<PAGE>

                                5275 DTC PARKWAY

                                5275 DTC PARKWAY
                        GREENWOOD VILLAGE, COLORADO 80111

                                  OFFICE LEASE

                                     BETWEEN

                                 5275 DTC, LLC,
                      A COLORADO LIMITED LIABILITY COMPANY
                            (LANDLORD AND/OR LESSOR)

                                       AND

                         CHARTWELL INTERNATIONAL, INC.,
                              A NEVADA CORPORATION

                             (TENANT AND/OR LESSEE)

                               DATE: JUNE 7, 1997

<PAGE>


                               OFFICE LEASE INDEX

PARAGRAPH NO.                 PARAGRAPH TITLE                     PAGE NO.
-------------                 ---------------                     --------

<TABLE>

<S>                                                        <C>
  1. Premises..............................................................1

  2. Term..................................................................1

  3. Rent..................................................................1

  4. Expense and Tax Adjustments...........................................1

  5. Character of Occupancy................................................6

  6. Service and Utilities.................................................6

  7. Quiet Enjoyment.......................................................8

  8. Maintenance, Repairs, Alterations and Additions.......................8

  9.  Entry by Landlord....................................................9

  10. Mechanic's Liens.....................................................10

  11. Damage to Property, Injury to Persons................................10

  12. Insurance, Casualty, and Restoration of Premises.....................12

  13. Condemnation.........................................................13

  14. Assignment and Subletting............................................14

  15. Estoppel Certificate.................................................15

  16. Default..............................................................15

  17. Remedies for Default.................................................16

  18. Completion of Premises...............................................19

  19. Removal of Tenant's Property.........................................20

  20. Holding Over.........................................................21

  21. Control of Common Areas; Parking.....................................21

  22. Surrender and Notices................................................22

  23. Acceptance of Premises by Tenant.....................................22

  24. Subordination and Attornment.........................................22

  25. Payments After Termination ..........................................22

  26. Authorities for Action and Notice....................................23

  27. Security Deposit.....................................................23

  28. Miscellaneous........................................................24

  29. Brokerage............................................................27

  30. Rent Schedule........................................................28
</TABLE>


  Exhibit A - Plan of Premises ............................A-1

  Exhibit B - Legal Description............................B-1 thru B-2

  Exhibit C - Rules and Regulations........................C-1 thru C-3

  Exhibit D - Work Letter Agreement........................D-1

  Exhibit E - Agreement for Signage........................E-1

  Exhibit F - Agreement for Parking........................F-1 thru F-2

  Exhibit G - Guaranty of Lease............................G-1 - G-5

  Exhibit H - Commencement Letter..........................H-1 thru H-2

<PAGE>

                              OFFICE BUILDING LEASE

            THIS LEASE is made this 7th day of June, 1997, between 5275 DTC,
LLC, a Colorado limited liability company ("Landlord") and Chartwell
International, Inc., A Nevada Corporation ("Tenant").

1.    Premises:

      In consideration of the payment of rent and the keeping and performance by
      Tenant of the covenants and agreements hereinafter set forth, Landlord
      hereby leases to Tenant and Tenant hereby rents from Landlord those
      certain premises designated on the Plan attached hereto as Exhibit "A"
      (the "Premises"), and by this reference made a part hereof, said Premises
      consisting of approximately 4,080 rentable square feet of space comprising
      Suite 150 of the building located at 5275 DTC Parkway (hereinafter called
      the "Building"), together with a non-exclusive license, subject to the
      provisions hereof, to use all appurtenances thereto, including, but not
      limited to, any plazas, common areas and other areas designated by
      Landlord for use by tenants of the Building. The Building, plazas, common
      areas, other areas and appurtenances, plus the real property on which the
      same is situated, being more particularly described on Exhibit "B"
      attached hereto and by this reference made a part hereof, are hereinafter
      collectively sometimes called the "Building Complex."

2.    Term:

      The term of this Lease shall commence at 12:01 a.m. on June 14, 1997, and
      terminate at 12:00 midnight on July 31, 2000, unless sooner terminated
      pursuant to this Lease (said Thirty-seven month and seventeen day term is
      hereinafter referred to as the "Primary Lease Term").

3.    Rent:

      Tenant shall pay to Landlord, as rent for the Primary Lease Term, the sum
      of One Hundred Seventy Nine Thousand Five Hundred Twenty and 00/100 U.S.
      Dollars ($179,520.00) (the "Base Rent") which sum shall be payable per
      Paragraph 30 commencing August 1, 1997, and continuing thereafter on the
      first day of each succeeding calendar month. All Base Rent or other
      rentals or sums due hereunder shall be paid in advance without notice,
      abatement, deduction or offset at the office of Landlord or to such other
      person or at such other place as Landlord may designate in writing. The
      installments of the Base Rent for the first and last months of the term
      hereof shall be prorated based upon the number of days during each of said
      months that the Primary Lease Term is in effect.

4.    Expense and Tax Adjustments:

       A.   Definitions: In addition to the terms elsewhere defined in this
            Lease, the following terms shall have the following meanings with
            respect to the provisions of this Lease:

            (1)   "Base Operating Expense" shall mean an amount equal to the
                  total calendar year 1997 Operating Expenses of the Building
                  Complex. Base Operating Expenses shall reflect the final tax
                  adjustments for 1997.

            (2)   "Rentable Area" shall mean 15,169 square feet.

            (3)   "Tenant's Pro Rata Share" shall mean that fraction, the
                  numerator of which is the total number of rentable square feet
                  of the Premises (i.e. 4,080 square feet) and the denominator
                  of which is the Rentable Area, (i.e. 15,169 square feet), and
                  is equal to 26.90%. At such time, if ever, as any space


                                        1

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                  is added to or subtracted from the Premises, Tenant's Pro Rata
                  Share shall be increased or decreased accordingly. If it is
                  determined that the Rentable Area or the rentable square feet
                  of the Premises, are different than as stated in this
                  subparagraph, Landlord shall so notify Tenant and Tenant's Pro
                  Rata Share shall be recalculated accordingly.

            (4)   "Lease Year" shall mean each twelve (12) month period
                  beginning with the date the Primary Lease Term commenced, or
                  any anniversary thereof, and ending on the same date one (1)
                  year later. If the Lease Year is not concurrent with a
                  calendar year, then Landlord reserves the right at any time to
                  make all adjustments provided for herein on a calendar year
                  basis, with an appropriate proration for the Lease Years in
                  which such conversion is made and in which the term ends, and
                  "Lease Year" as used in this Paragraph (4) shall thereafter be
                  deemed to refer to "calendar year".

            (5)   "Operating Expenses" shall mean all operating expenses of any
                  kind or nature which are necessary, ordinary, or customarily
                  incurred in connection with the operation and maintenance of
                  the Building Complex as determined by Landlord's Accountants.
                  Operating Expenses shall include, but not be limited to:

                  (a)   All real property taxes and assessments levied against
                        the Building Complex by any governmental or
                        quasi-governmental authority. The foregoing shall
                        include any taxes, assessments, surcharges, or service
                        or other fees of a nature not presently in effect which
                        shall hereafter be levied on the Building Complex as a
                        result of the use, ownership or operation of the
                        Building Complex or for any other reason, whether in
                        lieu of or in addition to any current real estate taxes
                        and assessments; provided, however, that any taxes which
                        shall be levied on the rentals of the Building Complex
                        shall be determined as if the Building Complex were
                        Landlord's only property and provided, further, that in
                        no event shall the term "taxes or assessments," as used
                        herein, include any federal, state or local income taxes
                        levied or assessed on Landlord, unless such taxes are a
                        specific substitute for real property taxes. Such term
                        shall, however, include gross taxes on rentals. Expenses
                        incurred by Landlord for tax consultants and in
                        contesting the amount or validity of any such taxes or
                        assessments shall be included in such computations (all
                        of the foregoing are collectively referred to herein as
                        the "Taxes"). "Assessments" shall include any and all
                        so-called special assessments, license tax, business
                        license fee, business license tax, commercial rental
                        tax, levy, charge or tax, imposed by any authority
                        having the direct power to tax, including any city,
                        county, state or federal government, or any school,
                        agricultural, lighting, water, drainage or other
                        improvement or special district thereof, against the
                        Premises, the Building or the Building Complex, or
                        against any legal or equitable interest of Landlord
                        therein. For the purposes of this Lease, any special
                        assessments shall be deemed payable in such number of
                        installments as is permitted by law, whether or not
                        actually so paid. If the Building Complex has not been
                        fully assessed as a completed project, for the purposes
                        of computing the Operating Expenses for any adjustment
                        required herein, the Taxes and Assessments shall be
                        increased by Landlord's Accountants in accordance with
                        their estimate of what the assessment will be upon full
                        completion of the Building Complex, including
                        installation of all tenant finish items;

                  (b)   Costs of supplies, including but not limited to the cost
                        of "relamping" of building standard tenant lighting as
                        the same may be required from time to time;

                  (c)   Costs incurred in connection with obtaining and
                        providing energy for the Building Complex, including but
                        not limited to costs of propane, butane, natural gas,
                        steam, electricity, solar energy and fuel oils, coal or
                        any other


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<PAGE>

                        energy sources;

                  (d)   Costs of water and sanitary and storm drainage services;

                  (e)   Costs of janitorial and security services;

                  (f)   Costs of general maintenance and repairs, including
                        costs under HVAC and other mechanical maintenance
                        contracts; and repairs and replacements of equipment
                        used in connection with such maintenance and repair
                        work;

                  (g)   Costs of maintenance and replacement of landscaping; and
                        costs of maintenance of parking areas, common areas,
                        plazas and other areas used by tenants of the Building
                        Complex.

                  (h)   Insurance premiums, including fire and all-risk
                        coverage, together with loss of rent endorsement; public
                        liability insurance; and any other insurance carried by
                        Landlord on the Building Complex or any component parts
                        thereof. All such insurance shall be in such amounts as
                        may be required by any mortgagee of Landlord or as
                        Landlord may reasonably determine;

                  (i)   Labor costs, including wages and other payments, costs
                        to Landlord of workmen's compensation and disability
                        insurance, payroll taxes, welfare fringe benefits and
                        all legal fees and other costs or expenses incurred in
                        resolving any labor disputes;

                  (j)   Professional building management fees;

                  (k)   Legal, accounting, inspection, and other consultation
                        fees (including, without limitation, fees charged by
                        consultants retained by Landlord for services that are
                        designed to produce a reduction in Operating Expenses or
                        reasonably to improve the operation, maintenance or
                        state of repair of the Building Complex) incurred in the
                        ordinary course of operating the Building Complex;

                  (l)   Increases, subsequent to the commencement date of the
                        term hereof, in the debt service payable by Landlord
                        under the first deed of trust or mortgage encumbering
                        the Building Complex as a result of increases in the
                        interest rate above the rate in effect during the first
                        month of the first Lease Year; provided, however, that
                        such increases are not attributable to increases in the
                        principal amount of such loan;

                  (m)   The costs of capital improvements and structural repairs
                        and replacements made in or to the Building Complex
                        (including finance costs) in order to conform to any
                        applicable laws, ordinances, rules, regulations, or
                        orders of any governmental or quasi-governmental
                        authority having jurisdiction over the Building Complex
                        (herein, "Required Capital Improvements"); the costs of
                        any capital improvements and structural repairs and
                        replacements designed primarily to reduce Operating
                        Expenses (herein, "Cost Savings Improvements"); and a
                        reasonable annual reserve for all other capital
                        improvements and structural repairs and replacements
                        reasonably necessary to permit Landlord to maintain the
                        Building as a first class office building. The
                        expenditures for Required Capital Improvements and Cost
                        Savings Improvements shall be recovered by Landlord: (i)
                        over the useful life of such capital improvement or
                        structural repair or replacement (as determined by
                        Landlord's Accountants); or (ii) based on the savings
                        realized in each such Lease Year, for Cost Savings
                        Improvements, with interest thereon at the rate of ten
                        percent (10%) per annum, whichever is less; and

                  (m)   Costs incurred by Landlord's Accountants in engaging
                        experts or other


                                       3
<PAGE>

                        consultants to assist them in making the computations
                        required hereunder.

