shareholders,
     employees, attorneys, agents, partners, affiliates, successors and assigns
     from and against any and all claims, liabilities, losses, response,
     remedial or removal costs, damages, costs or expenses (including, without
     limitation, attorneys' fees) arising out of or incurred in connection with
     the presence, release storage, generation, transportation, remediation,
     removal or disposal of any Hazardous Materials on, under or about the
     Leased Premises or contained in the Building or any other improvements or
     facilities located on the property on which the Building is situated.
     Landlord's obligations under this paragraph shall survive the expiration or
     termination of this Lease. Any provisions of this paragraph to the contrary
     notwithstanding, Tenant shall have no claim against Landlord for any
     violation of this paragraph of which Tenant had knowledge prior to the
     execution of this Lease.

     23.4   Tenant shall indemnify, defend and hold harmless Landlord enant, its
     officers, directors, shareholders, employees, attorneys, agents, partners,
     affiliates, successors and assigns from and against any and all claims,
     liabilities, losses, response, remedial or removal costs, damages, costs or
     expenses (including, without limitation, attorneys' fees) arising out of or
     incurred in connection with the presence, release storage, generation,
     transportation, remediation, removal or disposal of any Hazardous Materials
     brought by Tenant, its agents, employees, contractors or invitees on, under
     or about the Leased Premises or contained in the Building or any other
     improvements or facilities located on the property on which the Building is
     situated. Tenant shall not bring or allow any of its agents, employees,
     contractors or invitees to bring, onto or about the Leased Premises or the
     Building, any Hazardous Materials.

     23.5   Each party herein shall immediately advise the other, in writing, in
     the event such party becomes aware that there is located on or about the
     Leased Premises or the Building, or that such party or other tenant or any
     other person intends or may bring onto or about the Leased Premises or the
     Building any Hazardous Materials. Each party herein shall save, hold
     harmless and indemnify the other from all claims, suits and liabilities
     which may be brought as a result of the use, storage or transportation of
     any Hazardous Materials in or about the Leased Premises or the Building by
     such party, its agents, contractors or invitees.

                                       29
<PAGE>


IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the dates
below written.

Address:                                    LANDLORD:
c/o Integrated Property Management, Inc.    WOODMEN OFFICE CAMPUS II JV L.L.C.,
455 Sherman Street, Suite 140               A COLORADO LIMITED LIABILITY COMPANY
Denver, Colorado 80203
                                                   /s/ LOREN E. SNYDER
                                            By:_________________________________

                                            Name:  LOREN E. SNYDER
                                                 _______________________________

                                            Title: MANAGER
                                                  ______________________________

                                                   October 11, 1996
                                            Date:_______________________________


Address:                                    TENANT:
      7450 Campus Drive, Suite 200          OPTIKA IMAGING SYSTEMS, INC.,
      Colorado Springs, Colorado 80920      A DELAWARE CORPORATION

                                                   /s/ STEVEN M. JOHNSON
                                            By:_________________________________

                                            Name:  STEVEN M. JOHNSON
                                                 _______________________________

                                            Title: VICE PRESIDENT AND
                                                         CHIEF FINANCIAL OFFICER
                                                  ______________________________

                                                   OCTPBER 11, 1996
                                            Date:_______________________________


                                      30
<PAGE>

                       LEGAL DESCRIPTION OF THE PROPERTY


APPROXIMATELY 5.5 ACRES TO BE PLATTED AS LOT 2 FROM THE FOLLOWING:

THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 13 SOUTH, RANGE 66
WEST OF THE 6TH P.M., IN THE CITY OF COLORADO SPRINGS, EL PASO COUNTY, COLORADO,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION 8; THENCE SOUTH 01 DEGREES 10
MINUTES 05 SECONDS WEST ON THE WESTERLY LINE OF SAID SECTION 8, A DISTANCE OF
848.38 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF INTERSTATE HIGHWAY
25; THENCE SOUTH 08 DEGREES 32 MINUTES 52 SECONDS EAST ON SAID EASTERLY RIGHT OF
WAY LINE, 295.30 FEET; THENCE SOUTH O5 DEGREES 02 MINUTES 52 SECONDS EAST, ON
SAID RIGHT OF WAY LINE, 373.73 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00
SECONDS EAST, 441.71 FEET TO THE EASTERLY LINE OF THE VACATED WESTERLY 20 FEET
OF VINCENT DRIVE PER VACATION PLAT RECORDED IN BOOK H-3 AT PAGE 14; THENCE NORTH
02 DEGREES 56 MINUTES 42 SECONDS WEST ALONG THE EASTERLY LINE OF SAID VACATED 20
FEET, A DISTANCE OF 79.28 FEET TO A POINT ON THE EASTERLY EXTENSION OF THE LINE
COMMON TO LOTS 1 AND 2, BLOCK 15, FALCON ESTATES NO. 1; THENCE NORTH 02 DEGREES
29 MINUTES 51 SECONDS WEST, ALONG THE EASTERLY LINE OF SAID VACATED 20 FEET,
670.05 FEET TO A POINT ON THE EASTERLY EXTENSION OF THE NORTHERLY LINE OF
AFORESAID LOT 2; THENCE SOUTH 87 DEGRESS 30 MINUTES 09 SECONDS WEST, ALONG SAID
NORTHERLY LINE AND ITS EASTERLY EXTENSION 47.77 FEET TO THE NORTHWEST CORNER OF
SAID LOT 2 AND THE SOUTHWEST CORNER OF LOT 3 AND A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY AS SAID RIGHT
OF WAY EXISTED PRIOR TO RELOCATION IN ABOUT 1903; THENCE NORTH 02 DEGREES 36
MINUTES 51 SECONDS EAST, ALONG THE WESTERLY LINE OF AFORESAID LOT 3 AND THE
EASTERLY LINE OF SAID RAILROAD RIGHT OF WAY, 124.54 FEET TO A POINT OF CURVE;
THENCE NORTHERLY AND NORTHWESTERLY ALONG THE EASTERLY LINE OF SAID RAILROAD
RIGHT OF WAY AND THE WESTERLY LINE OF LOTS 3 AND 4, BLOCK 15, IN AFORESAID
FALCON ESTATES NO. 1 AND ON A CURVE TO THE LEFT, WITH A RADIUS OF 985.45 FEET
AND A CENTRAL ANGLE OF 39 DEGREES 40 MINUTES 25 SECONDS, AN ARC DISTANCE OF
682.36 FEET TO THE NORTHWEST CORNER OF FALCON ESTATES NO. 1, SAID CORNER BEING A
POINT ON THE NORTHERLY LINE OF AFORESAID NORTHWEST QUARTER OF SECTION 8; THENCE
NORTH 89 DEGREES 18 MINUTES 16 SECONDS WEST, ALONG SAID NORTHERLY LINE, 227.88
FEET TO THE POINT OF BEGINNING.  NOTE: BENEFICIAL EASEMENT FOR INGRESS AND
EGRESS, INCLUDING REASONABLE VEHICULAR ACCESS TO THE SUBJECT PROPERTY AS
CONTAINED IN INSTRUMENT RECORDED JANUARY 31, 1985 IN BOOK 3967 AT PAGE 310.


                     (TO BE REPLACED FOLLOWING REPLATTING)


<PAGE>

                                   Exhibit B
                              THE LEASED PREMISES


        Suite 200 - comprising approximately 38,869 rentable square feet
                               7450 Campus Drive
                       Colorado Springs, Colorado  80920


<PAGE>

                            Exhibit C - Work Letter

                                  WORK LETTER

    This Work Letter is dated SEPTEMBER 30, 1996 between WOODMEN OFFICE CAMPUS
II JV L.L.C., A COLORADO LIMITED LIABILITY COMPANY ("Landlord") and OPTIKA
IMAGING SYSTEMS, INC., A DELAWARE CORPORATION ("Tenant").

    A.  This Work Letter is attached to and forms a part of that certain Lease
dated SEPTEMBER 30, 1996 (the "Lease"), pursuant to which Landlord has leased to
Tenant office space in a to be constructed office building known as WOODMEN
OFFICE CAMPUS II, located at 7450 CAMPUS DRIVE, COLORADO SPRINGS, COLORADO (the
"Building").

    B.  Landlord desires to make improvements to the Leased Premises, and Tenant
desires that Landlord make them, prior to occupancy, upon the terms and
conditions contained herein.

    Therefore, the parties agree as follows:

    I.  DEFINITIONS.  In this Work Letter, some of the defined terms are as
        -----------
follows:

    A. Architect:  Gray Design Group of Colorado, Inc.
       ---------

    B. Base Building:  Those elements of the core and shell construction of the
       -------------
Building that are completed in preparation for the improvements to the Leased
Premises defined as follows:

        1) Structural shell including foundations, exterior load-bearing site
           cast concrete walls, structural steel framing and decks for floors
           and roof, concrete slab on grade for first floor and concrete topping
           slab for second floor.  Floors are designed to support a live load of
           fifty (50) pounds per square foot and an additional partition load of
           twenty (20) pounds per square foot.  Floors are to be level and
           smooth within normal industry standards and ready to receive floor
           coverings.

        2) Supply complete EPDM roof membrane system including rock ballast and
           roof deck insulation board, and parapet wall flashing.

        3) Insulated-glass window system with painted aluminum frames, installed
           in window openings and insulated glass panels glazed into painted
           storefront framing system at building entry/lobby areas.

        4) Plumbing system installed complete including fixtures in public
           restrooms, and one (1) vertical rough stack adjacent to an interior
           column in each wing of the building for future connection of
           kitchen/coffee bar sinks in the Leased Premises.  Drinking fountains
           with chilled water installed in compliance with applicable laws
           (including the current ADA) and building codes.

        5) Makeup-air system installed complete including gas-fired makeup-air
           fan unit installed on building roof, and vertical duct system to
           distribute make-up air into ceiling plenum(s) of the Leased Premises
           in accordance with current ASHRAE standards.   (If hard ducting of
           make-up air to individual heat pump units is required by code related
           requirements related to tenant occupancy, the cost of furnishing and
           installing this ductwork shall be considered a part of the Tenant
           Finish Work.)

        6) Water-source heat pump system including cooling tower and boilers to
           produce the tempered water for the heat pump circulating loop, and
           heat

                                      C-1
<PAGE>

           pumps (one (1) heat pump per 1,200 square feet of rentable area)
           mounted in ceiling plenum and connected to tempered water circulating
           loop, with condensate pans connected to building sanitary sewer
           system.  (Additional heat pumps and distribution ductwork from heat
           pumps to diffusers installed in the ceiling grid of individual spaces
           in the Leased Premises shall be considered part of the Tenant Finish
           Work.)

