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                                                                   EXHIBIT 10.12

                                                                       AGREEMENT

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<S>                                                    <C>
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CLIENT: Stokes Ellis, Inc.                             CENTER: Inverness Center
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ADDRESS: 18023 E. Peakview Place                       ADDRESS: 400 Inverness Parkway, Suite 200
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CITY, STATE AND ZIP: Aurora, CO 80116                  CITY, STATE AND ZIP: Englewood CO 80112
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EMAIL ADDRESS: jrnieder@aol.com                        EMAIL ADDRESS: kathy.bagby@hq.com
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PHONE: 303-817-4222                  Jeff Nieder       PHONE: 303-850-0003                 Kathy Bagby
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FAX:                                 CONTACT NAME      FAX: 303-771-0080                  CONTACT NAME
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BILLING ADDRESS (IF DIFFERENT FROM ABOVE):
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TYPE OF BUSINESS OR SERVICE:
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PERSONS AUTHORIZED TO CHARGE TO ACCOUNT:
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REFERRING BROKER:
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REAL ESTATE COMPANY NAME:
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REAL ESTATE COMPANY ADDRESS:
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PROGRAM: Full Office Program                           NUMBER OF OFFICES: 3
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OFFICE NUMBERS: 43,44,45
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INITIAL TERM: 6 Months
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FIXED MONTHLY FEES:

$3000.00

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REFUNDABLE RETAINER: $3600.00      FIXED FEE PAYMENT DATE: 1ST OF MONTH    SERVICE FEE PAYMENT DATE: 1ST OF MONTH
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START DATE: 5-01-03
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This agreement will automatically renew for the same period of time as the
initial term at the then current rates for the offices and/or services.



If I have less than three (3) offices, I will give sixty (60) days written
notice to cancel my renewal.

If I have three (3) or more offices, I will give ninety (90) days written
notice to cancel my renewal.

I have read and understand the terms and conditions on the reverse side and I
agree to be bound by those terms and conditions.


(HQGLOBAL WORKPLACES LOGO)                                            www.hq.com
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                              TERMS AND CONDITIONS

1.  OFFICE ACCESS. As a client you have a license to use the office(s) assigned
    to you. You also have shares use of common areas in the center. Your office
    comes with standard office furniture. You have access to your office(s)
    twenty-four (24) hours a day, seven (7) days a week. Our building provides
    office cleaning, maintenance services, electric heating and air conditioning
    to the center during normal business hours as determined by the landlord for
    the building.

       We reserve the right to relocate you to another office in the center from
    time to time. If we exercise this right it will only be to an office of
    equal or larger size and configuration. This relocation is at our expense.

       We reserve the right to show the office(s) to prospective clients and
    will use reasonable efforts not to disrupt your business.

2.  SERVICES. In addition to your office, we provide you with certain services
    on an as requested basis. The fee schedule for these services is available
    upon request. The fees are charged to your account and are payable on the
    service fee payment date listed on the reverse side of this agreement. You
    agree to pay all charges authorized by you or your employees. The fee
    schedule is updated from time to time.

       HQ Global Workplaces (HQ) and vendors designated by HQ are the only
    service providers authorized to provide services in the center. You agree
    that neither you nor your employees will solicit other clients of the center
    to provide any service provided by HQ or its designated vendors, or
    otherwise.

       In the event you default on your obligations under this agreement, you
    agree that HQ may cease to provide any and all services including telephone
    services without resort to legal process.

3.  PAYMENTS. You agree to pay the fixed and additional service fees and all
    applicable sales or use taxes on the payment dates listed on the reverse
    side of this agreement. If you dispute any portion of the charges on your
    bill, you agree to pay the undisputed portion on the designated payment
    date. You agree that charges must be disputed within (90) days or you waive
    your right to dispute such charges. You may be charged a late fee for any
    late payments.

       When you sign this agreement you are required to pay your fixed fee, set
    up fees and a refundable retainer. The refundable retainer will not be kept
    in a separate account from other funds of HQ and no interest will be paid to
    you on this amount. The refundable retainer may be applied to outstanding
    charges at any time at our discretion. We have the right to require that you
    replace retainer funds that we apply to your charges. At the end of the term
    of this agreement, if you have satisfied all of your payment obligations, we
    will refund you this retainer within forty-five (45) days.

4.  OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect
    nature of verbal, written and electronic communications, neither HQ nor HQ's
    landlord or any of their respective officers, directors, employees,
    shareholders, partners, agents or representatives shall be responsible for
    damages, direct or consequential, that may result from the failure of HQ to
    furnish any service, including but not limited to the service of conveying
    messages, communications and other utility or services. Your sole remedy and
    HQ's sole obligation for any failure to render any service, any error or
    omission, or any delay or interruption of any service, is limited to an
    adjustment to your bill in an amount equal to the charge for such service
    for the period during which the failure, delay or interruption continues.

       WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY
    AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR
    DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR
    PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR
    OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. HQ
    DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
    PURPOSE.

