EXHIBIT 10.7

                                  OFFICE LEASE


         THIS LEASE, made this 24th day of January, 2001, by and between Golden,
Hill Partnership (herein called "Landlord") and BSI2000 (herein called
"Tenant").

         1. LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord for the term, at the dental, and upon. all of the
conditions set forth herein, that certain real property situated in the County
of Jefferson, State of Colorado, commonly known as Suite B-410 at the Golden
Hill Office Centre at, 12600 W. Colfax Avenue Lakewood, Colorado 80215
containing 2,821 rentable square feet. Said leased property with all
improvements and appurtenances is herein called "the Demised Premises".

         2. TERM. The term of this Lease shall be for a period of three (3)
years, commencing on the 1st of February, 2001 or the date Landlord delivers
possession of the Demised Premises, and ending at 12:00 midnight on the 31rst
day of January, 2004, three years thereafter. Landlord will use its best efforts
to complete Preparation of the Demised Premises pursuant to the date the Term
commences.

         3. BASE RENT. In consideration of said demise, the Tenant agrees to pay
the Landlord as base rent for said Demised Premises for the full term aforesaid
the total sum of $152,334.00 payable as follows: $4,231.50 per month beginning
February 1, 2001 and each first thereafter. A deposit of $4,231.50 is required
upon execution of this lease.

         4. ADDITIONAL RENT.

         a. Operating Expenses. Tenant shall pay Landlord additional annual
rental equal to the amount by which the operating expenses for the Building
exceed year 2000 base year expenses per rentable square foot, multiplied by
Tenant's Proportionate Share of 1.14% which is the ratio of the rentable area of
the premises to the total rentable area in the Building.

         Operating expenses shall be defined as:

         (1) Taxes, assessments, and governmental charge whether Federal, State,
County or Municipal, which are levied on or charged against the real estate
where the Premises are located and any other taxes and assessments attributable
to said real estate or its operation excluding, however, federal and State
income taxes;

         (2) Reasonable insurance premiums attributable to the real estate of
which the leases Premises form a part;

         (3) All charges, for electricity, telephone, fuel, light or power, and
other such charges of a utility nature supplied to the property in which
Premises are located; and

         (4) All other operating costs which shall be deemed to include, but not
be limited to, any and all additional expenses which have not been specifically
enumerated hereinabove which



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are incurred by Landlord .in connection with the maintenance, management,
operation and repair (as defined in paragraph 4A hereof) of the real estate of
which the Leased Premises are a part. `

         b. Such rental above shall be paid at monthly intervals, on the first
day of each month, upon receipt of a statement of estimated charges from
Landlord, which statement shall be furnished by Landlord at least annually.

         5. SECURITY DEPOSIT.

         a. Tenant has deposited with Landlord the sum of $4,231.50 to secure
the full and faithful performance of every provision of this Lease to be
performed by Tenant. If Tenant defaults with respect to any provision of this
Lease; including but not limited to the provisions relating to the payment of
rent, Landlord may use, apply or retain all or any part of this security deposit
for the payment of any rent or any other sum. in default, or for the payment of
any other 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 bar reason of Tenant's default. If any portion of said
deposit `is so used or applied, Tenant shall within five (5) days after written
demand therefor deposit cash with Landlord in an amount sufficient to restore
the security deposit to its original amount, and Tenant's failure to do so shall
be a material breach of this Lease. Said deposit shall not be considered as
liquidated damages. If claims of Landlord exceed said deposit, Tenant shall
remain liable for the balance of such, claims. Landlord shall not be required to
keep this security deposit separate from its general funds, and Tenant shall not
be entitled to interest on such deposit.

         b. If Tenant shall fully and faithfully perform every provision of this
Lease to be performed by it, the security deposit or any balance thereof shall
be returned to Tenant (or, at Landlord's option, to the last assignee of
Tenant's interest hereunder) within sixty (60) days after the later of
expiration of the Lease term and Tenants vacation of the premises. In the event
of termination of Landlord's interest in this Lease, Landlord shall transfer the
deposit to Landlord's successor in interest, whereupon Tenant agrees to release
Landlord from liability for the return of such deposit or the accounting
therefore.

         c. As of the close of each calendar year, Landlord shall compute the
actual. Operating Expenses and Taxes of the Building for the previous
twelve-month period (if the Building has been operating for less than twelve
months, the cost of operating the Building for a year shall be determined by
dividing the actual Operating Expenses and Taxes by the number of days of actual
operating and multiplying by 365). Landlord shall deliver to Tenant notice of
such cost and the amount due (taking into account the base year expenses per
square foot annual allowance, if any, from Tenant no later than April 15 of the
year immediately subsequent to the year to which such costs relate. Tenant shall
reimburse Landlord within thirty-days after notice of any deficiency between
estimated Operating Expenses and Taxes paid and actual Operating Expenses and
Taxes incurred. In the event of over-payment by Tenant, the Landlord shall apply
the excess to the next successive installments of Rent due hereunder unless
there are no further rent payments due from Tenant, in which case Landlord shall
pay such excess to Tenant within thirty days of notice. Nothing in the previous
sentence shall require Landlord to apply or reimburse any part of the Base Rent.