            (6)   "Operating Expenses" shall not include:

                  (a)   Costs of work, including painting and decorating and
                        tenant change work, which Landlord performs for any
                        tenant or in any tenant's space in the Building other
                        than work of a kind and scope which Landlord would be
                        obligated to furnish to all tenants whose leases contain
                        a rental adjustment provision similar to this one;

                  (b)   Costs of repairs or other work occasioned by fire,
                        windstorm or other insured casualty to the extent of
                        insurance proceeds received;

                  (c)   Leasing commissions, advertising expenses, and other
                        costs incurred in leasing space in the Building;

                  (d)   Costs of repairs or rebuilding necessitated by
                        condemnation;

                  (e)   Any interest on borrowed money or debt amortization,
                        except as specifically set forth above; or

                  (f)   Depreciation on the Building.

            (7)   Notwithstanding anything contained herein to the contrary, if
                  any lease entered into by Landlord with any tenant in the
                  Building is on a so-called "net" basis, or provides for a
                  separate basis of computation for any Operating Expenses with
                  respect to its leased premises, then, to the extent that
                  Landlord's Accountants determine that an adjustment should be
                  made in making the computations herein provided for,
                  Landlord's Accountants shall be permitted to modify the
                  computation of Base Operating Expenses, Rentable Area, and
                  Operating Expenses for a particular Lease Year in order to
                  eliminate or otherwise modify any such expenses which are paid
                  for in whole or in part by such tenant. Furthermore, in making
                  any computations contemplated hereby, Landlord's Accountants
                  shall also be permitted to make such adjustments and
                  modifications to the provisions of this Paragraph 4 as shall
                  be reasonably necessary to achieve the intention of the
                  parties hereto.

            (8)   "Landlord's Accountants" shall mean that individual or firm
                  employed by Landlord from time to time to keep the books and
                  records for the Building Complex, and to prepare the federal
                  and state income tax returns for Landlord with respect to the
                  Building Complex, all of which books and records shall be
                  certified by an appropriate representative of Landlord.

      B.    Adjustment Mechanism:

            (1)   It is hereby agreed that during each Calendar Year Tenant
                  shall pay to Landlord, as Additional Rent, Tenant's Pro Rata
                  Share of the Operating Expenses for such Calendar Year in
                  excess of the Base Operating Expenses, payable monthly, in
                  advance, at the rate of one twelfth (1/12) of Landlord's
                  estimate thereof, on the same date and at the same place Base
                  Rent is payable, with an adjustment to be made between the
                  parties at a later date as hereinafter provided. As soon as
                  practicable following the end of any Calendar Year, but no
                  later than the first day of May, Landlord shall submit to
                  Tenant a statement setting forth the exact amount of the
                  Operating Expenses for the prior Calendar Year just completed
                  and the difference, if any, between the actual Tenant's Pro
                  Rata Share of the Operating Expenses for such Calendar Year
                  just completed in excess of the Base Operating Expenses and
                  the total amount of the estimated payments of Tenant's Pro
                  Rata Share of Operating Expenses which was paid in accordance
                  with this subparagraph for such year. Such statement may also
                  set forth the amount of the estimated Operating Expenses
                  reimbursement for the new Calendar Year or


                                       4
<PAGE>

                  Landlord may provide such information in a separate statement
                  issued to Tenant at such earlier date to coincide with the
                  start of each Calendar Year. To the extent that the actual
                  Tenant's Pro Rata Share of Operating Expenses in excess of the
                  Base Operating Expenses for any period covered by such
                  statement is greater than the estimated amounts previously
                  paid by Tenant during the same period, Tenant shall pay to
                  Landlord the difference in cash within thirty (30) days
                  following receipt of said statement from Landlord. To the
                  extent that the actual Tenant's Pro Rata Share of Operating
                  Expenses for the period covered by the statement is less than
                  the estimated amount which Tenant previously paid during such
                  period, Landlord shall credit the excess against any sums then
                  owing or next coming due from Tenant to Landlord. In addition,
                  until Tenant receives a statement indicating otherwise,
                  Tenant's monthly reimbursement for the new Calendar Year shall
                  continue to be paid at the rate for the previous Calendar
                  Year, but Tenant shall commence payment to Landlord of the
                  monthly installments of reimbursement on the basis of the new
                  statement beginning on the first day of the month following
                  the month in which Tenant receives such statement. If the
                  statement reflects a change in the monthly reimbursement
                  amount, such difference shall be adjusted by increasing or
                  decreasing the first monthly reimbursement payment after the
                  statement is given in order to bring the reimbursement amount
                  for the new Calendar Year current as of such date.

            (2)   Tenant's obligation with respect to its Pro Rata Share of the
                  Operating Expenses shall survive the expiration or early
                  termination of this Lease, and subsequent to such expiration
                  or termination Tenant shall pay its Pro Rata Share of the
                  actual Operating Expenses for the portion of the final Lease
                  Year of the Lease during which Tenant was obligated to pay
                  such expenses. If Tenant occupies the demised Premises for
                  less than a full calendar year during the first or last Lease
                  Years of the term hereof, Tenant's Pro Rata Share for such
                  partial year shall be prorated based upon the number of
                  calendar months and days during which Tenant occupied the
                  Premises. Tenant shall pay its Pro Rata Share of any such
                  increase within thirty (30) days following receipt of notice
                  thereof.

            (3)   Tenant shall have the right, at any time within ninety (90)
                  days after a statement of actual Operating Expenses for any
                  Calendar Year has been rendered by Landlord as provided
                  herein, at its sole cost and expense, to examine Landlord's
                  books and records relating to the determination of Operating
                  Expenses; provided, however, that Tenant shall give Landlord
                  prior written notice of its intent to exercise such right, the
                  inspection may not take place outside of normal business
                  hours, and Tenant shall not interfere with Landlord's normal
                  business activities. Unless Tenant objects to the rental
                  adjustment within said ninety (90) day period, such statement
                  and adjustment shall be deemed conclusive.

            (4)   In the event that the Rentable Area is not filly occupied
                  during any particular Calendar Year, Landlord's Accountants
                  shall adjust those Operating Expenses for the particular
                  Calendar Year, or portion thereof, as the case may be, which
                  are affected by the occupancy rates to reflect an occupancy of
                  not less than ninety-five percent (95%) of all such Rentable
                  Area.

5.    Character of Occupancy:

      A.    The Premises are to be used for any legally permitted general office
            use and for no other purpose without the prior written consent of
            Landlord.

      B.    Tenant shall not use or permit the Premises to be used for any act
            which will increase the existing rate of insurance upon the Building
            or the Building Complex, or cause a cancellation of any insurance
            policy covering the Building, the Building Complex or any part
            thereof, nor shall Tenant sell, or permit to be kept, used, or sold
            in or about the Premises any article which may be prohibited by
            Landlord's insurance policies. Tenant shall not use any apparatus,
            machinery or device in or about the


                                       5
<PAGE>

            Premises which shall make any noise or set up any vibration which
            will unreasonably disturb other tenants. Tenant agrees not to
            connect any apparatus, machinery or device to any mechanical,
            electrical or other Building system without the prior consent of
            Landlord. Tenant shall not commit waste or suffer or permit waste to
            be committed, nor shall Tenant permit any nuisance in or about the
            Premises.

      C.    Tenant shall not use the Premises or permit anything to be done in
            or about the Premises which will in any way conflict with any law,
            statute, ordinance or governmental rule or regulation now in force
            or hereafter enacted or promulgated. Tenant shall at its sole cost
            and expense promptly comply with all laws, statutes, ordinances or
            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 condition, use or occupancy of the
            Premises, excluding structural changes not related to or affected by
            Tenant's improvements or acts. Tenant shall be solely responsible
            for compliance with the provisions of the Americans with
            Disabilities Act (the "ADA") as it applies to Tenant's business and
            the Premises. Landlord makes no warranty express or implied that
            Tenant's intended use of the Premises in suitable or allowable under
            any applicable governmental code, statute or regulation.

6.    Service and Utilities:

      A.    Landlord, in accordance with standards from time to time prevailing
            for first-class office buildings in the greater Denver, Colorado
            area, agrees: (1) to furnish water to the Building for use in
            lavatories and drinking fountains (and to the Premises if the tenant
            finish plans for the Premises so provide); (2) to furnish during
            Ordinary Business Hours, as hereinafter defined, such heated or
            cooled air to the Premises as may, in the judgment of Landlord, be
            reasonably required for the comfortable use and occupancy of the
            Premises; (3) to provide a general office janitorial service for the
            Premises on Monday through Friday, excluding Holidays, as
            hereinafter defined; (4) to provide such window washing as may, in
            the judgment of Landlord, be reasonably required; (5) and (6) to
            cause electric current to be supplied to the Premises for all of
            Tenant's Standard Electrical Usage, as hereinafter defined, during
            Ordinary Business Hours. "Tenant's Standard Electrical Usage", as
            used herein, shall mean and refer to electrical consumption by
            equipment capable of operating from outlets serviced by less than 20
            ampere, single phase, 115 volt circuit breakers installed in the
            Premises as part of the original tenant finish pursuant to the Work
            Letter, as defined in Paragraph 18 of this Lease but shall in no
            event exceed three (3) watts per square foot. "Ordinary Business
            Hours," as used herein, shall mean 7:00 a.m. to 6:00 p.m. Monday
            through Friday and 9:00 a.m. to 1:00 p.m. on Saturdays, Holidays
            excepted. "Holidays", as used herein, shall mean New Year's Day,
            Presidents' Day, Memorial Day, Independence Day, Labor Day,
            Thanksgiving Day, Christmas Day, and such other days as may
            hereafter be established by Landlord.

      B.    Tenant shall reimburse Landlord for costs incurred by Landlord for
            Excess Usage, as hereinafter defined, and for After Hours Usage, as
            hereinafter defined. "Excess Usage" shall be defined as any usage by
            Tenant of electricity (1) in an amount in excess of Tenant's
            Standard Electrical Usage; or (2) for "Special Equipment," which, as
            used herein, shall mean: (a) any equipment with power requirements
            other than that defined as Tenant's Standard Electrical Usage; or
            (b) self-contained heating, ventilation and air conditioning
            ("HVAC") equipment; or (c) equipment that requires the use of
            self-contained HVAC units. Prior to the installation of Special
            Equipment or any other Excess Usage, Tenant shall notify Landlord
            and shall obtain Landlord's consent therefor. Monthly charges for
            Excess Usage shall be determined on the basis of the amount of power
            required for such Excess Usage, in kilowatt hours, as determined by
            Landlord, multiplied by the then-current average kilowatt hour cost
            ("AKWHC") for the Building Complex. AKWHC will be determined by
            Landlord


                                       6
<PAGE>

            by totalling the electricity charges for the Building Complex for
            the preceding twelve month period and dividing that sum by the
            number of kilowatt hours of electricity consumed during the same
            period. Tenant shall be billed monthly for Excess Usage and shall
            pay such charges monthly as Additional Rent. In addition to the
            foregoing, Tenant, at Tenant's option, at the time of notice to
            Landlord of Excess Usage, or at any time thereafter, may request
            Landlord, at Tenant's sole cost and expense, to install a check
            meter or flow meter to assist in determining the cost to Landlord of
            Tenant's Excess Usage.