5.  LICENSE AGREEMENT. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN
    REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE
    LICENSE. We retain legal possession and control of the center and the office
    assigned to you. Our obligation to provide you space and services is subject
    to the terms of our lease with the building. This agreement terminates
    simultaneously with the termination of our lease or the termination of the
    operation of our center for any reason. As our client you do not have any
    rights under our lease with our landlord. When this agreement is terminated
    because the term has expired or otherwise, your license to occupy the center
    is revoked. You agree to remove your personal property and leave the office
    as of the date of termination. We are not responsible for property left in
    the office after termination.

6.  DAMAGES AND INSURANCE. You are responsible for any damages you cause to the
    center or your office(s) beyond normal wear and tear. We have the right to
    inspect the condition of the office from time to time and make any necessary
    repairs.

       You are responsible for insuring your personal property against all
    risks. You have the risk of loss with respect to any of your personal
    property. You agree to waive any right of recovery against HQ, its
    directors, officers and employees for any damage or loss to your property
    under your control. All property in your office(s) is understood to be under
    your control.

7.  DEFAULT. You are in default under this agreement if; 1) you fail to abide by
    the rules and regulations of the center, a copy of which has been provided
    to you; 2) you do not pay your fees on the designated payment date and after
    written notice of this failure to pay you do not pay within five (5) days;
    and 3) you do not comply with the terms of this agreement. If the default is
    unrelated to payment you will be given written notice of the default and you
    will have ten (10) days to correct the default.

8.  TERMINATION. You have the right to terminate this agreement early; 1) if
    your mail or telecommunications service or access to the office(s) is cut
    for a period of ten (10) concurrent business days; 2) in accordance with a
    negotiated buy out agreement; or 3) in connection with a transfer to another
    center in the HQ network.

       HQ has the right to terminate this agreement early; 1) if you fail to
    correct a default or the default cannot be corrected; 2) without opportunity
    to cure if you repeatedly default under the agreement; or 3) if you use the
    center for any illegal operations or purposes.

9.  RESTRICTION ON HIRING. Our employees are an essential part of our ability to
    deliver our services. You acknowledge this and agree that, during the term
    of your agreement and for six (6) months afterward, you will not hire any of
    our employees. If you do hire one of our employees, you agree that actual
    damages would be difficult to determine and therefore you agree to pay
    liquidated damages in the amount of one-half of the annual base salary of
    the employee you hire. You agree that this liquidated damage amount is fair
    and reasonable.

10. MISCELLANEOUS.
A. All notices are to be in writing and may be given by registered or certified
   mail, postage prepaid, overnight mail service or hand delivered with proof
   of delivery, addressed to HQ or client at the address listed on the reverse
   side of this agreement.

B. You acknowledge that HQ will comply with the U.S. Postal Service regulations
   regarding client mail. Upon termination of this agreement, you must notify
   all parties with whom you do business of your change of address. You agree
   not to file a change of address form with the postal service. Filing of a
   change of address form may forward all mail addressed to the center to your
   new address. In addition, all telephone and facsimile numbers and IP
   addresses are the property of HQ. These numbers will not be transferred to
   you at the end of the term. For a period of thirty (30) days after the
   expiration of this agreement, HQ will provide your new telephone number and
   address to all incoming callers and will hold or forward your mail, packages,
   and facsimiles at no cost to you. After thirty days (30) you may request the
   continuation of this service at your cost. Business Access clients must pay
   for the additional five (5) months of mail forwarding required by the USPS
   regulations.

C. In the event a dispute arises under this agreement you agree to submit the
   dispute to mediation. If mediation does not resolve the dispute, you agree
   that the matter will be submitted to arbitration pursuant to the procedure
   established by The American Arbitration Association in the metropolitan area
   in which the center is located. The decision of the arbitrator will be
   binding on the parties. The non-prevailing party as determined by the
   arbitrator shall pay the prevailing party's attorney's fees and costs of the
   arbitration. Furthermore, if a court decision prevents or HQ elects not to
   submit this matter to arbitration, then the non-prevailing party as
   determined by the court shall pay the prevailing party's reasonable
   attorney's fees and costs. Nothing in this paragraph will prohibit HQ from
   seeking equitable relief including without limitation any action for removal
   of the client from the center after the license has been terminated or
   revoked.

D. This agreement is governed by the laws of the state in which the center is
   located.

E. Client may not assign this agreement without HQ's prior written consent,
   which will not be unreasonably withheld.

F. This agreement is the entire agreement between you and HQ. It supercedes all
   prior agreements.

HQ GLOBAL WORKPLACES, INC.

By:   /s/ Kathy Bagby
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      Authorized Signature

      Kathy Bagby  4/17/03
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      Print Name   Date

Its:  General Manager
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CLIENT:

By:   /s/ [ILLEGIBLE]
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      Authorized Signature

                    4-17-03
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      Print Name    Date

Its:  President
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