       7)  Complete electrical service entry for a 480/277 volt 3-phase
           electrical system, including subfeeders to 480/277 volt lighting
           panels and heat pump power panels in electrical closets located
           adjacent to public restroom core on each floor of the building.
           Connection of heat pump units to power panels, and step-down
           transformers and panelboards for 208/120 volt convenience electrical
           uses is also included.

           Emergency light fixtures in stairwells and code required minimum
           emergency light fixtures installed in future Leased Premises.
           (Installation of 2' X 4' "lay-in" fluorescent light fixtures with
           prismatic plastic lenses in the ceiling grid, and wiring connection
           of these light fixtures to lighting panels in the electrical closets
           shall be considered a part of the Tenant Finish Work.)

           All wiring of convenience electrical circuits from the 208/120 volt
           convenience electrical panels to convenience electrical outlets
           (including all dedicated electrical outlets and wiring connections to
           furniture systems) shall be considered part of the Tenant Finish
           Work.

       8)  Steel stud framing to deck, drywall both sides to deck, and interior
           finishes (including finished walls, ceilings, ceramic tile floors and
           wet wall wainscot, and adequate lighting) of public restrooms.
           Toilet partitions and all normally installed toilet accessories for
           public restrooms (including necessary plumbing,  fixtures, vanities,
           and mechanical system distribution).

       9)  Steel stud framing to deck, drywall both sides of walls to deck,
           paint finish to interior walls of electrical closets, janitors
           closets, mechanical rooms, etc.

       10) Steel stud framing and 3" thermal insulation batts at exterior
           walls and aluminum window sills supported by steel stud framing are
           included.  Drywall installed above the window heads is included in
           the Base Building and all drywall installed on exterior walls, below
           the window heads shall be considered part of the Tenant Finish Work.

       11) Steel stud framing and drywall both sides of walls of deck to
           create stairwell enclosures, and paint finish to interior
           concrete/drywall walls of stairwells.  Stairwells to be in compliance
           with applicable building codes.

       12) All exterior sitework, including site grading, landscaping, site
           utilities, asphalt parking lots, concrete sidewalks, curbs, gutter
           and site lighting.

       13) Core Doors.

           a. Building Standard solid core birch veneer doors for stairwells,
              electrical, mechanical, janitorial and telephone rooms and public
              restrooms all installed, primed, sanded, stained and sealed.

                                      C-2
<PAGE>

           b. Doors finished and completed with frame, trim, necessary hardware,
              electric door releases and/or magnetic hold-open devices and
              closers, where required by code.

       14) Life Safety.

           a. Life safety improvements including life safety panel(s) (the cost
              of which will be paid by Landlord and not deducted from the Tenant
              Improvement Allowance) to the extent required by shell and core
              construction for a temporary certificate of occupancy for the
              Building.

           b. A sprinkler system installed in compliance with code for floors,
              including main loop connected to core and drops in place with
              heads installed per code for an unimproved (non-occupied) floor.

           c. Firehose and extinguisher cabinets finished and installed as
              required by code for shell and core construction.

           d. Smoke detectors in all areas as required by code.

           e. Fire extinguishers as required by code for shell and core
              construction.

           f. Fire horns and exit signs as required by code for shell and core
              construction.

           g. Electric door releases and magnetic hold-open devices, as
              applicable, installed for all fire doors.

           h. Two (2) hour fire rated separation wall delineating each floor
              into two (2) distinct areas for fire separation.  The position of
              this wall has been predetermined to aline with the tenant finish
              work approved for the first floor.  (Deviations in the positioning
              of the wall on the second floor to accommodate the Tenant Finish
              Work herein shall be considered part of the Tenant Finish Work.)

    C. Building Standard:  component elements utilizing the design and
       -----------------
construction of the improvements that have been agreed by Tenant and Landlord in
the Working Drawing Documents to ensure uniformity of quality, function and
appearance throughout the Building.  These elements include, but are not limited
to, ceiling systems, doors, hardware, walls, floor coverings, finishes, window
coverings, light fixtures and HVAC components.

    D. Change Order:  any change, modification or addition to the Final Space
       ------------
Plan or the Working Drawing Documents or the Tenant Finish Work after Tenant and
Landlord have approved the Final Space Plan.

    E. Construction Schedule:  a schedule depicting the relative time frames and
       ---------------------
the various activities, including projected timing for communications cabling
and punch list work, related to the construction of the improvements in the
Leased Premises to be initially provided by Landlord to Tenant on or before
OCTOBER 1, 1996 and to be updated from time to time as required.

    F. Preliminary Space Plan: One (1) scaled drawing in sketch format which
       ----------------------
(i) has been approved by Landlord and Tenant; (ii) clearly shows the Building
shell and core with the location of the Leased Premises, layout of an office and
other rooms depicting partitions, door locations and room specs, delineate
furniture systems and locations of upgrades including built-in cabinetwork,
counters, operable walls, etc. as allowed by Landlord.

                                      C-3
<PAGE>

    G.  Final Space Plan:  one or more drawings of the Leased Premises, which
        ----------------
(i) have been approved by Landlord and Tenant; and (ii) clearly show the layout
of all offices and other rooms, depicting partitions, door locations, types and
locations of all electrical, data and telephone outlets, and types and locations
of all furniture systems and equipment, with equipment specifications and
locations for glazing and built-in casework.

    H.  Landlord's Representative: Landlord hereby appoints LOREN E. SNYDER to
        -------------------------                           ---------------
act as its sole representative in all matters associated with this Work Letter.
Landlord may change its designated Landlord's Representative only by further
written notice to Tenant, and may only have one Landlord's Representative at any
time.  All matters involving Landlord's involvement with the administration of
the construction under this Work Letter shall be conducted only through
Landlord's Representative.

    I.  Project Design Schedule:  The schedule of design activities and target
        -----------------------
dates for these activities to be completed or started attached to this Work
Letter.

    J.  Substantial Completion:  Substantial Completion shall be the earlier of
        ----------------------
(i) the issuance of a Temporary Certificate of Occupancy or its equivalent, from
the appropriate governmental authority enabling Tenant to install its
furnishings and equipment for the entire Leased Premises subject only to an
written agreed punch list signed by Landlord and Tenant, or (ii) upon the
issuance of a Certificate by the Architect that the cost to complete the Tenant
Finish Work will not exceed three percent (3%) of the total cost therefor
subject to Tenant being able to install its furnishings and equipment for the
entire Leased Premises and a written agreed punch list signed by Landlord and
Tenant.  Upon completion of the Tenant Finish Work in the Leased Premises, the
Landlord, Tenant and Architect shall conduct a final walk-through in such Leased
Premises to develop a punch list.  Landlord shall give Tenant three (3) business
days prior notice of such intended walk-through, and, so long as the intended
walk-through is during normal business hours, failure of the Tenant to attend
shall not prevent the compilation of the punch list for such Leased Premises by
the Architect and Landlord.  During or promptly after each such walk-through,
the Architect will assign a cost to each item on the punch list, and certify his
figures.  If the aggregate cost of the outstanding matters on such punch list
exceeds three percent (3%) of the total cost for the Tenant Finish Work, the
Leased Premises shall not be deemed to be Substantially Complete, and another
walk-through shall be done after another prior notice thereof by Landlord.  If
the aggregate cost of the outstanding matters on such punch list is equal to or
less than three percent (3%) of the total cost for the Tenant Finish Work for
the Leased Premises, Tenant Finish Work shall be deemed to be Substantially
Complete.

    K.  Tenant Finish Work:  Except as noted herein, all labor and materials
        ------------------
necessary to complete the Leased Premises in accordance with the Final Space
Plan and the Working Drawing Documents.

    L.  Tenant's Representative:  Tenant hereby appoints STEVEN M. JOHNSON to
        -----------------------                          -----------------
act as its representative in all matters associated with this Work Letter who
shall be fully authorized to make all decisions and give all approvals requested
or required for the project.  Tenant may change its designated Tenant's
Representative only by written notice to Landlord, and may only have no more
than one Tenant's Representative at any time.  All matters involving Tenant's
involvement with the administration of the construction under this Work Letter
shall be conducted only through Tenant's Representative.

    M.  Working Drawing Documents:  Construction documents (including plans,
        -------------------------
specifications, details and required schematics) detailing the improvements and
conformation to building codes, complete in form and content and containing all
information from the Final Space Plan in the detail required to allow for
competitive bidding for and construction of the Tenant Finish Work, except for
detailed electrical and mechanical engineering design documents, which are to be
provided on a design-build basis by selected electrical and mechanical
contractors.

    II. IMPROVEMENTS.
        ------------

                                      C-4
<PAGE>

    A. General Procedure:  Landlord has hired Gray Design Group of Colorado,
       -----------------
Inc. to act as Architect for the project and to help Tenant complete the Final
Space Plan, and all costs therefor shall be part of the planning costs for the
Tenant Finish Work.  Immediately after mutual execution hereof, and from time to
time as needed thereafter, Tenant shall meet with its own space planner and/or
the Architect to prepare the Final Space Plan for the Leased Premises.  Tenant
shall cause the Final Space Plan to be completed by its in-house space planner
and/or the Architect as soon as possible after the mutual execution hereof, and
the parties understand that the Commencement Date under the Lease is affected by
the delivery date of the Final Space Plan from Tenant to Landlord.  A copy of
any proposed Final Space Plan shall be delivered to Landlord, and Landlord shall
be deemed to have approved same unless Landlord specifies its written objections
thereto within three (3) business days after receipt.  Immediately after the
Final Space Plan has been approved by Tenant and Landlord, and from time to time
as needed or as requested by the Architect, the Tenant Representative shall
furnish necessary information and make decisions required for Architect to
complete the Working Drawing Documents.  The date of any approval by Landlord of
any major material change to the Final Space Plan requested or required by
Tenant after the Final Space Plan has been previously approved by Landlord and
Tenant shall be deemed to be the date on which the Final Space Plan was issued
by Tenant.  If any changes are made by Tenant to the Final Space Plan after
approval thereof by Landlord and Tenant the time elapsed between the date the
Final Space Plan was approved by both parties and the time the change(s) is
approved by both parties may be deemed a Tenant-Caused Delay if the change(s)
result in a net delay in the preparation of the Working Drawing Documents or in
the construction of the Tenant Finish Work.  A copy of all or any part of the
proposed Working Drawing Documents shall be delivered to Tenant, and Tenant
shall be deemed to have approved the same unless Tenant specifies its written
objections thereto within three (3) business days after receipt.