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<PAGE>


         6. LATE CHARGES AND INTEREST. If the Tenant shall fail to pay any sum
provided herein within five (5) days of due date as stipulated herein, the
Tenant agrees to pay an additional sum of 10% for each monthly rental payment so
in default to defray the additional bookkeeping and collection costs, in
addition to the payment of any other costs incurred by the Landlord as provided
herein. All sums due to Landlord pursuant to this Lease shall accrue interest at
the rate of 12% per annum.

         7. SERVICES. The Landlord agrees, during the period of this Lease:

         a. to heat the Demised Premises whenever necessary during ,reasonable
business hours of customary heating season. To provide janitor and elevator
service, water and plumbing as determined by Landlord. To provide electricity
for all lighting and for miscellaneous office equipment and normal office
purposes required by Tenant, together with electric bulbs for lamps for lighting
the Demised Premises, which bulbs Landlord shall replace as necessary;

         b. In case Tenant requires electric energy for signs, or any equipment
not part of a normal office operation, such electricity shall be furnished by
Landlord, and the rental payable hereunder shall be increased by an amount
equivalent to the sum paid by the Landlord for such additional electricity.
Unless a flat rate can be mutually agreed upon between the parties hereto, the
additional rental shall be determined by measuring, through metering equipment
furnished and installed by the Tenant, the additional electricity so required by
Tenant and computing the cost thereof at the average rate charged Landlord for
electricity supplied to the building. In the event Tenant requires heating and
air conditioning during off hours, weekends and holidays. Landlord shall on
notice provide such services at a rate to be agreed upon in writing with the
Tenant prior to furnishing same.

         c. To cause public halls to be lighted during the time and the manner
customary in the building. Landlord shall not be liable for failure to supply
such heating, janitor, elevator, lighting or other services, or any of them,
when such failure is not due to gross negligence on its part, it being
understood hat Landlord reserves the right to temporarily discontinue such
services, or any of them, at such times as may be necessary by reason of
accident, repairs, alterations or improvements, or whenever, by reason of
strikes, lockouts, riots, acts of God, governmental regulations, or any other
happening, Landlord is unable to furnish such services.

         d. If any payment of rent as herein provided shall remain unpaid for
more than five days after the same shall become due, Landlord may, without
notice to Tenant, discontinue furnishing lighting, heating and janitor services,
until all arrears of rent shall have first been paid and discharged, and that
Landlord shall not be liable for damages, and that such action shall in no way
operate to release Tenant froze the obligations hereunder.

         8. BUILDING ACCESS. Landlord reserves the right to close and keep
locked all entrance and exit doors of the building on weekends, legal holidays
and on other days between the hours of 6:00 p.m. 8:00 a.m. and during such
further hours as Landlord may deem advisable for the adequate protection of said
building and the property of its tenants.

         9. PARKING. Tenant shall have the non-exclusive right to use in common
with Tenants within the building, their guests, invites and customers, 8,
including two covered,



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passenger automobile parking space located in the parking lot adjacent to the
building in which the Demised Premises are located. The Landlord takes no
responsibility in policing, the parking lot but reserves the right to promulgate
such rules and regulations as it may deem necessary from time to time.

         10. CHARACTER OF OCCUPANCY. Tenant shall use and occupy the Demised
Premises in a careful, safe and proper manner, and only for the purpose of
general office use. Tenant will not use or permit the Demised Premises to be
used for any purposes prohibited by the laws of the United States or the State
of Colorado, or any of the ordinances of any city or county wherein the Demised
Premises are located. Tenant will not use or keep any substance or material in
or about the Demised Premises which nay violate or affect the validity of the
,insurance on said building or increase the hazard of the risk, or which may
prove offensive or annoying to other tenants of the building. Tenant will not
permit any nuisance to be committed in the Demised Premises. Tenant will pay on
demand for any damage to the Demised Premises caused by the misuse of same by
Tenant or his agents or employees.

         11. BUILDING FINISH ITEMS.

         a. Landlord will provide the following building standard finish to
Tenant:

                  (1) Directory. One building standard directory strip will be
provided by Landlord, along with hallway Suite sign.

                  (2) Window Coverings. Building standard blinds or drapes on
exterior windows.