      C.

      D.    (1)   If Tenant requires janitorial services other than those
                  required to be provided to other tenants of the Building
                  Complex generally, Tenant shall separately pay for such
                  services monthly as Additional Rent upon billing by Landlord,
                  or Tenant shall, at Landlord's option, separately contract for
                  such services with the same company furnishing janitorial
                  services to Landlord. Notwithstanding the foregoing, Tenant
                  shall have the right, subject to Landlord's prior written
                  consent and to such rules, regulations and requirements as
                  Landlord may impose (including but not limited to the
                  requirement that such janitors belong to a trade union), to
                  employ Tenant's own janitors to perform such additional
                  services.

            (2)   Tenant agrees that Landlord shall not be liable for failure to
                  supply any heating, air conditioning, elevator, electrical,
                  janitorial, lighting or other services during any period when
                  Landlord uses reasonable diligence to supply such services, or
                  during any period when Landlord is required to reduce or
                  curtail such services pursuant to any applicable laws, rules
                  or regulations now or hereafter in force or effect, it being
                  understood that Landlord may discontinue, reduce or curtail
                  such services, or any of them (either temporarily or
                  permanently), at such times as may be necessary by reason of
                  accident, unavailability of employees or materials at
                  reasonable cost, repairs, alterations, improvements, strikes,
                  lockouts, riots, acts of God, application of applicable laws,
                  statutes, rules and regulations, or due to any other happening
                  beyond the control of Landlord. In the event of any such
                  interruption, reduction or discontinuance of Landlord's
                  services (either temporarily or permanently), Landlord shall
                  not be liable for damages to persons or property as a result
                  thereof, nor shall the occurrence of any such event in any way
                  be construed as an eviction of Tenant, or cause or permit an
                  abatement, reduction or setoff of rent, or operate to release
                  Tenant from any of Tenant's obligations hereunder.

      E.    Whenever machines or equipment which generate heat either as a prime
            purpose or as an incidental effect and which affect the temperature
            otherwise maintained by the air conditioning system are used by
            Tenant in the Premises, Landlord reserves the right to install
            supplementary air conditioning units in the Premises, and the costs
            therefor, including the costs of installation, operation and
            maintenance thereof, shall be paid by Tenant as Additional Rent upon
            demand by Landlord.

7.    Quiet Enjoyment:


                                       7
<PAGE>

      Subject to liens, covenants, easements and restrictions of record,
      Landlord agrees to warrant and defend Tenant in the quiet enjoyment and
      possession of the Premises during the term of this Lease so long as Tenant
      complies with the provisions hereof.

8.    Maintenance, Repairs, Alterations and Additions:

      A.    Maintenance and Repairs:

            (1)   Landlord shall maintain the Building, and all other portions
                  of the Building Complex not the obligation of Tenant or any
                  other tenant in the Building, in good order, condition and
                  repair.

            (2)   Except for services furnished by Landlord pursuant to
                  Paragraph 6 hereof, Tenant shall, at Tenant's sole cost and
                  expense, maintain the Premises in good order, condition and
                  repair, ordinary wear and tear excepted, including without
                  limitation: the interior surfaces of the ceilings, walls and
                  floors; all doors and interior windows; and all plumbing
                  pipes, electrical fixtures, furnishings and equipment.

            (3)   In the event that Tenant fails to maintain the Premises in
                  good order, condition and repair, Landlord shall give Tenant
                  notice to do such acts as are required to so maintain the
                  Premises. In the event that Tenant fails to commence such work
                  promptly upon demand by Landlord, and diligently prosecute it
                  to completion, then Landlord shall have the right, but shall
                  not be required, to do such acts and expend such funds at the
                  expense of Tenant as are reasonably required to perform such
                  work. Landlord shall have no liability to Tenant for any
                  damage, inconvenience or interference with Tenant's use of the
                  Premises as a result of performing any such work.

            (4)   Landlord and Tenant shall each do all acts required to comply
                  with all applicable laws, ordinances, regulations and rules of
                  any public authority relating to their respective maintenance
                  obligations as set forth herein.

      B.    Alterations and Additions:

            (1)   Tenant shall make no alterations, additions or improvements to
                  the Premises or any part thereof without obtaining the prior
                  written consent of Landlord, which consent shall not be
                  withheld unreasonably. Landlord may condition its consent to
                  any alterations, additions or improvements upon such
                  reasonable requirements as Landlord may deem necessary in its
                  sole discretion, including without limitation the manner in
                  which the work is done, the right to approve the contractor by
                  whom the work is to be performed, and the times during which
                  the work is to be accomplished.

            (2)   All alterations and additions to the Premises including, by
                  way of illustration but not limitation, all partitions,
                  paneling, carpeting, drapes, other window coverings, and light
                  fixtures (but not including movable office furniture not
                  attached to the Building) shall, upon completion or
                  installation, be deemed to be a part of the real estate and
                  the property of Landlord and shall remain upon and be
                  surrendered with the Premises as a part thereof without
                  molestation, disturbance or injury at the end of said term,
                  whether by lapse of time or otherwise. Notwithstanding the
                  foregoing, Landlord, by notice given to Tenant no later than
                  thirty (30) days after the end of the term, may elect to have
                  Tenant remove any or all of such alterations or additions,
                  and, in such event, Tenant shall promptly, at its sole cost
                  and expense, remove such alterations and additions and shall
                  restore the Premises to their condition prior to the making of
                  the same, reasonable wear and tear excepted. Tenant shall
                  indemnify Landlord against any loss or liability resulting
                  from delay by Tenant in so surrendering the Premises,
                  including without limitation any claims made by any succeeding
                  tenant founded on such delay.


                                       8
<PAGE>

            (3)   If Landlord authorizes persons requested by Tenant to perform
                  any alterations, repairs, modifications or additions to the
                  Premises, then, prior to the commencement of any such work,
                  Tenant shall upon request deliver to Landlord such payment and
                  performance bonds or other security as Landlord may require,
                  and certificates issued by insurance companies qualified to do
                  business in the State of Colorado, evidencing that Workmen's
                  Compensation, public liability insurance and property damage
                  insurance, all in amounts, with companies and on forms
                  satisfactory to Landlord, are in force and effect and
                  maintained by all contractors and subcontractors engaged by
                  Tenant to perform such work. All such policies shall name
                  Landlord as an additional insured. Each such certificate shall
                  provide that the insurance policy may not be canceled or
                  modified without thirty (30) days' prior written notice to
                  Landlord. Further, Tenant shall permit Landlord to post
                  notices in the Premises in locations which will be visible by
                  persons performing any work on the Premises stating that
                  Landlord is not responsible for the payment for such work and
                  setting forth such other information as Landlord may deem
                  necessary. All Tenant alterations, repair and maintenance work
                  shall be performed in such a manner as not to interfere with,
                  delay, or impose any additional expense upon Landlord in the
                  maintenance or operation of the Building or upon other
                  tenant's use of their premises.

9.    Entry by Landlord:

      Landlord and its agents shall have the right to enter the Premises at all
      reasonable times for the purpose of: (1) examining or inspecting the same;
      (2) supplying janitorial services and any other services to be provided by
      Landlord or Tenant hereunder; (3) showing the same to prospective
      purchasers or tenants of the Building; and (4) making such alterations,
      repairs, improvements or additions to the Premises or to the Building of
      which they are a part as Landlord may deem necessary or desirable. If
      Tenant shall not be personally present to open and permit an entry into
      the Premises at any time when such entry by Landlord is necessary or
      permitted hereunder, Landlord may enter by means of a master key without
      liability to Tenant, except for any failure to exercise due care for
      Tenant's property, and without affecting this Lease. If during the last
      month of the term hereof, Tenant shall have removed substantially all of
      its property therefrom, Landlord may immediately enter and alter, renovate
      and redecorate the Premises without elimination or abatement of rent and
      without incurring liability to Tenant for any compensation. Such entry
      shall not be construed as a manifestation by the Landlord of an intent to
      terminate this Lease. Landlord, during the entire term of this Lease,
      shall have the right, upon ninety (90) days' prior written notice to
      Tenant, to change the number, designation or name of the Building without
      liability to Tenant. Tenant shall not, without the prior consent of
      Landlord, change the locks or install additional locks on any entry door
      or doors to the Premises.

10.   Mechanic's Liens:

      Tenant shall pay or cause to be paid all costs for work done by Tenant or
      caused to be done by Tenant on the Premises of a character which will or
      may result in liens on Landlord's interest therein. Tenant will keep the
      Premises and Building Complex free and clear of all mechanic's liens and
      other liens on account of work done or claimed to have been done for
      Tenant or persons claiming under it. Tenant hereby agrees to indemnify
      Landlord for, save Landlord harmless from, and defend Landlord against all
      liability, loss, damage, costs or expenses, including attorneys' fees and
      interest incurred on account of any claims of any nature whatsoever,
      including lien claims of laborers, materialmen, or others for work
      actually or allegedly performed for, or for materials or supplies actually
      or allegedly furnished to Tenant or persons claiming under Tenant. Should
      any liens be filed or recorded against the Premises or any portion of the
      Building Complex, or should any action affecting the title thereto be
      commenced, Tenant shall cause such liens to be removed of record within
      five (5) days after notice from Landlord. If Tenant desires to contest any
      claim of lien, Tenant may do so only if within such five (5) day period
      Tenant posts adequate security with a court of competent jurisdiction and
      obtains an order discharging the lien of record, as then provided by the
      Colorado mechanics' lien statute.


                                       9
<PAGE>

      If a final judgment is entered establishing the validity or existence of
      any lien for any amount which lien has not been discharged or bonded off
      as hereinabove required, Tenant shall pay and satisfy the same at once. If
      Tenant shall be in default in paying any charge for which a mechanic's
      lien or suit to foreclose the lien has been recorded or filed, and shall
      not have caused the same to be released of record, Landlord may (but
      without being required to do so) pay such lien or claim and any costs, and
      the amount so paid, together with reasonable attorneys fees incurred in
      connection therewith, shall be immediately due from Tenant to Landlord as
      Additional Rent.

11.   Damage to Property, Injury to Persons:

      A.    Tenant hereby indemnifies and agrees to hold Landlord harmless from
            and to defend Landlord against any and all claims of liability for
            any injury (including death) or damage to any person or property
            whatsoever: (1) occurring in, on or about the Premises or any part
            thereof; or (2) occurring in or about the Building Complex, when
            such injury or damage is caused in whole or in part by the act,
            neglect, fault or omission to act on the part of Tenant, its agents,
            contractors, employees, or invitees. Tenant further indemnifies and
            agrees to hold Landlord harmless from and to defend Landlord against
            any and all claims arising from any breach or default in the
            performance of any obligation on Tenant's part to be performed under
            the terms of this Lease, or arising from any act or negligence of
            Tenant, or any of its agents, contractors, employees or invitees,
            and from and against all costs, attorneys' fees, expenses and
            liabilities incurred as a result of any such claim or any action or
            proceeding brought thereon. Landlord shall not be liable to Tenant
            for any damage by or from any act or negligence of any co-tenant or
            other occupant of the Building, or by any owner or occupant of
            adjoining or contiguous property. Tenant agrees to pay for all
            damage to the Building Complex, and to tenants or occupants thereof,
            caused by Tenant's misuse or neglect of the Premises or any portion
            of the Building Complex.