    B. The Work:  The project contemplated by this Work Letter is made up of the
       --------
following:

       1. Planning.  The Planning shall include the development of a Final Space
          --------
          Plan and Working Drawing Documents, including supporting engineering
          studies, if necessary. Landlord shall designate the engineers, space
          planners and contractors to perform the planning work subject to
          Tenant's reasonable approval. Landlord shall have primary
          responsibility to work with such engineers, space planners, and
          contractors during the planning stage to ensure that the Working
          Drawing Documents are completed, approved by Landlord and accepted by
          Tenant, no later than NOVEMBER 15, 1996. Tenant shall perform all of
          its obligations by the target dates specified in the Project Design
          Schedule attached hereto and any delay of Tenant in providing
          documents and information and/or responding to submittals for approval
          by the target dates specified in the Project Design Schedule shall be
          deemed to be part of the Tenant-Caused Delay pursuant to paragraph 6.3
          hereof.

       2. Construction.  Landlord shall arrange for all labor and materials
          ------------
          necessary to complete the Tenant Finish Work. The Tenant Finish Work,
          which will create finished ceilings, walls and floor surfaces, HVAC,
          lighting, electrical and fire protection, and which shall be at
          Tenant's cost, subject to the TIA (as defined below), shall include:

          a. All Planning, as defined in Article B.1., and Construction, as
             defined in Article B.2., costs associated with the Tenant Finish
             Work for the Leased Premises;

          b. All costs incurred by Landlord associated with the preparation of
             and engineering for the Final Space Plan as completed by the
             Architect, the Working Drawing Documents, all other Construction
             drawings and details, and all permitting fees;

          c. Any improvements to the Leased Premises:

                                      C-5
<PAGE>

          d. A construction management fee equal to five percent (5%) of all of
             Planning Costs and Construction Costs shall be paid to Integrated
             Property Management, Inc. (IPM), which will act as Construction
             Manager. A construction management fee equal to seven and one-half
             percent (7 1/2%) of all costs of Planning Costs and Construction
             Costs required under all Change Orders requested by Tenant or
             necessitated by Tenant's acts or omissions, shall also be paid to
             IPM.

       3. Personal Property.  The improvements will not include personal
          -----------------
property items, such as decorator items or services, artwork, plants, furniture,
equipment or the fixtures not permanently affixed to the Leased Premises.

    3. PROJECT CONSTRUCTION.  All of the Base Building and Tenant Finish Work
       --------------------
will be performed by a general contractor selected and engaged by Landlord.

    4. COST RESPONSIBILITY.
       -------------------

    4.1 Tenant Improvement Allowance.  Landlord will pay all third-party costs
        ----------------------------
of the Planning required to finalize the Final Space Plan and to prepare the
Working Drawing Documents (the "Planning Costs"), and to perform the Tenant
Finish Work in accordance with the Final Space Plan and the Working Drawing
Documents (the "Construction Costs") over and above the Base Building items
defined herein, provided that Landlord shall not be obligated to pay more than
the TIA for all Planning and Construction Costs.  For purposes of this Lease,
the "TIA" shall mean TWENTY-FOUR AND 00/100 DOLLARS ($24.00) for each rentable
square foot of floor area in the Leased Premises. Provided that Tenant is not in
default under this Lease, Tenant shall be entitled to credit any unused portion
of the TIA toward its rent obligations under this Lease.  The amount of the TIA
allowance to be provided by Landlord shall not be changed due to any
fluctuations in the costs of materials or labor.

    4.2 Excess Tenant Improvements.  If the construction costs exceed the TIA
        --------------------------
of TWENTY-FOUR AND 00/100 DOLLARS ($24.00)  per rentable square foot, Landlord
agrees to pay for same, up to an additional FIVE AND 00/100 DOLLARS ($5.00) per
rentable square foot (the "Excess TIA") but only if the costs are physical
improvements to the Building, or are part of the installation, wiring or cabling
of (but not the purchase of) the Tenant's trade fixtures, furnishings or
equipment.  The Excess TIA shall be repaid by Tenant to Landlord, plus interest
thereon at the rate of thirteen percent (13%).  As soon as the Excess TIA is
calculated, Landlord shall send a notice thereof to Tenant.  Interest shall
accrue on such Excess TIA from the date the Excess TIA is actually paid by the
Landlord for the construction costs, regardless of when the notice thereof is
provided to Tenant; provided, however, Tenant may, at Tenant's option pay the
Excess TIA to Landlord, in full, within ten (10) days after receipt of
Landlord's notice, in which event no interest shall accrue or be payable with
respect to the Excess TIA.  In the event Tenant does not so pay the Excess TIA
as a lump sum payment, Tenant agrees to pay, on the first (1st) day of each and
every month, starting with the first (1st) day of the calendar month after the
calendar month in which the  Commencement Date falls, an amount equal to the
Amortized Excess TIA.  The "Amortized Excess TIA" shall mean the total Excess
TIA spent by the Landlord, plus the current applicable interest thereon, based
on an amortization which will pay all interest and principal thereof on a level
payment amortization by the end of the initial term of this Lease.  After the
initial establishment of the amount of the monthly payment necessary to amortize
the Excess TIA, Landlord shall have no further obligation to bill Tenant
therefor, and Tenant shall make such monthly installments, on the same day as
base rent is due, without further notice.  Failure to pay same shall constitute
a default of the Lease.

    4.3 Tenant's Costs.  Tenant will pay to Landlord all Planning Costs and
        --------------
Construction Costs in excess of the TIA and Excess TIA, except for such costs
which are expressly made the obligation of the Landlord under this Work Letter.
All such costs will be paid by Tenant within fifteen (15) days of Tenant's
receipt of an invoice from Landlord tendered with a copy of the receipts
verifying Landlord's payment of such costs, provided that Landlord may not
render any such billing to Tenant prior to the earlier of Substantial Completion
of the Leased Premises or

                                      C-6
<PAGE>

such time as the total Construction Costs in excess of the TIA exceed ONE DOLLAR
($1.00) per square foot.

    4.4  Landlord's Costs.  Landlord shall  be  responsible  for  all  costs
         ----------------
associated  with creating the Base Building except for those modifications to
the  Base  Building  required  by Tenant's additional or unique requirements.

    5.   LANDLORD'S APPROVAL. Landlord, in its sole discretion, may withhold its
         -------------------
approval of any Final Space Plan or Working Drawing Documents which, and Tenant
shall have no right to make any Change Order which:

    5.1  Exceeds or adversely affects the integrity of the Building or any part
of the HVAC or the systems of the Building.

    5.2  Is not approved by the holder of any mortgage or deed of trust
encumbering the Building at the time the work is proposed.

    5.3  Would not be approved by a prudent owner of property similar to the
Building.

    5.4  Violates any agreement that affects the Building or binds the Landlord.

    5.5  Landlord reasonably believes will increase the cost of operation or
maintenance of any of the systems in the Building.

    5.6  Landlord reasonably believes will reduce the market value of the Leased
Premises or the Building at the end of the term.

    5.7  Does not conform to applicable building codes or is not approved by any
government, quasi-governmental, or other authority with jurisdiction over the
Leased Premises or Building.

    5.8  Does not comply with any of the requirements of the Lease or its
Exhibits, including this Work Letter.

    6.   SCHEDULE OF IMPROVEMENT ACTIVITIES.
         ----------------------------------

    6.1  Landlord will cause the Architect to prepare and deliver to Tenant the
Working Drawing Documents based upon the approved Final Space Plan.  Tenant
shall give its immediate attention to approval of the Working Drawing Documents
and Tenant shall respond to the Landlord within three (3) business days after
each and every submission is made to a Tenant Representative by hand delivery,
facsimile transmission, or overnight courier service.  Tenant's failure to
object in writing to any such submission within such three (3) business days
shall constitute approval thereof.

    6.2  Following approval of the Final Space Plan, Landlord will cause
application to be made to the appropriate governmental authorities for necessary
approvals and building permits.  Upon receipt of the necessary approvals and
permits, and, upon receipt of the fully approved Working Drawing Documents,
Landlord will commence the Tenant Finish Work.

    6.3  The total number of days that the preparation of the Working Drawing
Documents or the Substantial Completion of the Tenant Finish Work for the Leased
Premises as defined by paragraph 1.9 hereof is delayed as a result of (i) the
acts or omissions of Tenant, its agents, employees or contractors, (ii) Change
Order requests made by Tenant after completion and approval of the Final Space
Plan, including the time necessary for Landlord's reasonable approval thereof
(not to exceed three (3) business days), but not including any delays caused by
any unreasonable objection thereto by Landlord, (iii) delays in obtaining
building or Construction materials requested by Tenant which are not readily
available in the Colorado Springs metropolitan area, (iv) the failure of the
Tenant to provide any required information, documents, or approvals or
disapprovals in a timely fashion (not to exceed three (3) business days), (v)
any

                                      C-7
<PAGE>

failure by Tenant to approve any submissions to Tenant without reasonable
cause, or (vi) any delays caused by Tenant's requiring additional scope of work
by Tenant's Designated Contractors within the Leased Premises (as more fully
described in paragraph 6.4 below), after considering any time saved by Tenant as
a result of its Change Orders, shall be referred to as "Tenant-Caused Delay".

    6.4  The total number of days that the preparation of the Working Drawing
Documents or the Substantial Completion of the Tenant Finish Work for the Leased
Premises as defined by paragraph 1.9 hereof is delayed as a result of (i) the
acts or omissions of Landlord, its agents, employees or contractors, (ii) the
failure of Landlord to hire a contractor and proceed diligently to Substantial
Completion of the Tenant Finish Work, (iii) the failure of the Landlord to
provide any required information, documents, or approvals or disapprovals in a
timely fashion (not to exceed three (3) business days), (iv) any failure by
Landlord to approve any submissions to Landlord without reasonable cause,  after
considering any time saved by Landlord as a result of its early completion of
any of the Tenant Finish Work, shall be referred to as "Landlord-Caused Delay".

    6.5  Without Landlord's prior written consent, Tenant shall not have any
right to have access to any portion of the Leased Premises for any of its
contractors, vendors or suppliers prior to Substantial Completion of Leased
Premises; provided that this restriction shall not apply to reasonable access
for inspection by the Tenant Representative.  Tenant shall have the right prior
to Substantial Completion to designate contractors, vendors or suppliers
("Tenant's Designated Contractors") for Construction and/or cabling work in the
Leased Premises for a scope of work which is not required by the Working Drawing
Documents, and if Tenant's Designated Contractors meet with Landlord's
reasonable approval, Landlord shall engage Tenant's Designated Contractors to
perform such additional work, but only if (i) such persons become subject to the
scheduling and control of Landlord's Construction Manager, (ii) all Tenant's
Designated Contractors meet the requirements of the Lease regarding contractors
hired by Tenant to do Alterations, and (iii) any delay or costs caused by the
additional work imposed on Landlord shall be the responsibility of Tenant.