                  (3) Air Conditioning. Landlord will provide building standard
hewing, ventilating and air conditioning system as well as a duct distribution
system. However, Tenant will be responsible for all construction costs
associated with changes to mechanical and electrical systems due to Tenant
requirements which exceed or differ from building standards, or from office as
is now existing.

                  (4) General. All of the items and finishes listed herein will
conform to standard building specifications, as to color, quality, and quantity.
In the event Tenant desires material of its choosing, different from .the office
as it now exists, or desires light fixtures, electrical outlets or telephone
outlets or any other items, not already in the `"office, the cost of the same
shall be borne by the Tenant. The cost of modifications of building standards
for any item shall include the cost of architectural and engineering and the
increased cost of construction.

                  (5) Fixtures. All improvements made to the Demised Premises
shall become a part of the property owned by the Landlord and be surrendered
upon the termination of, or the expiration of, the term of this Lease, in. good
condition, ordinary wear and tear excepted.

                  (6) Limitations. The Landlord shall not be called upon for any
future expenditures on, the Demised Premises during the term of' said Lease
except as is specifically provided in this Lease.


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<PAGE>


         b. Landlord shall advise Tenant, upon the execution of this Lease, of
the estimated cost of any items required by Tenant beyond the limitations set
forth above and the Tenant agrees to pay the Landlord 50% of the estimated costs
upon the execution of this Lease. Landlord hereby acknowledges receipt of
Tenant's share of such estimated costs in the sum of $-0-. Landlord may, within
sixty (60) days after Tenant's occupancy of the Demised Premises, render a final
itemized statement to the Tenant and a bill for the balance of amounts due.
Tenant agrees to pay in full, the balance of any such additional costs to the
Landlord within thirty (30) days of receipt of Landlord's bill and statement.

         c. The Landlord does not provide interior decorating services, and all
o(pound) such design work shall, be performed by others for the Tenant at the
Tenant's sole cost and expense. A11 such design work will be submitted to the
Landlord bar Tenant, and, subject to Landlord's approval thereof, be paid by
Tenant in accordance with part b. of this paragraph.

         12. AVAILABILITY OF PREMISES AND ACCEPTANCE. If for any reason the
Demised Premises shall not be ready or available for occupancy on the date
specified herein, this Lease shall nevertheless continue in full force and
effect and the Tenant shall have no right to rescind, cancel or terminate the
same. The Landlord shall not be liable for damages, if any, sustained by the
Tenant on account of failure to obtain possession at the date specified for
commencement of the term herein. In such event the rent for the Demised Premises
shall not commence until the Tenant is notified that Demised Premises are
available and ready for occupancy, and the date specified in the notification
shall be used for the beginning of the term of this Lease. The Tenant
acknowledges that he has examined the Demised Premises and appurtenances, and
the taking of possession of the Demised Premises by the Tenant shall be
conclusive evidence, as against the Tenant that the Demised Premises and
appurtenance were in good and satisfactory condition when possession of the same
were taken.

         13. MAINTENANCE. Tenant shall not employ any person or persons other
than the janitor of Landlord for the purpose of cleaning the Demised Premises
unless otherwise agreed by landlord. 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. Tenants
shall not cause any unnecessary labor by reason of Tenant's carelessness or
indifference in the preservation of good order and cleanliness. Landlord shall
in no way 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 be
provided by Landlord five (5) nights per week except for legal holidays and
shall include ordinary dusting and cleaning and shall not include cleaning of
carpets or rugs, except normal vacuuming, nor moving of furniture and other
special services. Janitor service will not be furnished on nights when rooms are
occupied after 6:00 p.m. The janitor may at all times keep a passkey and shall
be allowed admittance to the leased premises.

         14. ALTERATIONS.

         a. The Landlord, its agents and servants, shall have the right at any
time to enter the Demised Premises to examine and inspect the same, or to make
such repairs, additions or alterations as it may deem necessary or proper for
the safety, improvement or preservation



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<PAGE>

thereof, and shall at all times have the right, at its election, to make such
alterations or changes to other portions of said building as it may from time to
time deem necessary and desirable.

         b. Tenant shall male no alterations in, or additions to the Demised
Premises without first obtaining the written consent of Landlord. All additions
or improvements made by the Tenant (except only unattached office furniture,
fixtures and equipment) shall be deemed a part of the real estate and permanent
structure thereon and shall remain upon, and be surrendered with, said Demised
Premises at the end of the term, by lapse of time, or otherwise. Prior to Tenant
undertaking any alterations or additions to the Demised Premises, Tenant shall
post the appropriate notices, as required by Landlord, so as to exclude and/or
protect Landlord and/or the Building from the filing of any mechanic's liens.