      B.    Neither Landlord nor its agents shall be liable for any damage,
            including resulting loss of use and additional expenses, to property
            entrusted to Landlord, its agents or employees, or the building
            manager, if any, nor for the loss or damage, including resulting
            loss of use and additional expenses, to any property by theft or
            otherwise, by any means whatsoever, nor for any injury (including
            death) or damage to persons or property resulting from fire,
            explosion, falling plaster, steam, gas, electricity, water, or rain
            which may leak from any part of the Building or from the pipes,
            appliances or plumbing works therein or from the roof, street or
            subsurface, or from any other place, or resulting from dampness or
            any other cause whatsoever; provided, however, that nothing
            contained herein shall be construed to relieve Landlord from
            liability for any personal injury resulting from its negligence or
            that of its agents, servants or employees. Landlord or its agents
            shall not be liable for interference with the light, view or other
            incorporeal hereditament. Tenant shall give prompt notice to
            Landlord in case of fire or accidents in the Premises or in the
            Building, or of defects therein or in the fixtures or equipment.
            Neither Landlord nor its agents shall be liable for any loss, cost,
            damage, bodily injury (including death) or personal injury arising
            or resulting from the criminal activities of third persons.

      C.    In case any action or proceeding is brought against Landlord by
            reason of any obligation on Tenant's part to be performed under the
            terms of this Lease, or arising from any act or negligence of
            Tenant, or of its agents or employees, Tenant, upon notice from
            Landlord, shall defend the same at Tenant's expense by counsel
            reasonably satisfactory to Landlord.

      D.    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. Tenant hereby agrees to save,
            hold harmless and defend Landlord from 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


                                       10
<PAGE>

            with any non-compliance of the Building with the ADA. In the event
            of any failure of the Building to comply with the ADA, if such
            alleged defect was not apparent at the date of execution hereof, 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 the
            ADA by the Building unless Tenant (i) promptly gives notice of any
            such non-compliance and allows Landlord a reasonable time to correct
            any such non-compliance, and (ii) if such compliance is not effected
            within a reasonable time, Tenant gives no less than ninety (90) days
            prior written notice of the termination date, Tenant actually
            vacates the Premises on or before such termination date, and Tenant
            is in compliance with its obligations under this Lease on the date
            the notice is given and on the termination date.

            In case any claim, demand, action or proceeding is made or brought
            against Landlord, its agents or employees, as a result of Tenant's
            default or alleged default of any obligation on Tenant's part to be
            performed under the terms of this Lease, or arising from any act,
            omission or negligence of Tenant, its agents or employees, or which
            gives rise to Tenant's obligation to indemnify Landlord, Tenant
            shall be responsible for all costs and expenses, including but not
            limited to reasonable attorney's fees incurred in defending or
            prosecution of the same, as applicable.

      E.    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 Property and the contents of the Premises in an amount
            equal to full replacement cost thereof with a deductible of no more
            than $2,500.00 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, 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 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. All such
            insurance shall be procured from a responsible insurance company or
            companies authorized to do business in the State where the 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 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 Premises and
            commencement of the Lease term and at least thirty (30) days prior
            to the annual renewal date thereof and upon request from time to
            time and such


                                       11
<PAGE>

            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.

12.   Insurance, Casualty, and Restoration of Premises:

      A.    LANDLORD'S INSURANCE. Landlord agrees to carry and maintain the
            following insurance during the term of this Lease and any extension
            hereof general public liability insurance against claims for
            personal injury, including death and property damage in or about the
            Premises and the Building or the Building Complex (excluding
            Tenant's Property), such insurance to be in an amount not less than
            One Million Dollars ($1,000,000.00) combined single limit. 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 or the Building Complex.
            Such insurance shall afford coverage for damages 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 or the Building Complex. 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 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.

      B.    In the event that the Premises or the Building is damaged by fire or
            other insured casualty and insurance proceeds in an amount
            sufficient to repair the damages have been made available therefor
            by the holder or holders of any mortgages or deeds of trust
            encumbering the Building Complex, the damage shall be repaired by
            and at the expense of Landlord to the extent of such available
            insurance proceeds, provided that such repairs and restoration can,
            in Landlord's sole opinion, be made within one hundred eighty (180)
            days after the occurrence of such damage without the payment of
            overtime or other premiums. Until such repairs and restoration are
            completed the rent shall be abated in proportion to the part of the
            Premises which is unusable by Tenant in the conduct of its business.
            (But there shall be no abatement of rent by reason of any portion of
            the Premises being unusable for a period equal to one (1) day or
            less.) If the damage is due to the fault or neglect of Tenant or its
            employees, agents or invitees, there shall be no abatement of rent.
            Landlord agrees to notify Tenant within sixty (60) days after such
            casualty if it estimates that it will be unable to repair and
            restore the Premises or Building within said one hundred eighty
            (180) day period. Such notice will set forth the approximate length
            of time Landlord estimates will be required to complete such repairs
            and restoration. If Landlord estimates it cannot make such repairs
            and restoration within said one hundred eighty (180) day period,
            then either party, by written notice to the other, may cancel this
            Lease as of the date of occurrence of such damage, provided that
            such notice is given to the other party within fifteen (15) days
            after Landlord notifies Tenant of the estimated time for completion
            of such repairs and restoration. If no notice is given by Tenant
            evidencing its intent to terminate this Lease, this Lease shall
            continue in


                                       12
<PAGE>

            effect and the rent shall be apportioned in the manner provided
            above.

      C.    Except as provided in this Paragraph, there shall be no abatement of
            rent and no liability of Landlord by reason of any injury to or
            interference with Tenant's business or property arising from the
            making of any repairs, alterations or improvements in or to the
            fixtures, appurtenances and equipment in the Building Complex.
            Tenant understands that the Landlord will not carry insurance of any
            kind on Tenant's furniture and furnishings or on any fixtures or
            equipment removable by Tenant under the provisions of this Lease,
            and agrees that Tenant shall be obligated promptly to repair any
            damage thereto or to replace the same. Landlord shall not be
            required to repair any injury or damage by fire or other cause, or
            to make any repairs or replacements of removable improvements
            installed in the Premises by or for Tenant.

      D.    In case sufficient insurance proceeds are unavailable, or the
            Building throughout shall be so injured or damaged, whether by fire
            or otherwise (though said Premises may not be affected, or if
            affected, can be repaired within said one hundred eighty (180)
            days), that Landlord, within sixty (60) days after the happening of
            such injury, shall decide not to reconstruct or rebuild said
            Building, then, notwithstanding anything contained herein to the
            contrary, upon notice in writing to that effect given by Landlord to
            Tenant within said sixty (60) days, Tenant shall pay the rent,
            properly apportioned up to said date, this Lease shall terminate
            from the date of delivery of said written notice, and both parties
            hereto shall be freed and discharged from all further obligations
            hereunder. A total destruction of the Building shall automatically
            terminate this Lease.

      E.    Landlord and Tenant hereby waive any and all rights of recovery
            against one another and their officers, agents and employees for
            damage to real or personal property, including resulting loss of use
            and additional expenses, occurring as a result of the use or
            occupancy of the Premises or the Building Complex to the extent of
            insurance coverage which would be included in a standard "all-risk"
            or special form policy of property insurance. Landlord and Tenant
            each agree that all policies of insurance obtained by them pursuant
            to the provisions of this Lease shall contain endorsements or
            provisions waiving the insurer's rights of subrogation with respect
            to claims against the other, and, unless the policies permit waiver
            of subrogation without notice to the insurer, each shall notify its
            insurance companies of the existence of the waiver and indemnity
            provisions set forth in this Lease.

13.   Condemnation:

      If any portion of the Premises which materially affects Tenant's ability
      to continue to use the remainder thereof for the purposes set forth
      herein, or if any portion of the Building, the loss of which renders the
      Premises untenantable, is taken by right of eminent domain or in
      condemnation, or is conveyed in lieu of any such taking, then this Lease
      may be terminated at the option of either Landlord or Tenant. Such option
      shall be exercised by either party giving notice to the other of such
      termination within thirty (30) days after such taking or conveyance;
      whereupon this Lease shall forthwith terminate and the rent shall be duly
      apportioned as of the date of such taking or conveyance. Upon such
      termination, Tenant shall surrender to Landlord the Premises and all of
      Tenant's interest therein under this Lease, and Landlord may re-enter and
      take possession of the Premises or remove Tenant therefrom. If any portion
      of the Premises or of any area appurtenant thereto is taken which does not
      materially affect Tenant's right to use the remainder of the Premises for
      the purposes set forth herein, this Lease shall continue in full force and
      effect and Landlord shall promptly perform any repair or restoration work
      required to restore the Premises, insofar as possible, to its former
      condition, and the rental owing hereunder shall be adjusted, if necessary,
      in such just manner and proportion as the part so taken (and its effect on
      Tenant's ability to use the remainder of the Premises) bears to the whole.
      In the event of taking or conveyance as described herein, Landlord shall
      receive the entire award or consideration for the lands, improvements and
      the leasehold so taken. Tenant shall have no rights to any such
      condemnation award.


                                       13
<PAGE>

14.    Assignment and Subletting:

      A.    Tenant shall not permit any part of the Premises to be used or
            occupied by any persons other than Tenant and the employees of
            Tenant, nor shall Tenant permit any part of the Premises to be used
            or occupied by any licensee or concessionaire, or permit any persons
            to be upon the Premises other than Tenant, and employees, customers
            and others having lawful business with Tenant. Tenant shall not
            assign this Lease, or sublet or part with the possession of all or
            part of the Premises, without the prior written consent of Landlord,
            which consent shall not be unreasonably withheld, provided that: (1)
            Tenant shall use Landlord approved forms and shall pay to Landlord a
            fee of $500.00 per occurrence to compensate Landlord and Landlord's
            agent for their services in effecting a Sublease or Assignment; (2)
            The Base Rent shall not be less than the prevailing market rate the
            Landlord would charge for comparable space; (3) such consent to any
            assignment or subletting shall not relieve the Tenant from its
            obligations as primary obligor (and not as surety or guarantor) for
            the payment of all rental due hereunder, and for the full and
            faithful observance and performance of the covenants, terms and
            conditions herein contained; (4) the proposed subtenant or assignee
            is engaged in a business and the Premises will be used in a manner
            which is in keeping with the then standards of the Building; (5) the
            proposed subtenant or assignee is a reputable party of reasonable
            financial worth in light of the responsibilities involved, and
            Tenant shall have provided Landlord with reasonable proof thereof;
            (6) Tenant is not in default hereunder at the time it makes its
            request for such consent; and, (7) sublessee is a parent or
            affiliate. The sale of all or a majority of the stock of Tenant, if
            Tenant is a corporation, or the sale of all or a majority of the
            ownership interest in Tenant, if Tenant is a partnership, or the
            sale of all or substantially all of the assets of Tenant, shall
            constitute an assignment of the Lease for purposes of this
            Paragraph. Consent of the Landlord to an assignment or subletting
            shall not in any way be construed to relieve the Tenant from
            obtaining the consent of the Landlord to any further assignment or
            subletting. Subletting or assignment by subtenants or assignees
            shall not be permitted under any circumstances.