    7.   CHANGE ORDERS.  After final approval of the Working Drawing Documents,
         -------------
Tenant shall have the right to require changes to the Tenant Finish Work or the
Working Drawing Documents for the Leased Premises only by a written Change
Order, signed by Tenant's Representative, on a form to be provided by Landlord
along with the approval of the Working Drawing Documents.  All Change Orders
requested by Tenant will be subject to Landlord's prior written approval (to be
evidenced by a signature thereon by Landlord's Representative) which will not be
unreasonably withheld, and shall be deemed given unless Landlord objects to the
written Change Order request within three (3) business days after such request
is made.  If, at the time Tenant requests any Change Order, there is
insufficient TIA remaining to complete the Tenant Finish Work as required by the
Working Drawing Documents, or if the total costs of Construction have exceeded
the TIA, Tenant shall pay Landlord, within ten (10) days after billing, for any
net increased costs incurred as a result of Change Orders requested by Tenant,
including, without limitation, all overtime premiums and other acceleration
costs incurred by contractors to meet the target Construction schedule, and
including a five percent (5%) Construction management fee to IPM for any net
increase in the costs of the Tenant Finish Work as amended by such Change Order.

    After final approval of the Working Drawing Documents, if any changes are
needed in the Tenant Finish Work as a result of any physical or Base Building
system limitations, Landlord shall have the right to implement changes to the
physical, mechanical, electrical, structural or other Building system components
(but not any aesthetics within the Leased Premises) of the Tenant Finish Work or
the Working Drawing Documents for the Leased Premises only by a written Change
Order Request, signed by Landlord's Representative, on the approved form.  All
such Change Orders requested by Landlord will be subject to Tenant's prior
written approval (to be evidenced by a signature thereon by Tenant's
Representative) which will not be unreasonably withheld, and shall be deemed
given unless Tenant objects to the written Change Order request within three (3)
business days after such request is made.  All costs for such Tenant-approved
Change Orders shall be part of the Construction Costs for the Tenant Finish
Work, and any delay caused thereby shall not be considered a Landlord delay
under paragraph 6.4 herein.

                                      C-8
<PAGE>

    If the need for any Change Order is the result of any inaccuracy,
inadequacy, illegality or error in the Working Drawing Documents caused by the
Architect, or in the mechanical or electrical design documents caused by the
mechanical or electrical contractors/designers, the party hereto who is damaged
thereby shall own any claim therefor.

    8.   CONDITION OF THE LEASED PREMISES. Other than the items specified in the
         --------------------------------
written punch list issued by the Architect under paragraph 1.9 of this Work
Letter, by taking possession of any portion of the Leased Premises (Tenant's
access pursuant to Article 6.5 hereunder excluded), except for the punch list
prepared prior to occupancy, and for latent defects, Tenant will be deemed to
have confirmed that the Leased Premises is Substantially Complete and to have
accepted same in its condition on the date of such possession and to have
acknowledged that Landlord had installed the improvements as required by this
Work Letter and that there are no items needing additional work or repair.  The
punch list will not include any damage caused by Tenant's move-in, or early
access if allowed by Landlord.  Damage caused to the Leased Premises, the
Building or Common Areas by Tenant's move-in or early access will be repaired or
corrected by Landlord at Tenant's expense.

     Tenant acknowledges that neither Landlord nor its agents or employees has
made any representations or warranties as to the suitability or fitness of the
Leased Premises or Building for the conduct of Tenant's business or for any
other purpose, nor has Landlord or its agents or employees agreed to undertake
any alterations or construct any tenant improvements to the Building except as
expressly provided in this Lease, and the Work Letter.  Landlord shall have no
responsibility for any failure, inability or delay of or by the local provider
of telephone service or fiber optics to meet Tenant's requirements, and Tenant's
inability to obtain its required telephone service or fiber optics (unless
directly caused by Landlord's willful acts) shall not delay the rental starting
date for the Leased Premises.

    9.   NOTICE.  Due to the "fast-track" schedule required to complete the
         ------
Planning and Construction work, by the target dates required herein, and the
need for prompt approvals and response, the following provisions regarding
notice shall apply for purposes of notice and response for all Tenant Finish
Work, and the Planning therefor, under this Work Letter.  Notice for submitting
requests, plans, or other information for approval, and for giving approval,
disapproval or other objections may be given by either of the following two
methods:

    (i) sending same in writing by a national courier service which provides
    receipts and guaranteed next day delivery (excluding Sundays and national
    holidays), for next day delivery, properly addressed and prepaid, to, the
    Tenant's Representatives at the address set forth below in this paragraph,
    or to the Landlord's Representative at the address for him set forth in this
    paragraph.  If given by overnight courier service, the notice shall be
    deemed given, and any time period, including any three (3) business day time
    period, shall begin to run at the time of delivery, as shown by the receipt
    from the national courier service, for such package.  Signature may be
    waived for all such overnight deliveries; or

    (ii) by facsimile transmission to the facsimile number for the Landlord's
    Representative and for the Tenant's Representative set forth below in this
    paragraph, by a facsimile machine which prints a simultaneous record which
    shows that the particular facsimile transmission was sent without error to
    the facsimile telephone number set forth below.  Each party shall equip its
    facsimile machine to designate its own correct telephone number to any
    transmitting facsimile machine from which it receives a facsimile
    transmission, and, if such party fails to do so, such party shall bear the
    risk of incorrect delivery.



    Landlord's Representative:

        Loren E. Snyder
        Woodmen Office Campus II JV L.L.C.
        c/o Integrated Property Management, Inc.
        455 Sherman Street, Suite 140
        Denver Colorado 80203
        Telephone Number:  (303) 691-8665

                                      C-9
<PAGE>

        Facsimile Number:  (303) 733-6272
        Mobile/Voice Mail Number:  (303) 880-2755

    Tenant's Representative:

        Steven M. Johnson
        Optika Imaging Systems, Inc.
        5755 Mark Dabling Boulevard, Suite 100
        Colorado Springs, Colorado   80919
        Telephone Number:  (719) 548-9800
        Facsimilie Number: (719)


                                     C-10
<PAGE>

    This work letter is executed by Landlord and Tenant below.



LANDLORD:                                 TENANT:

WOODMEN OFFICE CAMPUS II JV               OPTIKA IMAGING SYSTEMS, INC.,
L.L.C., A COLORADO LIMITED                A DELAWARE CORPORATION
LIABILITY COMPANY


By:                                       By:
   ---------------------------               ---------------------------------

Name:LOREN E. SNYDER                      Name:    STEVEN M. JOHNSON
     -------------------------                 -------------------------------

Title:  MANAGER                           Title:VICE PRESIDENT AND CHIEF
      ------------------------                  ------------------------------
                                                FINANCIAL OFFICER
Date:                                           ------------------------------
     -------------------------
                                          Date:
                                               -------------------------------

                                     C-11
<PAGE>

                                 EXHIBIT C - 2

                         TENANT FINISH DESIGN SCHEDULE
                         -----------------------------
                       WOODMEN OFFICE CAMPUS II BUILDING


NOTE:  ALL SUBMITTALS BY GRAY DESIGN GROUP OF COLORADO, INC. (THE "ARCHITECT")
----
FOR APPROVAL SHALL REQUIRE WRITTEN RESPONSE INDICATING ANY CORRECTIONS OR
REVISIONS WITHIN THREE (3) BUSINESS DAYS, OR SHALL BE DEEMED APPROVED.  ANY
MODIFICATIONS TO AN APPROVED SUBMITTAL SHALL BE A CHANGE ORDER.  NONE OF THE
TIME LIMITS IN THIS ATTACHMENT TO THE WORK LETTER SHALL ALTER OR CONTROL OVER
ANY CONFLICTING TIME LIMITS SET FORTH IN THE LEASE OR THE WORK LETTER.


On or before January 27, 1997:
-----------------------------

1.      Tenant shall issue to Landlord for approval all ceiling grid product
        material and color selections approved by Tenant  and authorize release
        of factory order for these materials.

2.      Tenant shall issue to Landlord for approval all color/finish selections
        approved by Tenant, and authorize release of factory order for all wood
        doors and metal door frames.

On or before January 28, 1997:
-----------------------------

1.      Tenant shall issue to Landlord for approval carpet sample "strike-offs"
approved by Tenant, and   written authorization to release the carpet order with
the suppler/mill..

On or before January 30, 1997:
-----------------------------

1.      Tenant to issue to Landlord for approval door hardware schedule and
        finish hardware cut-sheets approved by Tenant and authorize release of
        factory order of all door hardware.

2.      Tenant to issue to Landlord for approval all light fixture product
selections approved by Tenant,   and written authorization for release of
factory order for all light fixtures.

3.      Tenant to issue casework drawings approved by Tenant to Landlord for
review of design intent.

On or before February 5, 1997:
-----------------------------

1.      Tenant to issue to Landlord all Tenant approved Working Drawing
        Documents and electrical,  mechanical and plumbing specifications for
        Construction (except for color selections.)

On or before February 10, 1997:
------------------------------

1.      Tenant to issue to Landlord for approval all Tenant approved paint
material specifications and color selections for all paint to be applied to
exposed structure, mechanical and electrical elements in ceiling plenum.

2.      Tenant to issue  to  Landlord  for  approval  all Tenant  approved
color selections and materials specifications for all paint materials and
millwork/laminate selections.

                                     C-12
<PAGE>

                                 EXHIBIT C - 3

                            CONSTRUCTION  SCHEDULE
                            ----------------------
                       WOODMEN OFFICE CAMPUS II BUILDING

                                     C-13
<PAGE>

                                 EXHIBIT C - 3

                            CONSTRUCTION  SCHEDULE
                            ----------------------
                       WOODMEN OFFICE CAMPUS II BUILDING

                                     C-14
<PAGE>

                                 EXHIBIT C - 3

                            CONSTRUCTION  SCHEDULE
                            ----------------------
                       WOODMEN OFFICE CAMPUS II BUILDING

                                     C-15
<PAGE>

                       Exhibit D - Rules and Regulations
                             RULES AND REGULATIONS


1.  The sidewalks, hallways, passages, exits, entrances, elevators (if any), and
stairways of the Building shall not be obstructed by any of the tenants or used
by them for any purpose other than for ingress to and egress from their
respective premises.  The halls, passages, exits, entrances, elevators (if any)
and stairways are not for the general public and Landlord shall in all cases
retain the right to control and prevent access hereto of all persons whose
presence in the judgement of Landlord would be prejudicial to the safety,
character, reputation and interest of the Building and its tenants, provided
that nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities.  No tenant and
no employee or invitee of any tenant shall go upon the roof of the Building.
Landlord shall have the right at any time without the same constituting an
actual or constructive eviction and without incurring any liability to Tenant
therefore to change the arrangement and/or location of entrances or passageways,
doors or door ways, corridors, elevators, stairs, toilets or other common areas
of the Building; provided, however, Landlord shall not change the Common Areas
in a manner which materially or unreasonably interferes with Tenant's Use of
Leased Premises.