         15. SUBLETTING. Tenant shall not sublet the Demised Premises, or any
part thereof, nor assign this Lease, or any interest therein, without the prior
written consent of the Landlord. Tenant shall not sublease to existing tenants
in the same building, unless the Demised Premises of that tenant is directly
adjacent to the Demised Premises.

         16. BREACH.

         a. Re-entry. If default be made by the Tenant in the " payment of rent,
or any part thereof, or if the Tenant shall fail to observe or perform any of
the conditions or agreements of this Lease, and such default shall continue for
a period of five days, then and in that event, and as often as the same may,
happen, it shall be lawful for the Landlord, at its election, with or without
legal proceedings, using such force as may be necessary and without notice, to
re-enter and take possession of the Demised Premises, including all
improvements, fixtures and equipment located at, in, or about the Demised
Premises and take, operate, or relet same, in whole or in part, for the account
of Lessee at such rental, on such conditions, and to such tenant(s) as Landlord
in good faith may deem proper. Landlord shall receive all proceeds and/or
rentals accruing from such operation or reletting and shall apply such proceeds
and/or rentals, first, to the payment of all costs and expenses incurred by
Landlord in obtaining possession and in the operation or reletting of the
Demised Premises, fixtures, or equipment, including, but not limited to,
reasonable attorney's fees, commissions, and collection fees, and any
alterations or repairs reasonably necessary to enable Landlord to operate or
relet the Demised Premises, fixtures, or equipment; and second, to the payment
of all such amounts due or becoming due from Tenant under the provisions of this
Lease.

         b. Insolvency. If Tenant shall be declared insolvent or bankrupt, or if
any assignment of Tenant's property shall be made for the benefit of creditors
or otherwise, or if Tenant's leasehold interest herein shall be levied upon
under execution, or seized by virtue of any writ of any Court of law, or a
Trustee in Bankruptcy or a Receiver be appointed for the property of Tenant
("involuntary breach"), whether under the operation of State or Federal
statutes, then and in any such case, Landlord may, at its option, immediately,
with, or without notice (notice being expressly waived), terminate this Lease
and immediately retake possession. of said premises, using such force as may be
necessary, without being guilty of any manner of trespass or forcible entry or
detainer, and without the same working any forfeiture of the obligations of
Tenant hereunder. In such event the Lessor shall be deemed to have a provable
claim in bankruptcy or receivership in an amount equal to: (1) the then-accrued
and unpaid rent,



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<PAGE>

plus (2) an amount equal to the sum of the last nine (9) monthly installments of
the rental provided for herein, which sum is fixed, not as a penalty, but as
liquidated damages by the parties hereto because the actual damages incurred by
Landlord as a result of the involuntary breach would be difficult to ascertain.

         c. Repossession or Reletting Not a Termination. Landlord's Right To
Terminate Not Forfeited. No re-entry, repossession, operation, or reletting of
the Demised Premises or the fixtures and equipment therein shall be construed as
an election by Landlord to terminate this Lease Agreement unless a" written
notice of such intention is given by Landlord to Tenant. Notwithstanding any
operation or reletting without terminating this Lease Agreement, Landlord may at
any time thereafter elect to terminate said Lease Agreement.

         d. Tenant's Obligation to Pay Deficiencies. In The event the proceeds
or rentals received by Landlord pursuant to this paragraph are insufficient to
pay all costs and expenses incurred by Landlord and all amounts due and becoming
due under this Lease Agreement, Tenant shall pay to Landlord, on demand, any
such deficiency as may froze time to time occur or exist.

         e. Landlord's Right to Perform Tenant's Duties at Tenant's Expense.
Notwithstanding any notice provisions contained in this Lease Agreement to the
contrary, if, in the judgment of Landlord, the continuance of any default by
Tenant, other than default in the payment of money, for the full notice period
otherwise provided herein will jeopardize the Demised Premises, the Building, or
the rights of Landlord or other tenants, Landlord may, without notice, elect to
perform or cure, at the expense of Tenant, those acts in respect of which Tenant
is in default and Tenant shall, within ten (10) days following receipt- of
written notice of same; reimburse Landlord for all costs and expenses incurred
by Landlord, together with interest thereon at the rate of eighteen percent
(18%) per annum until paid in full.

         f. Landlord's Right to Terminate Lease. In the event of Tenant's
default as provided in this paragraph, Landlord may, at its option, without
further notice, terminate this Lease Agreement, and may thereupon immediately
reenter and take possession of the Demised Premises.