      B.    Notwithstanding the provisions of Paragraph 14A, if Tenant requests
            Landlord's consent to an assignment of this Lease or to a subletting
            of the whole or any part of the Premises, Tenant shall submit to
            Landlord the information required in Paragraph 14A above. Upon
            receipt of such request and information from Tenant, Landlord shall
            have the right, exercisable by notice in writing within fourteen
            (14) days after such receipt, to terminate this Lease if the request
            is to assign this Lease or to sublet all of the Premises or, if the
            request is to sublet more than twenty percent (20%) of the Premises,
            to terminate this Lease with respect to such portion, in each case
            as of the date set forth in Landlord's notice of exercise of such
            right, which shall be not more than thirty (30) days following the
            giving of such notice. If Landlord exercises such right, Tenant
            shall surrender possession of the entire Premises or of the portion
            which is the subject of the right, as the case may be, on the date
            set forth in such notice in accordance with the provisions of this
            Lease relating to surrender of the Premises at the expiration of the
            term. If this Lease shall be canceled as to a portion of the
            Premises only, the Base Rent and other charges payable by Tenant
            under this Lease shall be abated proportionately. If Landlord gives
            such notice of termination, Tenant may withdraw its request for
            consent to assignment or subletting by delivering written notice of
            such withdrawal prior to the termination date set forth in
            Landlord's notice, and this Lease shall remain in full force and
            effect.

      C.    In the event that Landlord does not exercise its rights as provided
            in Paragraph 14B, all documents utilized by Tenant to evidence any
            subletting or assignment to which Landlord has consented shall be
            subject to prior approval by Landlord or its counsel. Tenant shall
            pay on demand all of Landlord's costs and expenses, including
            reasonable attorney's fees, incurred in determining whether or not
            to consent to any requested sublease or assignment and in reviewing
            and approving such documentation. Further, Tenant shall pay to
            Landlord fifty percent (50%) of the excess of the per square foot
            rent received by Tenant over the per square foot rent


                                       14
<PAGE>

            then being paid by Tenant to Landlord. If the Premises is sublet in
            its entirety or if this Lease is assigned, any rights of Tenant to
            renew this Lease or to lease additional space in the Building shall
            be extinguished thereby, and will not be transferred to the
            subtenant or assignee.

      D.    Notwithstanding anything to the contrary contained in this Lease, if
            a trustee in bankruptcy is entitled to assume control over Tenant's
            rights under this Lease, and assigns such rights to any third party,
            the Base Rent to be paid hereunder by such party shall be increased
            to the then current Base Rent (if greater than then being paid for
            the Premises) which Landlord would charge for comparable space in
            the Building as of the date of such third party's occupancy of the
            Premises.

      E.    Notwithstanding anything to the contrary contained in this Lease,
            Tenant shall have no right to assign this Lease or sublet any
            portion of the Premises during any period that all or any portion of
            the Base Rent is abated.

15.   Estoppel Certificate:

      Tenant agrees, at any time and from time to time, upon not less than ten
      (10) days' prior written request by Landlord, to execute, acknowledge and
      deliver to Landlord, or to any third party designated by Landlord, an
      estoppel certificate certifying that this Lease is unmodified and in full
      force and effect (or if there have been modifications, that it is in full
      force and effect as modified, and stating the modifications), that there
      have been no defaults thereunder by Landlord or Tenant (or if there have
      been defaults, setting forth the nature thereof), the date to which the
      rent and other charges have been paid in advance, if any, and such other
      matters as are reasonably requested by Landlord, it being intended that
      any such statement delivered pursuant to this Paragraph may be relied upon
      by Landlord and by any prospective purchaser of all or any portion of
      Landlord's interest herein, or a holder or prospective holder of any
      mortgage or deed of trust encumbering the Building Complex. Tenant's
      failure to deliver such statement within such time shall constitute an
      event of default (as that term is defined elsewhere in this Lease) and
      shall conclusively be deemed to be an admission by Tenant of the matters
      set forth in the request for an estoppel certificate.

16.   Default:

      The happening of any one or more of the following events shall constitute
      an "event of default":

      A.    Tenant shall fail to pay when due any installment of Base Rent,
            Additional Rent or other charge, including the Expense Adjustments
            set forth in Paragraph 4 of this Lease, and such default shall
            continue for three (3) days after receipt of written notice from
            Landlord; provided, however, that Tenant shall not be entitled to
            more than one (1) notice of a delinquency in a monetary obligation
            during any Lease Year, and if thereafter any rent or other amount
            owing hereunder is not paid when due, a default shall be considered
            to have occurred even though no notice thereof is given; or Tenant
            shall fail to procure the release of any mechanic's lien as set
            forth in Paragraph 10;

      B.    Tenant shall vacate or abandon the Premises, or shall not
            continually operate its business in the Premises during Ordinary
            Business Hours and such cessation or curtailment of operations
            occurs for more than ten (10) days;

      C.    This Lease or the estate of Tenant hereunder shall be transferred
            to or shall pass to or devolve upon any other person or party except
            in a manner permitted herein;

      D.    This Lease or the Premises or any part thereof shall be taken upon
            execution or by other process of law directed against Tenant, or
            shall be taken upon or subject to any attachment at the instance of
            any creditor or claimant against Tenant, and said attachment shall
            not be discharged or disposed of within fifteen (15) days after the


                                       15
<PAGE>


            levy thereof;

      E.    Tenant or any guarantor of this Lease shall file a petition in
            bankruptcy or insolvency or for reorganization or arrangement under
            the bankruptcy laws of the United States or under any insolvency act
            of any state, or shall voluntarily take advantage of any such law or
            act by answer or otherwise, or shall be dissolved, or shall make an
            assignment for the benefit of creditors, or shall admit in writing
            its inability to pay its debts as they mature;

      F.    Involuntary proceedings under any such bankruptcy law or insolvency
            act or for the dissolution of Tenant or any guarantor of this Lease
            shall be instituted against Tenant or such guarantor, or a receiver
            or trustee of all or substantially all of the property of Tenant or
            any guarantor of this Lease shall be appointed, and such proceeding
            shall not be dismissed or such receivership or trusteeship vacated
            within sixty (60) days after such institution or appointment.

      G.    Tenant shall fail to take possession of the Premises within thirty
            (30) days of the commencement of the Primary Lease Term;

      H.    Tenant shall fail to perform any of the other agreements, terms,
            covenants or conditions hereof on Tenant's part to be performed, and
            such nonperformance shall continue for a period of thirty (30) days
            after notice thereof by Landlord to Tenant.

17.   Remedies for Default:

      A.    Upon the happening of any event of default as hereinabove described,
            Landlord shall have the right, at its election, then or at any time
            thereafter and while any such event of default shall continue,
            either:

            (1)   To give Tenant written notice of intention to terminate this
                  Lease on the date of the notice or on any later date specified
                  therein, whereupon Tenant's right to possession of the
                  Premises shall cease and this Lease shall be terminated,
                  except as to Tenant's liability, as if the expiration of the
                  term fixed in such notice were the end of the term herein
                  originally demised; or

            (2)   To re-enter and take possession of the Premises or any part
                  thereof, and repossess the same as of Landlord's former
                  estate, and expel Tenant and those claiming through or under
                  Tenant, and remove the effects of both or either using such
                  force for such purposes as may be necessary, without being
                  liable for prosecution therefor, without being deemed guilty
                  of any manner of trespass, and without prejudice to any
                  remedies for arrears of rent or preceding breach of covenants
                  or conditions. Should Landlord elect to re-enter as provided
                  in this subparagraph (2), or should Landlord take possession
                  pursuant to legal proceedings or pursuant to any notice
                  provided for by law, Landlord may, from time to time, without
                  terminating this Lease, relet the Premises or any part thereof
                  in Landlord's or Tenant's name, but for the account of Tenant,
                  for such term or terms (which may be greater or less than the
                  period which would otherwise have constituted the balance of
                  the term of this Lease) and on such conditions and upon such
                  other terms (which may include concessions of free rent and
                  alteration and repair of the Premises) as Landlord, in its
                  uncontrolled discretion, may determine, and Landlord may
                  collect and receive the rents therefor. Landlord shall in no
                  way be responsible or liable for any failure to relet the
                  Premises, or any part thereof, or for any failure to collect
                  any rent due upon such reletting. No such reentry or taking
                  possession of the Premises by Landlord shall be construed as
                  an election on Landlord's part to terminate this Lease unless
                  a written notice of such intention is given to Tenant. No
                  notice from Landlord hereunder or under a forcible entry and
                  detainer statute or similar law shall constitute an election
                  by Landlord to terminate this Lease unless such notice
                  specifically so states. Landlord reserves the right following
                  any such reentry or reletting to exercise its right to
                  terminate this Lease by giving Tenant written


                                       16
<PAGE>

                  notice to that effect, in which event the Lease will
                  terminate as specified in said notice.

      B.    In the event that Landlord does not elect to terminate this Lease as
            permitted in subparagraph A.(1) of this Paragraph, but on the
            contrary, elects to take possession as provided in subparagraph A.
            (2)hereof, Tenant shall pay to Landlord (i) the rent and other sums
            as herein provided, which would be payable hereunder if such
            repossession had not occurred, less (ii) the net proceeds, if any,
            of any reletting of the Premises after deducting Landlord's
            reasonable expenses in connection with such reletting, including,
            but without limitation, all repossession costs, brokerage
            commissions, legal expenses, attorneys' fees, expenses of employees,
            alteration and repair costs and expenses or preparation for such
            reletting. If, in connection with any reletting, the new lease term
            extends beyond the existing term, or the premises covered thereby
            include other premises not part of the Premises, a fair
            apportionment of the rent received from such reletting and the
            expenses incurred in connection therewith will be made in
            determining the net proceeds from such reletting. Any rent
            concessions will be apportioned over the term of the new lease.
            Tenant shall pay such rent and other sums to Landlord monthly on the
            days on which the rent would have been payable hereunder if
            possession had not been retaken, and Landlord shall be entitled to
            receive the same from Tenant on each such day.

      C.    Nothing herein shall preclude Landlord at its election from
            recovering, at a minimum, the fair rental value of the Premises as
            damages for the failure of Tenant to pay the agreed upon rentals.

      D.    In the event that this Lease is terminated (except as provided in
            the paragraphs on casualty or condemnation), Tenant shall remain
            liable to Landlord for damages in an amount equal to the rent and
            other sums which would have been owed by Tenant hereunder for the
            balance of the term had this Lease not been terminated, less the net
            proceeds, if any, of any reletting of the Premises by Landlord
            subsequent to such termination, after deducting all Landlord's
            expenses in connection with such reletting, including, but without
            limitation, the expenses enumerated above. Landlord shall be
            entitled to collect such damages from Tenant monthly on the days on
            which the rent and other amounts would have been payable hereunder
            if this Lease had not been terminated, and Landlord shall be
            entitled to receive the same from Tenant on each such day.
            Alternatively, at the option of Landlord, in the event that this
            Lease is terminated, Landlord shall be entitled to recover forthwith
            against Tenant, as damages for the loss of the bargain and not as a
            penalty, an aggregate sum which, at the time of such termination of
            this Lease, represents the amount, if any, by which the aggregate of
            the rent and all other sums payable by Tenant hereunder which would
            have accrued for the balance of the term exceeds the aggregate
            rental value of the Premises (such rental value to be computed on
            the basis of a tenant paying not only Base Rent, but also such other
            charges as are required to be paid by Tenant under the terms of this
            Lease) for the balance of such term, both discounted to present
            worth at the rate of eight percent (8%) per annum.