2.  No sign, placard, picture, name, advertisement or notice visible from the
exterior of any tenant's premises shall be inscribed, painted, affixed or
otherwise displayed by any tenant on any part of the Building without the prior
written consent of Landlord.  Landlord has adopted interior signage format and
guidelines relating to signs inside the Building.  Tenant agrees to conform to
such guidelines.  All approved signs or lettering on doors or walls shall be
printed, painted, affixed or inscribed at the expense of Tenant by a person
approved by Landlord.  Material affixed to the window glass or interior lighted
signs visible from outside the Building will not be permitted.

3.  In order for a new or existing building tenant to have signage on the
Building monument sign, the following criteria must be met:

 a. Tenant must occupy all of one floor on one wing of the Building or not less
    than 15,000 square feet.

 b. Monument signage may be available pursuant to Exhibit "G" primarily to
    announce to the public driving by on the Interstate that the tenant
    mentioned occupy the building.  Monument signage is not intended nor will it
    be allowed to advertise anything other than tenant name and logo.

 c. Tenant must be on a valid executed lease with at least a three year term.

 d. Tenant shall pay any cost for any modifications to the signage after the
    Commencement Date of the Lease.

 e. Should tenant, at any point in time, reduce its square footage to something
    less than 15,000 square foot or one wing of one floor, then, at Landlords
    option, Landlord may remove tenant sign from the monument sign.

                                      D-1
<PAGE>

 f. Any modifications to this policy must be approved in advance and in writing
    by the Landlord.
 g. Landlord reserves the right to approve or disapprove any sign request beyond
    what is set forth in Exhibit "G".

 h. Landlord reserves the right to modify monument sign criteria at any time but
    only for future application and subject to the terms of Exhibit "G".

4.  The Premises shall not be used for the storage of merchandise held for sale
to the general public or for lodging.  No cooking shall be done or permitted on
the Premises, except the private use by Tenant of Underwriters' Laboratory
approved equipment for brewing coffee, tea, hot chocolate and similar beverages,
and use of microwave ovens for heating precooked foods or beverages shall be
permitted, provided that such use is in accordance with all applicable Federal,
state and municipal laws, codes, ordinances, rules and regulations.

5.  No tenant shall employ any person or persons other than the janitor of
Landlord for the purpose of cleaning its premises unless otherwise agreed to by
Landlord in writing.  Except with the written consent of Landlord, no person or
persons other than those approved by Landlord shall be permitted to enter the
Building for the purpose of cleaning the same.  No tenant shall cause any
unnecessary labor by reason of such Tenant's carelessness of indifference in the
preservation of good order and cleanliness.  Landlord shall not be responsible
to any tenant for any loss of property on the Premises, however occurring, or
for any damage done to the effects of any tenant by the janitor or any other
employee or any other person.  Janitor service will not be furnished on nights
when rooms are occupied after 10:30 P.M. unless, by agreement in writing,
service is extended to a later hour for specifically designated rooms.

6.  Landlord will furnish each tenant free of charge with two (2) keys to each
door lock provided in the Premises by Landlord.  Landlord may make a reasonable
charge for any additional keys.   No tenant shall have any such keys copied or
any keys made.  No tenant shall alter any lock or install a new or additional
lock or any bolt on any door of its premises.  Each tenant, upon the termination
of its lease, shall deliver to Landlord all keys to doors in the building.

7.  Landlord shall designate appropriate entrances for deliveries or other
movement to or from the Premises of equipment, materials, supplies, furniture or
other property, and Tenant shall not use any other entrance or elevators (if
any) for such purposes.  All persons employed and means or methods used to move
equipment, materials, supplies, furniture or other property in or out of the
Building must be approved by Landlord prior to any such movement.  Landlord
shall have the right to prescribe the maximum weight, size and position of all
equipment, materials, furniture or other property brought into the building.
Heavy objects shall, if considered necessary by Landlord, stand on a platform of
such thickness as is necessary to properly distribute the weight.  Landlord will
not be responsible for loss of or damage to any such property from any cause,
and all damage done to the Building by moving or maintaining such property shall
be repaired at the expense of Tenant.

8.  No tenant shall use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of
office equipment.  No tenant shall use any method

                                      D-2
<PAGE>

of heating or air conditioning other than that supplied by Landlord. No tenant
shall use or keep or permit to be used or kept any foul or noxious gas or
substance in the Premises, or permit or suffer the Premises to be occupied or
used in a manner offensive or objectionable to Landlord or other occupants of
the Building by reason of noise, orders or vibrations, or interfere in any way
with other tenants or those having business in the Building, nor shall any
animals or birds be brought or kept in the Premises or the Building.

9.  Landlord shall have the right, exercisable upon prior written notice with
reasonable cause and without liability to any tenant, to change the name of the
Building or the street address of the Building.

10. Landlord establishes the hours of 7:30 A.M. to 6:00 P.M. Monday through
Friday, except Building Holidays which include New Year's Day, Easter, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day as
reasonable and usual business hours for the purposes of subparagraph 7.4 of the
Lease.

11. Landlord reserves the right to exclude from the Building between the hours
of 6:00 P.M. and 7:30 A.M. Monday through Friday, at all hours on Saturdays and
Sundays, and on Building Holidays, all persons who do not present identification
acceptable to Landlord.  Each tenant shall provide Landlord with a list of all
persons authorized by Tenant to enter its premises and shall be liable to
Landlord for all acts of such persons.  Landlord shall in no case be liable for
damages for any error with regard to the admission to or exclusion from the
Building of any person.  In the case of invasion, mob riot, public excitement or
other circumstances rendering such action advisable in Landlord's opinion,
Landlord reserves the right to prevent access to the Building during the
continuance of the same by such action as Landlord may deem appropriate,
including closing doors.

12. The directory to the Building will be provided for the display of the name
and location of Tenants and a reasonable number of the principal officers and
employees of tenants at the expense of such tenants.  Landlord reserves the
right to restrict the amount of directory space utilized by any tenant.

13. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or place in, or
used in connection with any window of the Building without the prior written
consent of Landlord.  In any event, with the prior written consent of Landlord,
such items shall be installed on the office side of Landlord's standard window
covering and shall in no way be visible from the exterior of the Building.
Tenant shall keep window coverings closed when the effect of sunlight (or the
lack thereof) would impose unnecessary loads on the Building's heating or air
conditioning system.

14. No tenant shall obtain for use in the Premises ice, drinking water, food,
beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be fixed by Landlord.

15. Each tenant shall ensure that the doors of its premises are closed and
locked and that all water faucets, water apparatus lights and other utilities
are shut off before Tenant or Tenant's employees leave the Premises so as to
prevent waste or damage, and for any default or carelessness in this regard,
Tenant shall make good all injuries sustained by other tenants or occupants of
the Building or Landlord.  On multiple-tenancy floors, all tenants shall keep
the doors to the Building corridors closed at all times except for ingress and
egress.

16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than that for which they were constructed, no
foreign substance of any kind

                                      D-3
<PAGE>

whatsoever shall be thrown therein and the expense of any breakage, stoppage or
damage resulting from the violation of this rule shall be borne by the tenant
who, or whose employees or invitees, shall have caused it.

17.  Except with the prior written consent of Landlord, no tenant shall sell at
retail newspapers, magazines, periodicals, theater or travel tickets or any
other goods or merchandise to the general public in or on the Premises, nor
shall any tenant carry on or permit or allow any employee or other person to
carry on the business of stenography, typewriting, printing or photocopying or
any similar business in or from the Premises for the service or accommodation of
occupants of any other portion of the Building, nor shall the Premises of any
tenant be used for manufacturing of any kind, or any business or activity other
than that specifically provided for in such tenant lease.

18.  No tenant shall install any radio or television antenna, loudspeaker or
other devise on the roof or exterior walls of the Building.  No TV or radio or
recorder shall be played in such a manner as to cause a nuisance to any other
tenant.

19.  There shall not be used in any space, or in the public halls of the
Building, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards or such other material handling equipment as
Landlord may approve.  No other vehicles of any kind shall be brought by any
tenant into the Building or kept in or about its premises.

20.  Each tenant shall store all its trash and garbage within its premises.  No
material shall be placed in the trash boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of office building trash and garbage in the
City of Colorado Springs without being in violation of any law or ordinance
governing such disposal.  All garbage and refuse disposal shall be made only
through

entryways and elevators provided for such purposes and at such time as Landlord
shall designate.

21.  Canvassing, soliciting, distribution of handbills or any other written
material and peddling in the Building are prohibited, and each tenant shall
cooperate to prevent the same.

22.  The requirements of tenants will be attended to upon application in writing
at the office of the Building.  Employees of Landlord shall not perform any work
or do anything outside of their regular duties unless under special instructions
from Landlord.

23.  Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building.

24.  These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the agreements, covenants,
conditions and provisions of any lease of Premises in the Building.

25.  Landlord reserves the right to make such other rules and regulations as in
its judgment may from time to time be needed for the safety, care and
cleanliness of the Building and for the preservation of good order therein.

                                      D-4
<PAGE>

                                   Exhibit E
              COMMENCEMENT OF LEASE TERM AND ESTOPPEL CERTIFICATE

    THIS COMMENCEMENT OF LEASE TERM AND ESTOPPEL CERTIFICATE, dated for
reference purposes only this 30TH day of SEPTEMBER, 1996, by and between WOODMEN
OFFICE CAMPUS II JV LLC, A COLORADO LIMITED LIABILITY COMPANY, hereinafter
called the "Landlord", whose address is 455 Sherman Street, Suite 140, Denver,
Colorado  80203 and OPTIKA IMAGING SYSTEMS, INC., A DELAWARE CORPORATION,
hereinafter called "Tenant", whose address is 7450 CAMPUS DRIVE, SUITE 200,
COLORADO SPRINGS, COLORADO  80920.