         g. Landlord's Right on Termination to Recover Amount Equal to Rent
Reserved. If this Lease Agreement is terminated by Landlord on account of any
default by Tenant, Landlord shall be entitled to recover as damages from Tenant,
at the time of such termination, along with any and all other damages to which
it is entitled, the excess, if any, of the amount of rent provided herein for
the balance of the term hereof over the then reasonable rental value of the
Demised Premises for the same period. It is agreed that the "reasonable rental
value" shall be the amount of rental which Landlord can obtain as rent for the
remaining balance of the term.

         h. Landlord's Remedies Cumulative. Landlord shall have the right to
seek all remedies provided in this Lease Agreement and by the governing law.
Each and all of the remedies provided Landlord in this Lease Agreement or by law
shall be cumulative, and the exercise of one right or remedy by Landlord shall
not impair its right to exercise any other right or remedy.


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<PAGE>


         i. Tenant's Waiver of Claims Against Landlord. Tenant hereby waives all
claim or demand for damages that may be caused by Landlord's re-entering and
taking possession of the Demised Premises as provided in this paragraph,
including, but not limited to, damages resulting from the destruction of, or
damage, to, the Demised Premises and damages resulting from loss or injury to
property in or on the Demised Premises at the time of such reentry, belonging to
Tenant or any other person, firm or corporation.

         17. SURRENDER OF POSSESSION. The Tenant shall deliver up and surrender
to the Landlord possession of the Demised Premises at the expiration or
termination of this Lease, by lapse of time oar otherwise, in as good repair as
when the Tenant obtained the same at the commencement of said term, excepting
only ordinary wear and tear, or damage by the elements, (occurring without the
fault of the Tenant or other persons permitted by the Tenant to occupy or enter
the Demised Premises or any part thereof), or by act of God, or by insurrection,
riot, invasion or commotion, or of military or usurped power.

         18. PAYMENTS AFTER TERMINATION. No payments of money by the Tenant to
the Landlord, after the giving of notice of termination or demand for possession
by the Landlord to the Tenant, shall reinstate, continue or extend the tern of
this Lease or affect any notice given to the Tenant prior to the payment of such
money, it being agreed that after the service of notice or the commencement of a
suit or after judgment granting the Landlord possession of said premises, the
Landlord may receive and collect any sums of rent due, or any other sums of
money due under the terms of this Lease, and 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 any judgment theretofore obtained.

         19. HOLDING AFTER TERMINATION. If the Tenant retains possession of the
Demised Premises, or any part thereof, after the termination of this Lease by
lapse of time or otherwise, the Tenant shall pay to the Landlord rent at 1.5
times the rate of rental specified in this Lease for the time the Tenant thus
remains in possession. If the Tenant remains in possession of the Demised
Premises, or any part thereof, after the termination of the term by lapse of
time or otherwise, the Landlord may terminate the tenancy immediately and
without notice. The provisions of this Article do not waive the Landlord's right
of re-entry or any other right under this Lease.

         20. REMOVAL OF TENANT'S PROPERTY. If the Tenant shall fail to remove
all personal property from the Demised Premises upon the abandonment' or upon
the termination of the Lease for any cause whatsoever, the Landlord, at its
option, may remove the same in any manner that it shall choose, and store the
personal property without liability to the Tenant for loss thereof. Tenant
agrees to pay the Landlord on demand any and all expenses incurred in, such
removal, including court costs and attorney's fees and storage charges on such
property for any length of time the same shall be in the Landlord's possession.
The Landlord, at its option, without notice, may sell said property, or any of
the same, at private sale and without legal process, for such prices as the
Landlord may obtain, and apply the proceeds of such sale upon any amounts due
under this Lease from the Tenant to the Landlord and upon the expense incident
to the removal and sale of said effects, rendering the surplus, if any, to the
Tenant.


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<PAGE>


         21. LOSS OR DAMAGE TO TENANT'S PROPERTY. All personal property of any
kind or description whatsoever in the Demised Premises shall be at the Tenant's
sole risk, and the Landlord shall not be held liable for any damage done to or
loss of such personal property, or for damage or loss suffered by the business
or occupation of the Tenant arising from any act or neglect of cotenants or
other occupants of the building, or of their employees or the employees of the
Landlord or of other persons, or :from bursting, overflowing or leaking of
water, sewer or steam pipes, or from heating or plumbing fixtures, or from
electric wires, or from gases, or odors, or other causes in any other manner
whatsoever, except in the case of willful neglect, on the part of the Landlord.