      E.    Suit or suits for the recovery of the amounts and damages set forth
            herein 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 that this Lease or the term hereof would have expired
            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 now or hereafter existing at
            law or in equity or by statute 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 costs incurred by Landlord in connection with
            collecting any amounts and damages


                                       17
<PAGE>

            owed by Tenant pursuant to the provisions of this Lease or to
            enforce any provision of this Lease, including reasonable attorneys'
            fees from the date any such matter is turned over to an attorney,
            shall also be recoverable by Landlord from Tenant. Landlord and
            Tenant agree that any action or proceeding arising out of this Lease
            shall be heard by the court sitting without a jury, and they hereby
            waive all rights to trial by jury. In the event of default, in
            addition to all other remedies therefor, Landlord shall be entitled
            to receive from Tenant all sums the payment of which may previously
            have been waived by Landlord, or which may have been paid by
            Landlord, pursuant to any agreement by Landlord to grant Tenant a
            rental abatement or other monetary inducement or concession,
            including any tenant finish allowance and all other payments made by
            Landlord to or on behalf of Tenant, together with interest on such
            amounts at the rate of twenty-one percent (21%) per annum, from the
            date or dates such amounts were paid by Landlord or would have been
            due from Tenant but for the abatement, until finally paid or repaid.

      F.    No failure by Landlord to 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 any 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 breach
            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.
            Notwithstanding any termination of this Lease, the same shall
            continue in force and effect as to any provisions hereof which
            require observance or performance by Landlord or Tenant subsequent
            to termination.

      G.    (1)   Nothing contained in this Paragraph 17 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 proceeding and in effect at the time when
                  such damages are to be proved, whether or not such amount is
                  greater than, 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.

            (2)   Notwithstanding anything in this Paragraph 17 to the contrary,
                  any such proceeding or action involving bankruptcy,
                  insolvency, reorganization, arrangement, assignment for the
                  benefit of creditors, or appointment of a receiver or trustee,
                  as specified in subparagraphs 16E and 16F above, shall be
                  considered to be an event of default only when such
                  proceeding, action or remedy shall be taken or brought by or
                  against the then holder of the leasehold estate under this
                  Lease or by or against any person or entity then liable under
                  any guaranty of this Lease.

      H.    LATE CHARGES: Tenant hereby acknowledges that late payment by Tenant
            to Landlord of rent or other sums due hereunder will cause Landlord
            to incur costs not contemplated by this Lease, the exact amount of
            which will be difficult to ascertain. Such costs include, but are
            not limited to, processing and accounting charges, and late charges
            which may be imposed upon Landlord by terms of any mortgage or trust
            deed covering the Premises. Accordingly, if an installment of rent
            or of a sum due from Tenant shall not be received by Landlord or
            Landlord's designee within five (5) days of when due, then Tenant
            shall pay to Landlord a late charge equal to five percent (5%) of
            such overdue amount. The parties hereby agree that such late charges
            represent a fair and reasonable estimate of the cost that Landlord
            will incur by reason of the late payment by Tenant. Acceptance of
            such late charges by the 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


                                       18
<PAGE>

            remedies granted hereunder.

      I.    INTEREST DUE. If any amount due from Tenant to Landlord hereunder
            whether it be rental or other charges, is not paid within five (5)
            days of when due, Tenant shall pay Landlord an amount equal to
            eighteen percent (18%) per annum of the total amount due Landlord,
            from the original due date until paid. Interest charges shall be in
            addition to, and not in substitution of, late charges imposed.

      J.    RENTAL PAYMENTS AND CHECK CHARGES. All payments of rent and other
            charges under this Lease shall be made by Tenant in a negotiable
            instrument form for which there are immediately available funds.
            Unless previously agreed by Landlord, no such payments shall be made
            in cash. If Tenant has, for any payment made in connection with this
            Lease, tendered a check or other negotiable instrument which has
            been dishonored, any or all future payments hereunder, if requested
            by Landlord, shall be made by Tenant in cashiers check or other
            certified funds. If Tenant is in default, and late charges have been
            incurred with regard to the payment(s) then outstanding, if
            requested by Landlord, the payment to cure such default shall be
            made by Tenant in cashiers check or other certified funds.

18.   Completion of Premises:

      A.    Landlord has agreed to complete the Premises as more fully set forth
            in the work letter (the "Work Letter") to be executed between
            Landlord and Tenant and attached hereto as Exhibit "D" and
            incorporated herein. Other than as set forth in the Work Letter,
            Landlord shall have no obligation for the completion of the
            Premises, and Tenant shall accept the Premises in their condition as
            of the date of the commencement of the Lease term, except for those
            items set forth in a written communication received by Landlord as
            described in Exhibit D. In any event, Landlord shall not have any
            obligation for the repair or replacement of any portions of the
            interior of the Premises which are damaged or wear out during the
            term hereof, regardless of the cause therefor, except if the cause
            is attributable to the negligence or fault of Landlord. If the
            Premises are not ready for occupancy on the date upon which the term
            hereby demised is to begin, unless the delay is caused by Tenant or
            its agents or employees, the rent under this Lease shall not
            commence until the Premises are ready for occupancy, whereupon this
            Lease, and all of the covenants, conditions and agreements herein
            contained, shall be in full force and effect; and the expiration of
            the term hereof shall be postponed for an equivalent period of time.
            Such postponement of rent for the period prior to the delivery to
            Tenant of the Premises ready for occupancy shall be in full
            settlement of all claims which Tenant might otherwise have by reason
            of said Premises not being ready for occupancy on the date specified
            in Paragraph 2. Tenant may occupy the Premises prior to the
            commencement of the Lease term, provided that: (a) it has obtained
            Landlord's prior written consent thereto; (b) it will not in any way
            hinder the tenant improvement work, if any, to be performed by
            Landlord, and will cooperate with all reasonable requests of workers
            and Landlord in conjunction therewith; and (c) the rent for such
            period shall be at the monthly rate (prorated accordingly) set forth
            in Paragraph 3 hereof. Upon Tenant's occupancy of the Premises all
            of the provisions of this Lease shall be in full force and effect.
            "Ready for occupancy", as that term is used herein, shall mean the
            date that Landlord shall have substantially completed the Premises
            or any remodeling work to be performed by Landlord to the extent
            agreed to in the Work Letter. The certificate of the architect (or
            other representative of Landlord) in charge of supervising the
            completion or remodeling of the Premises shall control conclusively
            the date upon which the Premises are ready for occupancy and the
            obligation to pay rent begins as aforesaid. In addition to the
            foregoing, if Landlord is delayed in delivering the Premises to
            Tenant due to the failure of a prior occupant to vacate the same,
            then the rent and term shall also be postponed as hereinabove set
            forth, and such postponement shall be in full settlement of all
            claims which Tenant may otherwise have by reason of the delay of
            delivery.


                                       19
<PAGE>

      B.    If, as a result of the postponement of the commencement of the
            Primary Lease Term, the Primary Lease Term would begin other than on
            the date set forth in Paragraph 2 hereof, the commencement date
            shall be postponed and Tenant shall pay proportionate rent at the
            same monthly rate set forth herein (also in advance) for such
            partial month, and all other terms and conditions of this Lease
            shall be in force and effect during such partial month. As soon as
            the term commences, Landlord and Tenant shall execute an addendum to
            this Lease, which may be requested by either party, setting forth
            the exact dates of commencement and expiration of the Primary Lease
            Term. Notwithstanding the provisions set forth in this Paragraph,
            and except for circumstance beyond Landlord's control, if Landlord
            is unable to deliver possession of the Premises within ninety (90)
            days of the commencement date set forth in Paragraph 2 hereof, then
            Tenant shall have the right to terminate this Lease upon written
            notice to Landlord.

19.   Removal of Tenant's Property:

      All movable furniture and personal effects of Tenant not removed from the
      Premises upon the vacation or abandonment thereof or upon the termination
      of this Lease for any cause whatsoever shall conclusively be deemed to
      have been abandoned and may be appropriated, sold, stored, destroyed or
      otherwise disposed of by Landlord without notice to Tenant or any other
      person and without obligation to account therefore; and Tenant shall pay
      Landlord for all expenses incurred in connection with the disposition of
      such property.

20.   Holding Over:

      Should Tenant hold over after the termination of this Lease and continue
      to pay rent, and should Landlord accept such rent, without any express
      written agreement as to such holding over, Tenant shall become a tenant
      from month-to-month only upon each and all of the terms herein provided as
      may be applicable to such month-to-month tenancy, but any such holding
      over shall not constitute an extension of this Lease. During such holding
      over Tenant shall pay rental equal to two hundred percent (200%) of the
      last monthly rental rate and the other charges as provided herein. Such
      tenancy shall continue until terminated by Landlord as provided by law or
      until Tenant shall have given to Landlord a written notice at least thirty
      (30) days prior to the intended date of termination of such monthly
      tenancy of Tenant's intention to terminate such tenancy. Nothing contained
      herein shall be construed as requiring Landlord to accept any rental
      tendered by Tenant after the expiration of this Lease.

21.   Control of Common Areas; Parking:

      A.    All automobile parking areas, driveways, entrances and exits thereto
            and other facilities furnished by Landlord, including all parking
            areas, truck way or ways, loading areas, pedestrian walkways and
            ramps, landscaped areas, stairways and other areas and improvements
            provided by Landlord both inside and outside the Building (all of
            the foregoing are hereinafter collectively referred to as "Common
            Areas") for the general use in common of tenants, their officers,
            employees, agents, invitees, licensees, visitors and customers (all
            of the foregoing are hereinafter collectively referred to as
            "Permitted Users"), shall be at all times subject to the exclusive
            control and management of Landlord, and Landlord shall have the
            right at any time and from time to time to establish, modify and
            enforce reasonable rules and regulations with respect to all such
            Common Areas. Landlord shall have the right to construct, maintain
            and operate lighting facilities within the Common Areas; to employ
            personnel to operate and maintain the Common Areas; to change at any
            time and from time to time the area, level, location and arrangement
            of parking areas and other Common Areas; to restrict parking and
            impose parking charges; to close all or any portion of the Common
            Areas to such extent as may, in the opinion of Landlord's counsel,
            be legally sufficient to prevent a public dedication thereof or the
            accrual of any rights therein to any person or the public; to
            discourage parking by other than Permitted Users; and to do and
            perform such other acts in and to the Common Areas


                                       20
<PAGE>

            as, in the use of good business judgment, Landlord shall determine
            to be advisable with a view to the improvement of the convenience
            and use thereof by the Permitted Users. Reference in this section to
            parking areas shall in no way be construed as giving Tenant any
            rights or privileges in connection with such parking areas unless
            such rights or privileges are expressly set forth herein. All
            reasonable expenses incurred by Landlord in the maintenance and
            operation of the Common Areas shall be included in the definition of
            Operating Expenses.

      B.    Landlord shall not be responsible for unauthorized use of parking
            spaces and may, at Landlord's sole option, relocate Tenant's parking
            spaces to a suitable alternative parking area during repair or
            reconstruction of the Building Complex parking areas. If at any time
            Landlord is prevented by circumstances beyond its control from
            providing the number of parking spaces specified, Tenant shall be
            entitled to a proportionate abatement of the parking space rental
            owed, and to no other claim or remedy. If Landlord installs parking
            meters or uses an attendant to collect fees for parking, Landlord
            will cause all charges imposed upon the Permitted Users of Tenant to
            be credited to Tenant or its Permitted Users. See Exhibit F -
            Agreement for Parking.