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

    WHEREAS, the Lessor and Lessee, entered into an Office Lease dated SEPTEMBER
30, 1996, ("the Lease") which Lease demised the Leased Premises located at
WOODMEN OFFICE CAMPUS II, 7450 CAMPUS DRIVE, COLORADO SPRINGS, COLORADO  80920,
described in Exhibit "B" to the Lease.
             -----------

    WHEREAS, the parties desire to reaffirm and/or amend and certify to certain
provisions of the Lease; and

    WHEREAS, the parties desire that the matters set forth herein be conclusive
and binding on the parties.

    NOW, THEREFORE, for a good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

    1. The Lease Commencement Date is deemed and agreed to be ______________,
199___, and the Lease Termination Date is agreed and deemed to be
______________, 199___, unless sooner terminated, as provided therein.

    2. Tenant's first installment of Base Rent in the amount of
_________________________ __________________________________ Dollars
($__________) for the period of ___________ _________________________________
(is due on) (was paid on) _____________________, 199___.

    3. Tenant's first installment of Tenant's PERCENTAGE Share of ESTIMATED
ANNUAL Operating Expenses in THE amount OF
______________________________________________ DOLLARS ($_________) FOR THE
PERIOD OF ________________________ is due on ______________________, 199___.

    4. By execution hereof, Tenant acknowledges and agrees that all improvements
or other work required of Landlord has been satisfactorily performed and Tenant
hereby accepts the Leased Premises in full compliance with the terms and
conditions of the Lease.

    5. Except as may be amended herein, all terms and conditions of the Lease
shall continue in full force and effect and are hereby republished and
reaffirmed in their entirety.

    6. This Certificate shall be binding upon and may be relied upon by the
parties hereto and their respective legal representatives, successors and
assigns.

       IN WITNESS WHEREOF, the Landlord and Tenant have executed this statement
on the dates below written.

LANDLORD:                              TENANT:
WOODMEN OFFICE CAMPUS II JV LLC,       OPTIKA IMAGING SYSTEMS, INC.,
A COLORADO LIMITED LIABILITY COMPANY   A DELAWARE CORPORATION


BY:  /s/  LOREN E. SNYDER              BY: /S/ STEVEN M. JOHNSON
   ---------------------------------      --------------------------------
NAME:     LOREN E. SNYDER              NAME:   STEVEN M. JOHNSON
     -------------------------------        ------------------------------

TITLE:    MANAGER                      TITLE:  VICE PRESIDENT AND CHIEF
      ------------------------------         -----------------------------
                                               FINANCIAL OFFICER
                                             -----------------------------

DATE:     OCTOBER 11, 1996             DATE:   OCTOBER 11, 1996
     -------------------------------        ------------------------------

                                      E-1
<PAGE>

                                   Exhibit F
                             AGREEMENT FOR PARKING


       This AGREEMENT FOR PARKING is dated, for reference purposes only, this
30TH day of SEPTEMBER, 1996 between WOODMEN OFFICE CAMPUS II JV LLC, A COLORADO
LIMITED LIABILITY COMPANY ("Landlord") and OPTIKA IMAGING SYSTEMS, INC., A
DELAWARE CORPORATION ("Tenant").


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

        A. By Office Lease dated SEPTEMBER 30, 1996 (THE "LEASE"), Landlord
leased to Tenant certain office building space at WOODMEN OFFICE CAMPUS II,
located at 7450 CAMPUS DRIVE, COLORADO SPRINGS, COLORADO, 80907 (the
"Building").

        B. Appurtenant to the Building are uncovered parking spaces.  Tenant
desires to lease from Landlord parking spaces in said area.

        C. Landlord is willing to let certain parking spaces to Tenant pursuant
to the terms and conditions contained herein.

        NOW, THEREFORE, the parties agree as follows:
        1.  Lease of Parking Spaces.
            -----------------------

         a.  WEEKDAY DAYTIME PARKING LICENSE.  Between the hours of 7:00 a.m.
             -------------------------------
and 6:00 p.m. Monday through Friday, Landlord hereby leases to Tenant uncovered
and unassigned parking spaces in the ratio of four and one-half (4 1/2) stalls
per 1,000 square feet of rentable area in the Leased Premises, located in the
improvements adjacent to the Building.  Said Lease shall be for a period
concurrent with the term of the Office Lease, as the same may be extended or
renewed.

         b.  AFTER HOURS PARKING LICENSE. Between the hours of 6:00 p.m. and
             ---------------------------
7:00 a.m. Monday through Friday, Landlord hereby leases to Tenant forty (40)
uncovered and unassigned parking spaces located in the improvements adjacent to
the Building.  Said Lease shall be for a period concurrent with the term of the
Office Lease, as the same may be extended or renewed.

        2.  Nonexclusive.  So long as Tenant is not in default under this Lease,
            ------------
Tenant shall be entitled to use the parking spaces referenced above in common
with the other tenants of the Building.  This Parking Agreement shall not be
deemed to be a lease of specific parking spaces and no specific parking spaces
shall be reserved for the use of the Tenant, but shall be deemed to be a right
granted to Tenant to use the designated number of parking spaces within the
specific parking areas designated above.  Landlord shall not lease to all of the
tenants in the Building more than the total number of actual parking spaces
located adjacent to the Building.  The provisions on casualty loss and eminent
domain shall apply to the parking spaces.  Tenant shall not have the

                                      F-1
<PAGE>

right to use the parking spaces unless it has fully paid any amounts then due
for the parking spaces in addition to the Base Rent and all other charges due
under the Lease. In the event that any amounts are received from the Tenant
which are less than the total amounts due under the Lease, including parking
charges, Landlord may credit such amounts, in its sole discretion, as it deems
appropriate.

        3.  Operation of Parking Spaces.  Tenant agrees to comply with all
            ---------------------------
reasonable rules and regulations imposed by Landlord for the operation,
utilization and maintenance of the parking spaces.  Tenant shall not undertake
any activity which will increase Landlord's insurance or create a disturbance or
waste to the parking spaces.  Tenant shall have access to the above described
allotments of parking spaces between the hours designated above, three hundred
sixty-five (365) days per year so long as Tenant is not in default, and subject
to the provisions on casualty loss, eminent domain and other applicable
provisions of the Lease.  Tenant recognizes that during non-business hours,
Landlord may maintain reduced artificial lighting within the parking area.
Landlord shall maintain the parking facility well lighted from 7:00 A.M. to
10:30 P.M. Monday through Friday, and from 8:00 A.M. until 5:00 P.M. on Saturday
and Sunday (with reduced artificial lighting at other times), and generally in
good condition and repair which shall mean that, within a reasonable time after
such conditions appear, Landlord shall maintain those portions of the parking
area which are actually necessary for access and/or parking, substantially free
of ice, snow and potholes to the extent it is reasonably possible.  Landlord
shall have the right, at any time and from time to time by written notice to
Tenant, to designate specific parking spaces for use by Tenant, its agents,
employees and invitees, in which case Tenant shall use, and shall require its
agents, employees and invitees to use only such spaces.

        4.  Default.  Lessee shall be in default under this Agreement upon the
            -------
occurrence of any of the following events:

        4.1  Tenant is in default for any reason pursuant to the terms and
conditions of the Office Lease.

        5.  Remedies.  Upon the occurrence of an event of default, Lessor shall
            --------
be entitled to declare this Agreement terminated, to terminate the rights of
Lessee to utilize the parking spaces, and seek whatever damages Lessor may deem
reasonable and proper including, without limitation, its fees and expenses
(including attorneys' fees) incurred in pursuing such action.

        IN WITNESS WHEREOF, the Landlord and Tenant have executed this Agreement
for Parking on the dates below written.

LANDLORD:                              TENANT:
WOODMEN OFFICE CAMPUS II JV LLC,       OPTIKA IMAGING SYSTEMS, INC.,
A COLORADO LIMITED LIABILITY COMPANY   A DELAWARE CORPORATION


BY:   /S/ LOREN E. SNYDER              BY:  /S/ STEVEN M. JOHNSON
   ---------------------------------      ---------------------------------

NAME:     LOREN E. SNYDER              NAME:    STEVEN M. JOHNSON
     -------------------------------        -------------------------------

TITLE:    MANAGER                     TITLE:    VICE PRESIDENT AND CHIEF
      ------------------------------         ------------------------------
                                                FINANCIAL OFFICER
                                             ------------------------------

DATE:     OCTOBER 11, 1996            DATE:     OCTOBER 11, 1996
      ______________________________         ______________________________


                                      F-2
<PAGE>

                                   Exhibit G
                             AGREEMENT FOR SIGNAGE

     THIS AGREEMENT FOR SIGNAGE is dated, for reference purposes only,  this
30TH day of SEPTEMBER, 1996 between WOODMEN OFFICE CAMPUS II JV LLC, A COLORADO
LIMITED LIABILITY COMPANY, (the "Landlord") and OPTIKA IMAGING SYSTEMS, INC., A
DELAWARE CORPORATION, (the "Tenant").

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

     A.  By Office Lease dated SEPTEMBER 30, 1996 (the "Lease"), Landlord leased
to Tenant certain space at WOODMEN OFFICE CAMPUS II, located at 7450 CAMPUS
DRIVE, COLORADO SPRINGS, COLORADO   80920.

     B.  Landlord is willing to ALLOW signage to Tenant pursuant to the terms
and conditions contained herein.

     C.  Tenant at Tenant's sole cost, which cost may be paid for from the Lease
Incentive Allowance or the TIA, may purchase and install signage as described
below.

     NOW, THEREFORE, the parties agree as follows:

     1.  Building Identification Signs.  One (1) Building identification sign
         -----------------------------
may be purchased, at Tenant's sole cost, and displayed (i) on each floor which
is sixty percent (60%) or more occupied by Tenant or an Affiliate, and (ii) on
the door or on the wall located next to the entry door of each suite occupied by
Tenant or an Affiliate on any floor which is not fully occupied by Tenant or an
Affiliate.  All such signage must comply with any applicable governmental laws,
statutes, ordinances and regulations and be approved in writing by Landlord in
Landlord's reasonable discretion.

     2.  Exterior Building Signs.  Tenant or an Affiliate, at Tenant's sole
         -----------------------
cost, may purchase and install no more than two (2) exterior signs on the
exterior of the Building with no more than one (1) sign on each side of the
Building (the "Tenant's Exterior Building Signs").  The Tenant shall not be
allowed to install any of the Tenant's Exterior Building Signs until Tenant has
obtained Landlord's prior written approval, which shall not be unreasonably
withheld, and the Tenant has supplied to Landlord evidence that Tenant has
complied with all applicable governmental restrictions and has obtained permits
from all applicable governmental authorities.  Any installation to be done by
Tenant for Tenant's Exterior Building Signs shall be done pursuant to the
provisions of the Office Lease on Alterations and Additions.  Exterior Building
signage will be limited to only two tenants of the building.  Such signage
rights will allow approximate equal prominence for each tenant.  Tenant shall
choose, subject to the reasonable approval of Landlord and the approval of any
applicable governmental entity having jurisdiction, where to locate Tenant's
sign on the South and West facing exterior wall and Landlord shall choose,
subject to Tenant's reasonable approval and the approval of any applicable
governmental entity having jurisdiction, where to locate Tenant's sign on the
North and West facing exterior wall of the Building.