         22. FIRE OR OTHER CASUALTY.

         a. In the event of minor damage to the Premises by fire or other cause
which renders the premises untenantable in part but Tenant is able to conduct
its business therein, and Tenant continues to occupy them in part, the rent
shall be apportioned and reduced from the date the damage occurs in the
proportion that the unoccupied portion of the Premises bears to the entire
Premises until the damage has been repaired.

         b. In the event of substantial, damage (including destruction) to the
Premises by fire or any other cause which renders the Premises untenantable in
whole or in such part that it is impractical for Tenant to conduct its business
therein, the rent shall wholly abate and be apportioned from the date the damage
occurs until the damage has been repaired.

         c. In the event of either minor or substantial damages, unless this
Lease is terminated as hereafter provided in Paragraph 0 hereof, Landlord shall
commence within ten (10) days after the date the damage occurs (or within ten
(10) days after receipt of such notice is given) to repair the Premises to the
condition in which they were immediately prior to such damage, and Landlord
shall complete, such repair with due diligence and dispatch. If the damage is
not repaired within a reasonable time or in any event within sixty (60) days
from the date the damage occurs in the case of minor, damage and one hundred
twenty (120) days from the date the damage occurs in the case of substantial
damage, Tenant shall have the right to terminate this Lease by giving Landlord
written notice (served no later than thirty (30) days after such right to cancel
and terminate arises) of termination. Tenant may terminate this Lease
immediately in the event that the damage cannot be repaired within one hundred
twenty (120) days and Tenant provides to Landlord the written opinion of a
registered professional engineer so stating.

         d. In the event the Premises are damaged at any time by fire or any
other cause to the extent of fifty percent (50%) or more of the replacement
value thereof as of the date such damage occurs, this Lease may be terminated at
the election of Landlord by giving notice in writing of such election to Tenant
within twenty (20) days from the date the damage occurs. Upon such termination,
any unearned rent or other payments and deposits paid in advance beyond the date
of the damage shall immediately be refunded to Tenant, and the Security
instrument shall be returned to Tenant.


                                       9
<PAGE>


         23. INSURANCE.

         a. Property. Tenant shall procure and maintain at all times during the
term of this Lease at its own cost, primary insurance coverage for all of
Tenant's leasehold improvements and personal property in or about the Demised
Premises, in an amount not less than ninety percent (90%) of the replacement
cost thereof, including broad form fire and extended casualty coverage,
sprinkler leakage, vandalism and malicious mischief. The policy or policies
shall name Landlord as an additional insured. Landlord shall be entitled to
recover thereunder for any loss occasioned to Landlord by reason of Tenant's
negligence. Any proceeds shall be first used for the repair or replacement of
leasehold improvements damaged or destroyed during the term of this Lease. Each
party for its insurers hereby waives all claims of subrogation, if any, such
insurer has against the other party so long as both parties can grant such
waivers under its insurance policies without payment of additional premiums.

         b. Liability. Tenant shall procure and maintain at its cost public
liability insurance in amounts not less than $300,000.00 per person and
$500,000.00 per occurrence for personal injury, not less than $100,000.00 for
property damage coverage and worker's compensation insurance as required by law
to protect Tenant's employees.

         c. Certificates. Tenant shall deliver certificates evidencing all
insurance to Landlord before taking possession of the Demised Premises and not
less than ten (10) days before the expiration of any certificate previously
delivered.

         24. INDEMNIFICATION. Tenant shall defend, indemnify and hold Landlord,
its employees and agents harmless from and against any and all claims, demands,
causes of action, damages, liabilities, judgments, and reasonable attorney fees
arising from: (i) any injury to or death of or damage to any person or property
sustained or incurring in, on or about the Demised Premises, unless due to the
gross negligence of Landlord, its agents or employees; (ii) any act, omission or
negligence of Tenant's concessionaires, licensees, customers, invitees or
guests; and (iii) any breach or default in the performance or observance of any
obligation on Tenant's part to be performed or observed under this Lease. In the
event any action or proceeding is brought against Landlord, its employees or
agents by reason of any such claim, Tenant, upon notice from Landlord, shall
defend such action or proceeding at Tenant's expense by counsel reasonably
satisfactory to Landlord (but Landlord shall accept counsel provided by Tenant's
insurance company defending such a claim).

         25. CONDEMNATION. In the event the Demised Premises, or any part
thereof, shall be taken and condemned for public purposes by the proper
authorities, then and in that event the rental shall be adjusted in a fair and
appropriate manner depending upon the portion of the Demised Premises so taken.
Otherwise, insofar as the remainder of the Demised Premises is concerned, the
said Lease shall remain in full force and effect, at the option of the Landlord.
It is further agreed that in the event of condemnation proceedings, the Tenant
shall have no claim against the Landlord other than the adjustment of rent as
hereinbefore mentioned, and any award made shall be the sole property of the
Landlord.