22.   Surrender and Notices:

      Upon the expiration or other termination of the term of this Lease, Tenant
      shall promptly quit the Premises and surrender the Premises to Landlord
      broom clean, in good order and condition, except for ordinary wear and
      tear and loss by fire or other casualty (unless caused, whether by action
      or inaction, by Tenant, its agents, servants, employees or invitees).
      Tenant shall remove all of its movable furniture and other effects and
      such alterations, additions and improvements as Landlord shall require
      Tenant to remove pursuant to Paragraph 8 hereof. In the event that Tenant
      fails to vacate the Premises in a timely manner as required, Tenant shall
      be responsible to Landlord for all costs incurred by Landlord as a result
      of such failure, including, but not limited to, any amounts required to be
      paid to third parties who were to have occupied the Premises.

23.   Acceptance of Premises by Tenant:

      Taking possession of the Premises by Tenant shall be conclusive evidence
      as against Tenant that said Premises were in the condition agreed upon
      between Landlord and Tenant. Tenant also acknowledges that the Premises
      are leased by Tenant on an "AS-IS" basis.

24.   Subordination and Attornment:

      This Lease, at Landlord's option, shall be subordinate to any mortgage,
      deed of trust (now or hereafter placed upon the Building Complex), ground
      lease or declaration of covenants (hereafter placed upon the Building
      Complex) regarding maintenance and use of any areas contained in any
      portion of the Building Complex, and to any and all advances made under
      any mortgage or deed of trust and to all renewals, modifications,
      consolidations, replacements and extensions thereof. Tenant agrees, with
      respect to any of the foregoing documents, that no documentation other
      than this Lease shall be required to evidence such subordination. If any
      holder of a mortgage or deed of trust shall elect for this Lease to be
      superior to the lien of its mortgage or deed of trust, and shall give
      written notice thereof to Tenant, then this Lease shall automatically be
      deemed prior to such mortgage or deed of trust, whether this Lease is
      dated earlier or later than the date of said mortgage or deed of trust or
      the date of recording thereof. Tenant agrees to execute such documents as
      may be further required to evidence such subordination or to make this
      Lease prior to the lien of any mortgage or deed of trust, as the case may
      be, and by failing to do so within ten (10) days after written demand,
      Tenant does hereby make, constitute and irrevocably appoint Landlord as
      Tenant's attorney-in-fact and in Tenant's name, place and stead, to do so.
      This power of attorney is coupled with an interest. Tenant hereby attorns
      to all successor owners of the Building, whether or not


                                       21
<PAGE>

      such ownership is acquired as a result of a sale through foreclosure of a
      deed of trust or mortgage, or otherwise. Notwithstanding the foregoing,
      Tenant shall only be obligated to subordinate its leasehold interest to
      any mortgage, deed of trust, ground lease or declaration of covenants now
      or hereafter placed upon the Building Complex if the holder of such
      mortgage or deed of trust or the landlord under such ground lease or the
      declarant under such declaration of covenants will grant to Tenant a
      non-disturbance agreement, using the form of document then being employed
      by such holder, landlord or declarant for such purposes, which will
      provide that Tenant, notwithstanding any default of Landlord hereunder,
      shall have the right to remain in possession of the Premises described
      herein in accordance with the terms and provisions of this Lease for so
      long as Tenant shall not be in default under this Lease.

25.   Payments After Termination:

      No payments of money Tenant to Landlord after the termination of this
      Lease, in any manner, or after giving of any notice of default (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 being agreed that after the
      service of notice of the commencement of a suit or after any final
      judgment granting Landlord possession of the Premises, Landlord may
      receive and collect any sums of rent due, or any other sums of money due
      under the terms of this Lease, or may otherwise exercise any of its rights
      and remedies hereunder. The payment of such sums of money, whether as rent
      or otherwise, shall not waive said notice, or in any manner affect any
      suit theretofore commenced or judgment theretofore obtained.

26.   Authorities for Action and Notice:

      A.    Except as herein otherwise provided, Landlord may act in any matter
            provided for herein by and through its Building Manager, or through
            any other person who may from time to time be designated by Landlord
            in writing.

      B.    All notices or demands required or permitted to be given to Landlord
            hereunder shall be in writing, and shall be deemed duly served when
            deposited in the United States Mail, with proper postage prepaid,
            certified or registered, return receipt requested, addressed to
            Landlord at 5275 DTC Parkway, Greenwood Village, Colorado 80111, or
            at the most recent address of which Landlord has notified Tenant in
            writing. All notices or demands required to be given to Tenant
            hereunder shall be in writing, and shall be deemed duly served when
            deposited in the United States Mail, with proper postage prepaid,
            certified or registered, return receipt requested, addressed to
            Chartwell International, Inc., 5275 DTC Parkway, Greenwood Village,
            CO 80111. If Tenant fails to designate an address, such notice may
            be mailed to Tenant's Premises in the Building. Either party shall
            have the right to designate in writing, served as above provided, a
            different address to which notice is to be mailed. The foregoing
            shall in no event prohibit notice from being given as provided in
            Rule 4 of the Colorado Rules of Civil Procedure, as the same may be
            amended from time to time.

27.   Security Deposit:

      It is agreed that Tenant, concurrently with the execution of this Lease,
      has deposited with Landlord, and will keep on deposit at all times during
      the term hereof, the sum of Five Thousand One Hundred Dollars ($ 5,100.00)
      would be required, the receipt of which is hereby acknowledged, as
      security for the payment by Tenant of the rent herein agreed to be paid
      and for the faithful performance of all the terms, conditions and
      covenants of this Lease. If, at any time during the term hereof, Tenant
      shall be in default in the performance of any provision of this Lease,
      Landlord shall have the right to use said deposit, or so much thereof as
      is necessary, in payment of any rent in default as aforesaid,
      reimbursement of any expense incurred by Landlord, and in payment of any
      damages incurred by Landlord by reason of Tenant's default. In such event,
      Tenant shall, on written demand of Landlord, forthwith remit to Landlord a
      sufficient amount in cash to


                                       22
<PAGE>

      restore said deposit to its original amount. In the event said deposit has
      not been used as aforesaid, said deposit, or as much thereof as has not
      been used for such purposes, shall be refunded to Tenant, without
      interest, upon full performance of this Lease by Tenant. Landlord shall
      have the right to commingle said deposit with other funds of Landlord.
      Landlord may deliver the funds deposited herein by Tenant to any purchaser
      of Landlord's interest in the Premises in the event such interest is sold,
      and thereupon Landlord shall be discharged from further liability with
      respect to such deposit. If claims of Landlord exceed said deposit, Tenant
      shall remain liable for the balance of such claims.

28.   Landlord's Lien:

      Tenant hereby grants to Landlord a lien upon any and all furniture,
      fixtures, inventory, leasehold improvements, accounts receivable, and
      equipment belonging to the Tenant or used at, in or upon the Premises,
      whether acquired by the Tenant before or after execution of this Lease, to
      secure the due payment of all rent and other liabilities of the Tenant
      hereunder. Upon failure of the Tenant to pay any part of any rent due
      under this Lease, the Landlord may avail itself of all rights and remedies
      then available under the Uniform Commercial Code as enacted in the State
      in which the Premises are located. To accomplish the foregoing, Tenant (i)
      hereby appoints Landlord as its agent and attorney-in-fact to sign any
      Security Agreements and Financing Statements to be filed with the
      Secretary of State and appropriate County in order to perfect this
      security interest, and (ii) also agrees, if requested by Landlord, to
      execute a Security Agreement and Financing Statement.

      Upon written request by Tenant, Landlord agrees to subordinate its lien in
      the movable trade fixtures, furniture, inventory and equipment in the
      event Tenant is requested by any Lender to provide such collateral in
      connection with a loan or extension of credit to Tenant. All fixtures,
      walls carpeting, flooring, plumbing, electrical, heating and air
      conditioning equipment and fixtures, and other similar leasehold
      improvements installed by Tenant shall remain subject to the first lien of
      Landlord until the termination of Tenant's right to possession of the
      Premises, at which time they shall become the property of Landlord, at
      Landlord's option.

29.   Miscellaneous:

      A.    The rules and regulations attached hereto and marked Exhibit "C", as
            well as such rules and regulations as may hereafter be adopted by
            Landlord for the safety, care and cleanliness of the Premises and
            the Building Complex and the preservation of good order therein, are
            hereby expressly made a part hereof; and Tenant agrees to obey all
            such rules and regulations. The violation of any of such rules and
            regulations by Tenant shall be deemed an event of default of this
            Lease by Tenant, affording Landlord all those remedies set out
            herein. Landlord shall not be responsible to Tenant for the failure
            of any other tenant or occupant of the Building to comply with any
            of said rules and regulations.

      B.    The term "Landlord", as used in this Lease, so far as covenants or
            obligations on the part of Landlord are concerned, shall be limited
            to mean and include only the owner or owners of the Building at the
            time in question. In the event of any transfer or transfers of the
            title to the Building, the Landlord herein named (and in the case
            of any subsequent transfers or conveyances, the then-grantor) shall
            be automatically released, from and after the date of such transfer
            or conveyance, from all liability with respect to the performance of
            any covenants or obligations on the part of Landlord contained in
            this Lease thereafter to be performed; provided that the grantee
            assumes the duty to perform Landlord's covenants and obligations
            hereunder, and provided that any funds in which Tenant has an
            interest in the hands of Landlord or the then-grantor at the time of
            such transfer shall be turned over to the grantee. Any amount then
            due and payable to Tenant by Landlord or the then-grantor under any
            provisions of this Lease shall be paid to Tenant at the time of any
            transfer or conveyance.


                                       23
<PAGE>

      C.    The termination or mutual cancellation of this Lease shall not work
            a merger, and such termination or mutual cancellation shall, at the
            option of Landlord, either terminate all subleases and subtenancies
            or operate as an assignment to Landlord of any or all of such
            subleases or subtenancies.

      D.    Tenant agrees that for the purposes of completing or making repairs
            or alterations in any portion of the Building, Landlord may use one
            or more of the street entrances, halls, passageways and elevators of
            the Building.

      E.    This Lease shall be construed as though the covenants herein between
            Landlord and Tenant are independent, and not dependent. Tenant shall
            not be entitled to any setoff of the rent or other amounts owing
            hereunder against Landlord if Landlord fails to perform its
            obligations set forth herein; provided, however, that the foregoing
            shall in no way impair the right of Tenant to commence a separate
            action against Landlord for any violation by Landlord of the
            provisions hereof so long as notice is first given to Landlord and
            to any holder of a mortgage or deed of trust covering the Building
            Complex or any portion thereof, and an opportunity is granted to
            Landlord and such holder to correct such violation as provided in
            subparagraph J of this Paragraph.

      F.    Landlord shall have the right upon thirty (30) days' written notice
            to Tenant to substitute other premises within the Building for the
            Premises, subject to the same terms and conditions as though such
            substitute premises were originally leased to Tenant at the time of
            the execution and delivery of this Lease; provided, however, that
            the substituted premises shall contain at least as much square
            footage as the originally leased Premises without any increase in
            the Base Rent and other charges then being paid. Landlord agrees to
            pay all reasonable moving expenses of Tenant, including the
            reasonable replacement of tenant improvements incidental to such
            substitution of premises.

      G.    If any clause or provision of this Lease is illegal, invalid or
            unenforceable under present or future laws effective during the
            term of this Lease, then and in that event, it is the intention of
            the parties hereto that the remainder of this Lease shall not be
            affected thereby; and it is also the intention of the parties to
            this Lease that in lieu of each clause or provision of this Lease
            that is illegal, invalid or unenforceable, there shall be added as a
            part of this Lease a legal, valid and enforceable clause or
            provision as similar in terms to such illegal, invalid or
            unenforceable clause or provision as may be possible.

      H.    The captions of each Paragraph are added as a matter of convenience
            only and shall be considered to be of no effect in the construction
            of any provision or provisions of this Lease.