     Each of the Tenant's Exterior Building Signs shall be equal or less than
fifty percent (50%) of the allowed signage area by the City of Colorado Springs
which Landlord has been

                                      G-1
<PAGE>

informed equates to one and one-half (1 1/2) square feet in total area for each
linear foot of length for the wall on which the sign is located.

     3.  Monument Signage.  Tenant shall have the right to purchase, at Tenant's
         ----------------
sole cost, and install a sign which prominently displays Tenant's or an
Affiliate's name on any monument sign placed by Landlord along the property line
bordering Interstate 25.  Tenant shall have the second right, subject to a prior
existing first right, to choose and receive its desired signage strip location
from amongst the signage strip locations available on such monument sign, but
Tenant shall not have any exclusive rights to utilize such monument sign.
Landlord and Tenant will agree upon the design of the monument sign no later
than the date the Working Drawing Documents are due for the Initial Premises.
Landlord shall be responsible for the design of the monument sign (and such
design cost shall not be included as part of the TIA under EXHIBIT B), and
Tenant shall be deemed to have approved any such design unless Tenant objects,
in writing, within three (3) business days after submission of the plans for the
proposed monument sign by Landlord to Tenant.  Tenant shall not be entitled to
the proportion of the monument sign that the Premises bears to the Building, but
the space allocable to Tenant on the monument sign shall be equivalent to the
space allocated to any other tenant permitted to utilize space on the monument
sign.

     4.  Effect of Assignment on Signage Rights.  The Tenant's signage rights
         --------------------------------------
shall not be effected by an assignment or subletting to an Affiliate, as such
term is defined in the Lease.  If Tenant assigns or sublets all of the Premises
to a non-Affiliate, the non-Affiliate assignee shall be entitled to exercise all
signage rights of Tenant hereunder.  Without Landlord's further prior written
consent, which shall not be unreasonably withheld, conditioned or delayed, no
non-Affiliate assignee or sublessee of less than all the Premises shall be
entitled to exercise any of the signage rights granted to Tenant hereunder.  In
the event Tenant assigns or subleases less than all of the Premises to any non-
Affiliate, Tenant shall lose the rights for one of Tenant's Building Signs for
every twenty-five percent (25%) of the Lease which is assigned or sublet to such
non-Affiliate.

     5.  Default.  Tenant shall be in default under this Agreement upon the
         -------
occurrence of any of the following events:

         5.1   Tenant is in default for any reason pursuant to the terms and
conditions of the Lease.

      6.  Remedies.  Upon the occurrence of an event of default, Landlord shall
          --------
be entitled to declare this Agreement terminated, to terminate the rights of
Tenant to utilize the signage, and seek whatever damages Landlord may deem
reasonable and proper including, without limitation, its fees and expenses
(including attorneys' fees) incurred in pursuing such action.

      7.  Miscellaneous.
          -------------

        7.1  Any amount of the TIA, as such term is defined in Exhibit B
attached to this Lease (the "Work Letter") which is not used for the Tenant's
Finish Work, may be utilized, in whole or in part, by Tenant to pay for any of
the signage described in this Agreement for which Tenant is liable.

                                      G-2
<PAGE>

        7.2  No sign for Tenant on the exterior of the Building or on the
monument may display any information other than the Tenant's logo, name and the
financial group of companies with which Tenant is affiliated.

        7.3  Upon the termination of this Lease, Tenant shall remove all
interior Building signs, exterior Building signs and monument signs, and shall
repair all damage caused by such removal (or the original installation of such
signs), and shall return the walls or other structures from which such signs are
removed to their original condition prior to the installation of any such signs,
all at Tenant's sole cost and expense.

                                      G-3
<PAGE>

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Agreement for
Signage on the dates below written.

LANDLORD:                              TENANT:
WOODMEN OFFICE CAMPUS II JV LLC,       OPTIKA IMAGING SYSTEMS, INC.,
A COLORADO LIMITED LIABILITY COMPANY   A DELAWARE CORPORATION


BY:   /S/ LOREN E. SNYDER              BY: /S/ STEVEN M. JOHNSON
   ---------------------------------      ---------------------------------

NAME:     LOREN E. SNYDER              NAME:   STEVEN M. JOHNSON
     -------------------------------        -------------------------------

TITLE:    MANAGER                      TITLE:  VICE PRESIDENT AND CHIEF
      ------------------------------         ------------------------------
                                               FINANCIAL OFFICER
                                             ------------------------------

DATE:     OCTOBER 11, 1996             DATE:   OCTOBER 11, 1996
     -------------------------------        -------------------------------

                                      G-4
<PAGE>

                                   EXHIBIT H
                             RIGHT OF FIRST REFUSAL


     This RIGHT OF FIRST REFUSAL is dated, for reference purposes only, this
30TH day of SEPTEMBER, 1996 between WOODMEN OFFICE CAMPUS II JV LLC, A COLORADO
LIMITED LIABILITY COMPANY, ("Landlord") and OPTIKA IMAGING SYSTEMS, INC., A
DELAWARE CORPORATION ("Tenant").


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

        A. By Office Lease dated SEPTEMBER 30, 1996 (the "Lease"), Landlord
leased to Tenant certain office building space at WOODMEN OFFICE CAMPUS II,
located at 7450 CAMPUS DRIVE, COLORADO SPRINGS, COLORADO   80920 (the
"Building").

        B. Tenant wants to have a right of first refusal with regard to certain
space within the Building.

        C. Landlord is willing to let Tenant have such a right pursuant to the
terms and conditions contained herein.

        NOW, THEREFORE, the parties agree as follows:

        1.  Subject to the terms and conditions set forth below, Tenant shall
have a right of first refusal ("Refusal Right") regarding: any remaining space
on the first (1st)floor of the Building (the "Refusal Space").  Such right of
first refusal may be exercised only upon strict compliance with the following
terms and conditions:  In the event Landlord receives a letter of intent (from a
new proposed lessee) to lease the Refusal Space, Landlord shall promptly give
written notice ("Landlord's Notice") to Tenant of all the material business
terms and conditions proposed by such letter of intent, along with any changes
to the letter of intent which would make same acceptable to Landlord.  Tenant
may exercise its right of first refusal by agreeing to meet the terms and
conditions set forth in Landlord's Notice, provided that:  (i) the dates for any
purposes set forth in such letter of intent, such as for starting the Lease
term, completing construction, etc., shall be delayed by the same amount of time
that it took from the date of the letter of intent until the time that Tenant
exercises its rights.  If Tenant does not exercise its right of first refusal
within ten (10) days after receipt of Landlord's Notice, Tenant shall be deemed
to have waived its right of first refusal for all or that portion of the Refusal
Space described in the letter of intent, and Landlord is thereafter free to
lease same to the new proposed lessee (or its successor, affiliate or assignee);
provided that Landlord shall have no right to enter into a lease which is more
than five percent (5%) more favorable with respect to the monetary business
terms to such new proposed lessee than was proposed in the Landlord's Notice .
If the Tenant elects to exercise this Right of First Refusal, Landlord and
Tenant shall execute an amendment to this Lease agreement within ten (10) days
after Tenant's exercise, and the amendment to this Lease shall set forth the
specific terms and conditions which are specified in the Landlord's Notice .  If
Tenant does not exercise its Right of First Refusal but Landlord thereafter does
not enter into a Lease agreement with such new proposed lessee, this Right of
First Refusal shall attach for any subsequent letters of intent received by
Landlord for all or any portion of the Refusal Space.  Tenant shall have no
right to exercise a Right of First Refusal unless all current Guarantors and
Assignors, if any, of the Lease agree to guarantee the new Lease for the Refusal
Space on a form equal or equivalent to the Guarantee or Assignment, as
applicable, for the Lease and the Guarantors and/or Assignors provide

                                      H-1
<PAGE>

Landlord with current financial statements (in a form and content which complies
with the terms and conditions as required of the Tenant under the Lease) which
are reasonably acceptable to the Landlord.

        2.  BY WHOM EXERCISABLE.   This  Right of First Refusal is not
assignable, and may not be exercised by any sublessee or assignee of the
original Tenant other than an approved Affiliate, regardless of whether the
sublease or assignment has been approved by the Landlord.  No Guarantor or any
person other than the original Tenant shall have any right to exercise any of
the Tenant's rights under this Right of First Refusal.

        3.  TENANT'S OPTION RIGHTS.  Tenant shall be deemed to have its Right of
First Refusal hereunder if, and only if:  (i) Tenant is not in default under the
Lease at the time of the exercise of its rights hereunder beyond the expiration
of all applicable cure periods; and (ii) at no time since the Commencement Date
has there been more than one event of default in any twelve (12) month period
under the Lease.  If any of the foregoing conditions are not met, Tenant shall
be deemed to have forfeited its Right of First Refusal.


        IN WITNESS WHEREOF, the Landlord and Tenant have executed this Right of
First Refusal on the dates below written.


LANDLORD:                              TENANT:
WOODMEN OFFICE CAMPUS II JV LLC,       OPTIKA IMAGING SYSTEMS, INC.,
A COLORADO LIMITED LIABILITY COMPANY   A DELAWARE CORPORATION


BY: /S/   LOREN E. SNYDER              BY: /S/ STEVEN M. JOHNSON
   ---------------------------------      ---------------------------------

NAME:     LOREN E. SNYDER              NAME:   STEVEN M. JOHNSON
     -------------------------------        -------------------------------

TITLE:    MANAGER                      TITLE:  VICE PRESIDENT AND CHIEF
      ------------------------------         ------------------------------
                                               FINANCIAL OFFICER
                                             ------------------------------

DATE:     OCTOBER 11, 1996             DATE:   OCTOBER 11, 1996
     -------------------------------        -------------------------------



                                      H-2
<PAGE>

                                   EXHIBIT I

                       ASSIGNMENT AND ASSUMPTION OF LEASE
                       ----------------------------------



      THIS ASSIGNMENT is made this __________ day of ____________________,
199__, between _______________________________ (the "Assignor"),
__________________________ (the "Assignee"), and WOODMEN OFFICE CAMPUS II JV
LLC, A COLORADO LIMITED LIABILITY COMPANY (the "Landlord") who agree as follows:

                                    RECITALS



WHEREAS:

      A.  Assignor leased from Landlord certain real property located in the
County of EL PASO, State of COLORADO, and known as WOODMEN OFFICE CAMPUS II,
located at 7450 CAMPUS DRIVE, COLORADO SPRINGS, COLORADO   80920 (the
"Property") by an Office Lease dated the ________ day of ________________,
199___ (the "Lease"); and

      B.  Assignor desires to assign all of its rights and obligations under the
Lease to Assignee, and Assignee desires to assume all such rights and
obligations; and

      C.  Landlord desires to consent to said assignment without thereby
releasing any rights Landlord may have against Assignor.