         26. ENCUMBRANCES. This Lease is subject and subordinate to the lien of
any trust deeds or mortgages which now are, or at any time may be made a lien
upon the Demised



                                       10
<PAGE>

Premises, or the building in which the Demised Premises are situate. The Tenant
agrees to execute and deliver upon request such further instrument or
instruments subordinating this Lease to the lien of any such trust deeds or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord his attorney-in-fact irrevocably, to execute,
acknowledge and deliver any such instrument or instruments for the Tenant, as
the Landlord may deem necessary. Further, this Lease shall not take effect until
approved by the beneficiary of any such mortgage or deed of trust.

         27. NOTICES. Any notice by the Landlord to the Tenant shall be deemed
to be duly given, if in writing and hand delivered to the Tenant in person, by
handing said notice to anyone at the Demised Premises, or posted on the Demised
Premises, or sent by registered or certified mail, in a prepaid envelope
addressed to the Tenant at the address of the Demised Premises. Any notice by
the Tenant to the Landlord shall be in writing and deemed to be duly given if
mailed by registered or certified mail, return receipt requested in a prepaid
envelope addressed to Landlord at 12600 West Colfax Avenue, Suite B-130,
Lakewood, Colorado 80215.

         28. ATTORNEYS FEES AND COSTS. The Tenant shall pay all attorney's fees
and expenses of the Landlord incurred to enforce any of the obligations of the
Tenant under this Lease, or in any litigation involving Tenant or in any
litigation or negotiation, in which the Landlord shall, without its fault,
become involved, through, or on account of, the Tenant, his guests, servants or
employees.

         29. NOTICE OF TERMINATION. In consideration of the rate of rental as
provided herein, at least one hundred twenty (120) days prior to the expiration
of the terms hereof, the Tenant shall give written notice to the Landlord of his
intention to surrender possession and vacate the Demised Premises during the
final sixty (60) day period of this Lease. Nothing herein, contained, shall be
deemed to require Landlord to extend the terms of this Lease with Tenant or to
enter into a new Lease with Tenant unless mutually agreed-upon terms are
negotiated and evidenced by a written document signed by all parties hereto.

         30. RULES AND REGULATIONS. The rules and regulations attached hereto
shall be, and are hereby, made a part of this Lease. The Tenant agrees that his
employees and agents, and any others permitted by the Tenant to occupy or enter
said premises, will at all times abide by said rules. A default in the
performance and observance thereof shall constitute a default under this Lease.
Said rules and regulations may be amended from time to time by Landlord and
shall be binding upon Tenant upon Tenant receiving notice of the same.

         31. WAIVER. No waiver of any breach of any one or more of the
conditions or covenants of this Lease by the Landlord shall be deemed to imply
or constitute a waiver of any succeeding or other breach hereunder.

         32. AMENDMENT OR MODIFICATION. The Tenant acknowledges and agrees that
he has not relied upon any statements, representations, agreements or
warranties, except such as are expressed herein, and that no amendment or
modification of this Lease shall be valid or binding unless expressed in writing
and executed by the parties hereto in the same manner as the execution of this
Lease.


                                       11
<PAGE>


         33. SALE BY LANDLORD. In the event of a sale, conveyance or other
transfer of Landlord's interest in the Building containing the Demised Premises,
the same shall operate to release Landlord from any further liability upon all
of the covenants or conditions, expressed or implied herein contained in favor
of Tenant. In such event, Tenant agrees to look solely to the responsibility of
the successor in interest of Landlord in and to this Lease. This Lease shall not
be affected by any such sale, and the Tenant agrees to attorn to the purchaser
or assignee, and execute any instrument requested to confirm such attornment.

         34. RELOCATION. If the Demised Premises are less than 3,000 rentable
square feet, Tenant agrees that Landlord may relocate Tenant to comparable
space, agreed by both parties, in the Building containing at least the same
amount of rentable space as is contained in the Demised Premises, provided that
the rent is not increased above the amount payable hereunder and the costs of
relocating Tenant, including the cost of altering the new space to make it
comparable to the Demised Premises, is borne by Landlord.

         35. PERSONAL PROPERTY TAXES. Tenant shall pay, before delinquent, all
taxes and charges levied, assessed, or imposed on Tenant's fixtures, equipment
and all other personal property in and on the Demised Premises, whether or not
affixed to the Real Property. Failure by Tenant to comply with this paragraph
shall, be, at Landlord's option, a breach of this Lease.

         36. HEADINGS. The paragraph headings set forth herein aye designed only
to facilitate examination hereof, and are not controlling as to, nor are they
limitations upon, the contents of the respective paragraphs.

         37. APPLICABLE LAW. This agreement has been, executed in the state of
Colorado and shall be governed by the laws thereof.

