EXHIBIT 10.4

                                    SUBLEASE

      THIS SUBLEASE is made this 7th day of October,  1996 between Gerrity Oil &
Gas  Corporation  (the  "Lessee") and ShadowNet  Mortgage  Technologies,  LLC, a
Colorado Limited Liability Company (the "Sublessee").

      In  consideration  of the  payment  of  rent  and the  performance  of the
promises by the  Sublessee  set forth  below,  the Lessee does hereby lease 3560
rentable  square feet located on the tenth floor of the Mountain  Towers  Office
Building  (address  below) to the  Sublessee the  following  described  premises
situated  in the City and County of Denver,  State of  Colorado,  the address of
which is: 4100 E. Mississippi Ave.

            Denver, Colorado 80222

      TO HAVE  AND TO HOLD the same  with  all the  appurtenances  unto the said
Sublessee  from 12 o'clock noon on the 1st day of November  1996, or the date of
substantial completion, whichever is later to 12 o'clock noon on the 31st day of
July, 2000 at and for a rental of $5,073.00 per month payable without notice and
in  advance  of the first day of each  calendar  month  during  the term of this
Sublease at the office of the Lessee at:

            Patina Oil & Gas Corporation
            1625 Broadway
            Suite 2000
            Denver, Colorado  80202
            Attn: Steve Studer

The Sublessee,  in  consideration  of the subleasing of the premises,  agrees as
follows:

      1.  To pay the rent for the premises above-described.

      2. At the expiration of this Sublease to surrender the premises in as good
a condition as when the Sublessee entered the premises, loss by fire, inevitable
accident,  and  ordinary  wear  excepted.  To keep the  premises  in a clean and
sanitary condition as required by the ordinances of the city and county in which
the property is situated.

      3. To sublet no part of the  premises,  and not to assign the  sublease or
any  interest  therein  without the written  consent of the Lessee.  The parties
contemplate that Sublessee may desire to sublet a portion of the premises in the
future, and Lessee will not unreasonably  withhold consent to any such sublease.
Further,  notwithstanding  the foregoing,  Sublessee may, with notice to Lessee,
sublet up to 20% of the  premises to other  individuals  or entities who perform

<PAGE>

all or a portion of their  services on behalf of the  Sublessee  or its clients.
Any such  subleasing  will be made  subject  to the terms of the  primary  lease
executed  by Lessee on August 22,  1995  ("Primary  Lease")  and this  Sublease.
Finally,  any lawyer who is  affiliated  with  Sublessee  may provide  legal and
related services to clients through an entity other than Sublessee.

      4. To use the premises only for general office use and to use the premises
for no  purposes  prohibited  by the laws of the  United  States or the State of
Colorado,  or of the  ordinances  of the city or town in which said premises are
located, and for no improper or questionable purposes whatsoever, and to neither
permit nor suffer any disorderly conduct, noise or nuisance having a tendency to
annoy or disturb any persons occupying adjacent premises.

      5. To neither hold nor attempt to hold the Lessee liable for any injury or
damage, either proximate or remote,  occurring through or caused by the repairs,
alterations,  injury or accident to the premises, or adjacent premises, or other
parts of the above premises not herein demised, or byreason of the negligence or
default of the owners or occupants thereof or any other person,  nor to hold the
Lessee liable for any injury or damage occasioned by defective  electric wiring,
or the breakage or stoppage of plumbing or sewerage  upon said  premises or upon
adjacent  premises,  whether by breakage or stoppage  results  from  freezing or
otherwise;  to neither permit nor suffer said  premises,  or the walls or floors
thereof,  to be endangered by overloading,  nor said premises to be used for any
purpose which would render the insurance thereon void or the insurance risk more
hazardous,  nor make any  alterations  in or  changes  in,  upon,  or about said
premises without first obtaining written consent of the Lessee therefor.

      6. To allow the Lessee to enter upon the  premises  at any  reasonable
hour with reasonable prior notice.

      7. This  Sublease  is  subject to all of the terms and  conditions  of the
Primary Lease.  Sublessee agrees to be bound by all terms and conditions of said
Lease,  and agrees not to violate any of the terms and  conditions  thereof,  or
cause the terms and conditions thereof to be violated.

      8. No assent,  express or implied, to any breach of any one or more of the
agreements  hereof shall be deemed or taken to be a waiver of any  succeeding or
other breach.

<PAGE>

      9. Subject to the provisions of a lease of the premises between  Sublessee
and the owner of the premises  commencing  upon  termination of this Sublease as
described in Paragraph 5 of the  Additional  Provisions  of this  Sublease,  if,
after the expiration of this Sublease,  the Sublessee shall remain in possession
of the premises and continue to pay rent without a written agreement with Lessee
as to such  possession,  then such  tenancy  shall be  regarded  as a tenancy at
sufferance,  at a monthly  rental,  payable in advance,  equivalent  to the rent
schedule outlined in the Additional Provisions of this Sublease,  and subject to
all the terms and conditions of this Sublease.

      10. If the  premises  are left  vacant  and any part of the rent  reserved
hereunder is not paid,  then the Lessee may,  without being  obligated to do so,
and without  terminating this sublease,  retake  possession of the said premises
and rent the same for such  rent,  and upon such  conditions  as the  Lessee may
think best, making such change and repairs as may be required, giving credit for
the amount of rent so received  less all  expenses of such  changes and repairs,
and the  Sublessee  shall be liable for the balance of the rent herein  reserved
until the expiration of the term of this sublease.