      NOW, THEREFORE, in consideration of the covenants, agreements, and
warranties herein, and for other valuable consideration, the parties agree as
follows:

      1.  Assignor hereby grants, conveys and assigns to Assignee all of its
right, title, interest and obligation under the Lease, such assignment to be
effective at 12:01 A.M. on the _____ day of __________, 19__.

      2.  Assignee hereby unconditionally assumes all rights and obligations
under the Lease as though Assignee had been the original tenant under the Lease.
Assignee shall be liable for any and all obligations, defaults or deficiencies
under the Lease regardless of when such obligations, defaults or deficiencies
may have occurred (including prior to the effective date of this Assignment), or
may become due or payable.

      3.  Landlord hereby consents and agrees to the assignment of all rights
and obligations under the Lease to Assignee without releasing any rights or
remedies which Landlord may have under the Lease, now or in the future, against
the Assignor.

                                      I-1
<PAGE>

      4.  Assignor and Assignee understand that, regardless of what rights may
exist between them, they shall both remain absolutely and unconditionally liable
to Landlord for all of the obligations, terms and conditions of the Lease for
the balance of the term thereof, and for any extensions, renewals, alterations
and/or modifications of the Lease.  Regardless of any rights and obligations
which may exist between Assignor and Assignee, Landlord shall have no obligation
to obtain Assignor's approval prior to executing or making any renewals,
extensions, modifications or other amendments to the Lease, and the failure by
Landlord to obtain such approval shall not in any way affect or diminish the
obligations of Assignor.

      5.  Any security deposit under the Lease shall continue to be held by
Landlord for the purposes stated in the Lease.  After the effective date of this
Assignment, Landlord shall have no obligation (unless ordered otherwise by a
court of competent jurisdiction) to return all or any portion of the security
deposit, or make an accounting therefor, to Assignor.  Any portion of the
security deposit or accounting therefor which is required to be sent by Landlord
under the Lease shall be sent to Assignee.

      6.  In the event of a notice of default, suit or other claim made by
Landlord upon Assignee for default of the Lease, Assignee shall immediately send
a copy thereof to Assignor.  Any notice or notices given by Landlord to Assignor
shall be deemed to be for convenience only, and shall not release Assignee of
its obligation to give notice of any defaults or declared defaults to Assignor.

      7.  This Assignment shall be binding upon the parties hereto, their heirs,
successors, representatives and assigns, and by signature below, a party
acknowledges receipt of a copy hereof.

      8.  No delay by Landlord in the enforcement of any of Landlord's rights
and/or remedies under the Lease against Assignee shall affect or diminish the
obligations of Assignor hereunder.  The obligation of all Assignors and
Assignees hereunder is joint and several.  Landlord may proceed to enforce the
obligations of the Lease against any Assignor or Assignee without proceeding
against the other(s). The right of Landlord to enforce the obligations of
Assignor shall not be postponed, delayed or otherwise prejudiced by the
commencement of proceedings (whether voluntary or involuntary) to have any
Assignee named as a debtor under the federal Bankruptcy Code, or under any
similar state or federal law.

      9.  This Assignment shall be construed according to the laws of the State
in which the Property is located.


      10.  If Landlord has or obtains any interest in any collateral to secure
all or any portion of any Assignee's obligation under the Lease, or to secure
any other obligation of Assignee upon which Assignor may be liable, such
interest shall be deemed to be held for the benefit of Landlord only, and shall
not inure at any time to or for the benefit of Assignor.  Landlord shall have no
obligation to record, maintain, or otherwise enforce any such security interest,
and Landlord's failure to do so shall neither diminish the obligations of
Assignor under the Lease nor create any claim or right of Assignor against
Landlord.

      11.  All sections of this Assignment shall be deemed to be severable.  If
any portion of this Assignment is deemed to be unenforceable by a court of
competent jurisdiction, this Assignment shall be deemed to be modified only to
the minimum extent necessary to comply with applicable law.

                                      I-2
<PAGE>

      12.  If there is more than one Assignor or Assignee, the singular shall
also be deemed to mean the plural.

      13.  Assignor and Assignee represent as follows:

      13.1  A true, correct and complete copy of the Lease and any currently
effective amendments make up a total of _________ pages, and a copy of all these
pages is attached hereto.  The Lease, as amended (if applicable), is in full
force and effect.  There are no other written agreements, promises,
representations or covenants, with regard to the Lease and the occupation of the
Property which Assignor or Assignee considers to be effective at this time or
which will become effective at a later time without further approval by the
Landlord under the Lease.  There are no oral representations, agreements,
promises or covenants, with regard to the Lease and the occupation of the
Property, which Assignor or Assignee considers to be effective at this time or
which will become effective at a future time without further approval by the
Landlord under the Lease.

      13.2  The amount of the security deposit which the Assignor and Assignee
claim is currently being held by the Landlord under the Lease is            AND
/100 DOLLARS ($            ).  To the best of Assignor's knowledge and belief,
all of the security deposit is still being held under the Lease.

      13.3  The current monthly Base Rent under the Lease is          AND   /100
DOLLARS ($      ) per month payable on or before the first day of each calendar
month.  The Assignor has paid Base Rent only through ____________, 19__.

      13.4  The Assignor and Assignee are not aware of any defaults by the
Landlord under the Lease or of any facts which could constitute a default by the
Landlord under the Lease. The Landlord does not owe Assignor or Assignee any
money for tenant finish or otherwise except as set forth on Exhibit A attached
hereto ( pages), and except for any monies which may become due as a result of
the next annual reconciliation of Excess Operating Expenses.

      14.  This Assignment shall not be effective until executed by all
Guarantors of the Lease.  Each Guarantor which executes this Assignment
acknowledges that the Guaranty such Guarantor signed for the Lease is in full
force and effect, that it is fully, absolutely and unconditionally binding on
such Guarantor, and that Guarantor is not currently aware of any facts which
would constitute a defense to the Guarantor's liability under its Guaranty of
the Lease.  Each such Guarantor also agrees that it shall remain completely,
absolutely and unconditionally liable for the balance of the Lease term, as the
same may be extended, modified or renewed.  Each Guarantor acknowledges that the
Assignee and the Landlord may enter into any modification, extension or renewal
of the Lease and that, regardless of any rights between the Assignee and the
Guarantor, the Landlord shall have no obligation to obtain any consent or
approval by the Guarantor of any such modification, extension or renewal; and
the failure of the Landlord to obtain any such approval or consent by the
Guarantor shall not in any way eliminate or reduce the Guarantor's obligations
under its Guaranty of the Lease.

                                      I-3
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Assignment the day and
year written above.

LANDLORD:                                   TENANT/ASSIGNOR:

WOODMEN OFFICE CAMPUS II JV                 ---------------------------,
LLC,A COLORADO LIMITED LIABILITY COMPANY    ---------------------------

By:                                         By:
   -------------------------------------       -------------------------------

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

Title:  MANAGER                             Title:
      ----------------------------------          ----------------------------

Date:                                       Date:
     -----------------------------------         -----------------------------


                                            ATTESTED:

                                            ------------------------
                                                    Secretary

ASSIGNEE


By:
   -------------------------------------

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

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

Date:
     -----------------------------------

ATTESTED:

---------------------------
        Secretary

                            APPROVAL BY GUARANTOR(S)
                            ------------------------

        I/We the undersigned (i) hereby consent(s) to the foregoing Assignment,
and understand that I/we am/are and will be bound thereby for as long as the
Assignor is liable under the Lease, and (ii) hereby confirm that the
_________________________  Guaranty dated ____________________________, 19___,
is still in full force and effect.

By:
   -------------------------------------

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

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

Date:
     -----------------------------------

ATTESTED:

---------------------------
       Secretary

                                      I-4
<PAGE>

                       EXHIBIT J - LETTER OF CREDIT FORM


                      SPECIMEN TEXT OF A LETTER OF CREDIT
                              (ON BANK LETTERHEAD)


                 (....... amount in figures and words .......)


ISSUED BY             :

LETTER OF CREDIT NO.  :

DATE OF ISSUE         :

DATE OF MATURITY      :

DATE OF EXPIRATION    :

BENEFICIARY           :


WE, THE UNDERSIGNED, HEREBY OPEN OUR UNCONDITIONAL, IRREVOCABLE, DIVISIBLE AND
TRANSFERABLE LETTER OF CREDIT IN FAVOR OF
__________________________________________________________ FOR THE AMOUNT OF
______________________________________________ UNITED STATES DOLLARS (U.S.D.)
($__________________ USD) MATURING ON ONE YEAR AND ONE DAY FROM THE DATE OF
ISSUE.



PAYMENT IS AVAILABLE AT ANY TIME PRIOR TO THE EXPIRATION DATE OF THIS LETTER OF
CREDIT UPON BENEFICIARY'S DRAFT DEMAND HEREUNDER.  THE DRAFT DRAWN UNDER THIS
LETTER OF CREDIT MUST BE MARKED "DRAWN UNDER LETTER OF CREDIT NO.
__________________ DATED ______________________________."  THE DRAFT MUST BE
ACCOMPANIED BY A NOTARIZED STATEMENT EXECUTED BY THE BENEFICIARY OR ITS
AUTHORIZED AGENT STATING THAT "___________________________________________IS
ENTITLED TO DRAW UPON THIS LETTER OF CREDIT UNDER THE TERMS OF THAT CERTAIN
LEASE BETWEEN _______________________________________________________ AND
____________________________________________________."



WE ENGAGE WITH YOU THAT THE DEMAND DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS
OF THIS LETTER OF CREDIT SHALL BE DULY HONORED ON DUE PRESENTATION TO US.



THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR
DOCUMENTARY CREDITS (1983 revision), I.C.C. PUBLICATION NO. 400 AND SUBJECT TO
THE UNIFORM COMMERCIAL CODE.



ALL CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.

 BANK OFFICER                 BANK OFFICER

 NAME AND TITLE               NAME AND TITLE

 SEAL                         SEAL

                                      J-1