         38. NUMBER AND GENDER. Unless the context otherwise requires, words
denoting the singular may be construed as denoting the plural, words denoting
the plural may be construed as denoting the singular, and words of one gender
may be construed as denoting another gender, as is appropriate.

         39. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors and assigns of the
parties.

         40. TENANT FINISH. The above reflects the space as it is. Tenant has
been in the space as a subtenant for some time.

         41. FINANCIALS. The above is subject to Landlord receiving and
approving the full set of financial statements on BSI2000 and confirmation of
the funds being invested in the company in the amount exceeding one million
dollars.

         Notwithstanding any provision to the contrary herein set forth, unless
this Lease is executed by the Tenant herein above named and returned to Propp
Realty, Inc. on or before the 26th day of January, 2001, then this Lease shall
be null and void and have no binding effect.


                                       12
<PAGE>


         EXECUTED this 24th day of January, 2001.

                                    LANDLORD:

                                    By:      Daryll Propp
                                             ----------------------------------
                                    Name:    Daryll Propp
                                             ----------------------------------
                                    Title:   Agent
                                             ----------------------------------


                                    TENANT:

                                     By:      /s/ [Illegible Signature]
                                             ----------------------------------
                                     Personally By:   /s/ BSI2000, Inc.
                                                    ---------------------------
                                     Date:             /s/ 26 January 2001
                                                    ---------------------------







                                       13
<PAGE>




                              RULES AND REGULATIONS

         1. The sidewalks, entries, passages, stairways shall not be obstructed
by the Tenant, or its agents, or used by them for any purpose other than ingress
and egress to and from their offices.

         2. a. Furniture, equipment or supplies shall be moved or out of the
building only during such hours and in such manner as may be prescribed by the
Landlord.

            b. No safe or article, the weight of which may constitute a hazard
to the building or the equipment, shall be moved into the Demised Premises. The
Landlord shall have the right to designate the location of such articles in the
Demised Premises.

         3. The name of the Tenant shall not be placed upon any part of the
building except upon the hall suite sign of the Demised Premises and then only
by such persons and of such size, form and color, as shall be first specified by
the Landlord.

         4. Plumbing fixtures shall not be used for any purpose other than that
for which the same are intended, and any damage resulting to the same from
misuse on the part of the Tenant, its agents or employees, shall be paid for by
the Tenant. No person shall waste water by tying back or wedging the faucets, or
in any other manner.

         5. No animals shall be allowed in the offices, halls or corridors in
the building,

         6. Bicycles or other vehicles shall not be permitted in the offices,
halls or corridors in the building, nor shall any obstruction of sidewalks or
entrances of the building be permitted.

         7. No person shall disturb the occupants of this or adjoining buildings
or Demised Premises by the use of any television, radio or musical instrument or
by the making of loud or improper noises.

         8. The Tenant shall not allow anything to be placed on the outside
window ledges of the building, nor shall anything be thrown by the Tenant, its
agents or employees, out of the windows or doors, or down the courts or
skylights of the building.

         9. No additional lock or locks shall be placed by the Tenant on any
door in the building unless written consent of the Landlord shall first have
been obtained. A reasonable number of keys to the Demised Premises and to the
toilet rooms will be furnished by the Landlord, and neither the Tenant, the
agents or employees, shall have any duplicate key made. At the termination of
this tenancy, the Tenant shall promptly return to the Landlord all keys to
offices, toilet rooms or vaults.

         10. No awnings shall be placed over the windows.


                                       A-1

<PAGE>


         11. The Tenant, before closing and leaving the Demised Premises at any
time, shall close all operable windows in order to avoid possible damage from
fire, storm, freezing or the elements.

         12. The use of oil, gas or inflammable liquids for heating, lighting or
any other purpose is expressly prohibited. Explosives or other articles deemed
extra hazardous shall not be brought into the building.

         13. The Tenant shall not mark upon, paint signs upon, cut drill into,
or in any way deface the walls, ceiling, partitions or floors of the Demised
Premises or of the building, and any defacement, damage or injury caused by the
Tenant, its agents or employees, shall be paid for by the Tenant.

         14. The Landlord shall at all times have the right, by its officers or
agents, to enter the Demised Premises to inspect and examine the same and to
show the same to persons wishing to Lease, purchase or mortgage.

         15. The Landlord reserves the right to make such other and further
reasonable rules and regulations as in its judgment may from time to time be
needful and desirable for the safety, care and cleanliness of the Demised
Premises and for the preservation of good order therein.

         16. Tenant agrees to furnish at its cost and use chair pads under all
chairs and stools in the carpeted areas of the building throughout the term of
this Lease unless the prior written consent of Landlord is obtained.



Attachment




                                      A-2