      11.  Security deposit is intentionally waived.

      12. If any part of the rent  provided  to be paid  herein is not paid when
due, or if there is a default by Sublessee in the  observance or  performance of
any condition or covenant of this Sublease,  and such default  continues for ten
(10) days after Lessee provides written notice thereof to Sublessee,  Lessee may
treat the occurrence of such event as a default under this Sublease.  If, at any
time, this sublease is terminated under this paragraph,  the Sublessee agrees to
peacefully  surrender the premises to the Lessee  immediately upon  termination,
and if the Sublessee remains in possession of the premises,  the Sublessee shall
be deemed guilty of forcible  entry and detainer of the premises,  and,  waiving
notice, shall be subject to eviction with due process of law.

      13. In the event of any dispute  arising under the terms of this sublease,
or in the event of  non-payment  of any sums arising  under this sublease and in
the event the matter is turned over to an attorney, the party prevailing in such
dispute  shall be entitled,  in addition to other  damages or costs,  to receive
reasonable attorney's fees from the other party.

      14. In the event any  payment  required  hereunder  is not made within ten
(10) days after the payment is due, a late charge in the amount of five  percent

<PAGE>

(5%) of the payment will be due immediately by the Sublessee.

      15. If (1) any petition shall be filed by or against  Sublessee to declare
Sublessee a debtor under the Federal  Bankruptcy Code, for the reorganization or
rehabilitation of Sublessee or to delay,  reduce or modify  Sublessee's debts or
obligations,  or if any  petition  shall  be  filed  or  other  action  taken to
reorganize or modify Sublessee's capital structure if Sublessee is a corporation
or other entity, or if Sublessee be declared insolvent according to law; and (2)
the  Landlord  under the  Primary  Lease  terminates  the lease  between  it and
Sublessee  with respect to the  remainder of the floor on which the premises are
located, Lessee may declare this Sublease ended, and all rights of the Sublessee
shall terminate and cease.

      1. ____ Sublessee agrees to carry liability  insurance in the amount of $2
million or more, naming the Lessee as additional insured.

      THIS   SUBLEASE   shall  be  binding  on  the  parties,   their   personal
representatives, successors and assigns.

ADDITIONAL PROVISIONS:

1. ____ TENANT  IMPROVEMENTS.  Lessee agrees to complete tenant  improvements on
behalf  of  Sublessee  per  the  attached  floor  plan  (see  Exhibit  A).  Said
improvements  shall be  constructed  by  Lessee's  contractors  with a estimated
budget of $91,241.00.  Any savings from this budgetary amount shall inure to the
benefit of Lessee.  Lessee is responsible for all construction  costs and design
fees per final construction documentation which shall be mutually agreed upon.

2. ____ OPERATING EXPENSES.  Sublessee shall be responsible for its share of the
operating  expenses as specified  in the Primary  Lease,  except that  Sublessee
shall have a 1996 base year expense stop.  Sublessee  shall pay any increases in
the operating  expenses over  Sublessee's  base year expense stop.  Lessee shall
pay,  throughout the term of this sublease,  the difference  between the expense
stop in the primary lease and the 1996 base year expense stop.

3.      FLOORPLATE. The floor plan (Exhibit A) by W.E. Kieding Associates
is attached  and made a part  hereof  shall  define the  premises  subleased  by
Sublessee from Lessee.

4.      PARKING. Lessee will provide three (3) structured surface spaces at no
charge for the term of this Sublease.

5. ____ This  Sublease is subject to  Sublessee  executing a Lease  modification
modifying its existing lease relating to the remainder of the floor on which the
premises are located  extending  that lease until at least  October 31, 2001 and

<PAGE>

providing  for the lease of the  premises  from  August  1, 2000  until at least
October 31, 2001. In the event the Lease modification is not executed by October
1, 1996, this Sublease shall be void.

6. ____ Lessee  shall not  exercise  any right to  terminate  the Primary  Lease
pursuant to Paragraph 18  (Condemnation)  or Paragraph 12.1 (Repair of Damage to
Premises) of the Primary  Lease with  respect to the premises  without the prior
written consent of the Sublessee.

7. ____ Lessee shall not exercise any "Early  Termination" rights in the Primary
Lease,  including rights described in Paragraph 23.06 of the Primary Lease, with
respect to the premises without the prior written consent of Sublessee.

8. ____ If service is  interrupted  as described in Paragraph 7.5 of the Primary
Lease,  and if the  premises  remain  unusable for their  intended  purpose as a
result of such  failure,  interruption  or  reduction  for a  continuous  period
exceeding  one  hundred  twenty  (120)  days and  Sublessee  does not occupy the
premises as a result thereof, and Sublessee exercises its right to terminate its
lease  for the  remainder  of the  floor  on which  the  premises  are  located,
Sublessee may terminate this Sublease upon ten (10) days prior written notice.

9. ____ Lessee  warrants  that it is not currently in default under the terms of
the Primary Lease.  Lessee shall remain  responsible for and shall timely pay to
the landlord  under the Primary  Lease all payments  required  under the Primary
Lease.  If Lessee shall fail to make such payments,  Sublessee may make payments
required  under the Primary  Lease  directly to the  landlord  under the Primary
Lease.

10.  Lessee shall be  responsible  for all broker fees in  connection  with this
Sublease,  including fees due Commercial Broker Associates  subject to the terms
and conditions of the separate commission agreement between  LundeCommercial and
Commercial Broker Associates.

11. No waiver by Lessee of any breach by  Sublessee  of any term,  condition  or
covenant of this Sublease or of the Primary  Lease shall  constitute a waiver of
any other breach by Sublessee of any such term, condition or covenant.


_____________________________________     Date_____________________________

SUBLESSEE


\_____________________________________     Date _____________________________

LESSEE