      I.    Except as herein specifically set forth, all terms, conditions and
            covenants to be observed and performed by the parties hereto shall
            be applicable to and binding upon their respective heirs,
            administrators, executors, successors and assigns.

      J.    In the event of any alleged default on the part of Landlord
            hereunder, Tenant shall give written notice to Landlord in the
            manner herein set forth and shall afford Landlord a reasonable
            opportunity to cure any such default. Notice to Landlord of any such
            alleged default shall be ineffective unless Tenant shall send notice
            of such default by certified or registered mail, with proper postage
            prepaid, to each holder of a mortgage or deed of trust covering the
            Building Complex or any portion thereof of whose address Tenant has
            been notified in writing, and unless Tenant shall afford such holder
            a reasonable opportunity to cure any alleged default on Landlord's
            behalf. In no event will Landlord or any mortgagee be responsible
            for any consequential damages incurred by Tenant, including, but not
            limited to, lost profits or interruption of business, as a result of
            any alleged default by Landlord.

            If the Building is, at the execution hereof or at any time during
            the term hereof, subject to a mortgage or deed of trust, the Tenant
            agrees to give the holder


                                       24
<PAGE>

            thereof (the "Note Holder") written notice of each and every alleged
            default by the Landlord under the Lease and agrees not to exercise
            any of Tenant's remedies under the Lease unless the Note Holder
            fails to cure such default within ten (10) days after the time for
            cure thereof allotted to the Landlord under the forgoing
            subparagraph or within such longer period as may be reasonably
            necessary if such default cannot be cured within such ten (10) days.
            The Tenant understands that the Note Holder shall have the right but
            not the obligation or duty to cure any such default by the Landlord.

      K.    If the Tenant under this Lease is more than one entity or person,
            the obligations imposed upon Tenant under this Lease shall be joint
            and several.

      L.    No act or thing done by Landlord or Landlord's agent during the term
            hereof, including, but not limited to, any agreement to accept
            surrender of the Premises or to amend or modify this Lease, shall be
            deemed to be binding upon Landlord unless such act or thing shall be
            done by a general partner of Landlord or a party designated in
            writing by Landlord as so authorized to act. The delivery of keys to
            Landlord or Landlord's agent, employees or officers shall not
            operate as a termination of this Lease or a surrender of the
            Premises. No payment by Tenant, or receipt by Landlord, of a lesser
            amount than the monthly rent herein stipulated shall be deemed to be
            other than on account of the earliest stipulated rent, nor shall any
            endorsement of statement on any check or any letter accompanying any
            check, or payment as rent, be deemed an accord and satisfaction; and
            Landlord may accept such check or payment without prejudice to
            Landlord's right to recover the balance of such rent or to pursue
            any other remedy available to Landlord.

      M.    Landlord shall have the right to change the name of the Building, to
            construct other buildings or improvements in any plaza or other area
            designated by Landlord for use by tenants, or to change the location
            or character of, or make alterations of or additions to, any of said
            plazas or other areas.

      N.    Tenant acknowledges and agrees that it has not relied upon any
            statements, representations, agreements or warranties except such as
            are expressed in this Lease, and that no amendment or modification
            of the Lease shall be valid or binding unless expressed in writing
            and executed by Landlord and Tenant in the same manner as the
            execution of this Lease.

      O.    Liability. Tenant agrees that Tenant shall look solely to the estate
            of Landlord in the Building for the collection of any judgment (or
            other judicial process) requiring the payment of money by Landlord
            in the event of any default or breach by Landlord with respect to
            any of the terms and provisions of this Lease to be observed or
            performed by Landlord, subject, however, to the prior rights of the
            holder of any mortgage covering the Building, and no other assets of
            Landlord shall be subject to levy, execution or other judicial
            process for the satisfaction of the Tenant's claim, and Landlord
            shall not be liable for any such default or breach except to the
            extent of Landlord's estate in the Building.

      P.    Time is of the essence hereof.

      Q.    Tenant and the parties executing this Lease on behalf of Tenant
            represent to Landlord that such parties are authorized to do so by
            requisite action of Tenant's board of directors, or partners, as the
            case may be, and agree, upon request, to deliver to Landlord a
            resolution or similar document to that effect.

      R.    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 Assurance of future performance of
            the terms and provisions of this Lease. For purposes of any such
            assumption or assignment,


                                       25
<PAGE>

            "Adequate Assurance" shall include at least the following:

        (1) 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, as 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
            net worth of Tenant on the date this Lease became effective,
            increased by seven percent (7%), compounded annually, for each year
            from the Lease Commencement Date 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.

        (2) Any proposed assignee of this Lease must assume and agree to be
            personally bound by the terms, provisions, and covenants of this
            Lease.

      S.    Any obligation of the Landlord hereunder which is delayed or not
            performed due to acts of God, strike, riot, war, weather, failure to
            obtain labor and materials at a reasonable cost, or any other reason
            beyond the control of the Landlord, shall not constitute a default
            hereunder and shall be performed within a reasonable time after the
            end of such cause for delay or nonperformance.

      T.    Tenant shall not record this Lease or a memorandum hereof without
            the prior written consent of Landlord. In the event that Tenant
            violates this provision, this Lease shall be null, void, and of no
            further force and effect, except that Tenant shall be liable to
            Landlord, as liquidated damages, in the amount of the remaining
            rental to be paid hereunder.

      U.    During the first month of each Lease Year, Tenant will provide an
            Annual Report to Landlord for Tenant's preceding fiscal year.

      V.    This Lease may be executed in two or more duplicate originals. Each
            duplicate original shall be deemed to be an original hereof, and it
            shall not be necessary for a party hereto to produce more than one
            such original as evidence hereof.

      W.    The Tenant does hereby specifically allow and permit the Landlord to
            execute an Assignment Agreement, including a General Assignment of
            Rents, and to assign this particular Lease.

      X.    Tenant shall pay, or cause to be paid, before delinquency, any and
            all taxes levied or assessed and which become payable during the
            term hereof upon all of Tenant's income, leasehold improvements,
            equipment, furniture, fixtures and personal property located in the
            Premises. In the event that any or all of Tenant's leasehold
            improvements, equipment, furniture, fixtures and personal property
            shall be assessed and taxed with the Building, Tenant shall pay to
            Landlord as Additional Rent hereunder its share of such taxes within
            ten (10) days after delivery to Tenant by Landlord of a statement in
            writing setting forth the amount of such taxes applicable to
            Tenant's property.

      Y.    During the term of the Lease, Tenant shall comply with all statutes,
            ordinances, rules, orders, regulations and requirements of the
            federal, state, county and city governments and all departments
            thereof applicable to the presence, storage, use, maintenance and
            removal of toxic, hazardous or contaminated substances
            (collectively, "hazardous material") in, on or about the Premises,
            which presence, storage, use, maintenance or removal is caused or
            permitted by Tenant. In no event shall the aforesaid be construed to
            mean that Landlord has given or will give its consent to Tenant's
            storing, using, maintaining or removing hazardous materials in, on
            or about the Premises.

      Z.    The submission of this document for examination and review does not
            constitute an option, an offer to lease space in the Building or an
            agreement to lease. This


                                       26
<PAGE>

            document shall have no binding effect on the parties unless and
            until executed by both Landlord and Tenant and will be effective
            only upon Landlord's execution of the same.

29.   Brokerage:

      Tenant represents and warrants to Landlord that it has dealt only with
      Frederick Realty Interests and Moore & Co.(the "Broker") in the
      negotiation of this Lease. Landlord shall make payment of the brokerage
      fee due to the Broker pursuant to and in accordance with a separate
      agreement with the Broker. Tenant hereby agrees to indemnify and hold
      Landlord harmless of and from any and all damages, losses, costs or
      expenses (including without limitation, all attorneys' fees and
      disbursements) by reason of any claim of or liability to any other broker
      or other person claiming through Tenant and arising out of or in
      connection with the negotiation, execution and delivery of this Lease.
      Additionally, Tenant acknowledges and agrees that Landlord shall have no
      obligation for payment of any brokerage fee or similar compensation to any
      person with whom Tenant has dealt or may in the future deal with respect
      to leasing of any additional or expansion space in the Building or
      renewals or extensions of this Lease.

30.   RENT SCHEDULE

      Rent Schedule subject to Paragraph 4 of this Lease.

<TABLE>
<CAPTION>

================================================================================
                               BASE RENTAL                     TOTAL BASE
                               RATE/RSF/YR     MONTHLY          RENT FOR
PERIOD          DATES          FOR PERIOD      BASE RENT         PERIOD
--------------------------------------------------------------------------------
<S>           <C>               <C>             <C>              <C>
 1 Month      6/14/97 thru      $0.00 RSF       $ 0.00           $ 0.00
   and         7/31/1997
seventeen
   days
--------------------------------------------------------------------------------
1 Month        8/1/97 thru      $8.00 RSF       $2,720.00         $2,720.00
                8/31/97
--------------------------------------------------------------------------------
11 Months      9/1/97 thru        $14.00        $4,760.00        $52,360.00
                7/31/98
--------------------------------------------------------------------------------
12 Months      8/1/98 thru        $15.00        $5,100.00        $61,200.00
                7/31/99
--------------------------------------------------------------------------------
12 Months      8/1/99 thru        $15.50        $5,270.00        $63,240.00
               7/31/2000
================================================================================
</TABLE>


                                       27
<PAGE>

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

LANDLORD:

Address: 5275 DTC Parkway                   5275 DTC, LLC,
         Greenwood Village, CO 80111        a Colorado limited liability company

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:     Manager
                                                  ------------------------------
                                            Date:
                                                 -------------------------------

TENANT:

Address: 5275 DTC Parkway                   Chartwell International, Inc.
        -------------------                 -----------------------------
Greenwood Village, CO 80111                 A Nevada Corporation
---------------------------                 --------------------

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------
                                            Date:
                                                 -------------------------------


                                       28
<PAGE>

                           ACKNOWLEDGEMENT OF TENANT

State of                                )
                                        )ss.
County of                               )

The foregoing Office Building Lease was acknowledged before me this _____ day of
_____________,1996, by_________________________________________________________
_______________________________________________________________________________
__________________________________, as Tenant.


WITNESS my hand and official seal.

My Commission expires:
                       ---------------------------


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

                           ACKNOWLEDGEMENT OF LANDLORD

State of                                )
                                        )ss.
County of                               )

The foregoing Office Building Lease was acknowledged before me this _____ day
of ______________, 19__ , by_________________________ as Manager of 5275 DTC,
LLC, a Colorado limited liability company, as Landlord.

WITNESS my hand and official seal.

My Commission expires:
                       ----------------------------

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


                                       29
<PAGE>

                                   EXHIBIT "A"

                                PLAN OF PREMISES

                                5275 DTC PARKWAY


                                   [FLOOR PLAN]


                                       A-1

<PAGE>

                                  EXHIBIT "B"

                                LEGAL DESCRIPTION

Covering the Land in the State of Colorado and County of Arapahoe Described as:

A Part of Lot 1, A resubdivision of Block 1, Denver Technological Center,
located in the Northeast one-quarter section 16, Township 5 South, range 67 West
of the Sixth Principal Meridian, more particularly described as follows:

Commencing at the Northwest corner of said Lot 1, Thence N 89 degrees 58 minutes
54 seconds along said north line of said Lot 1 a distance of 3.00 feet to the
point of beginning on the east right-of-way line of South Syracuse Street;
thence continuing north 89 degrees 58 minutes 54 seconds east along said north
line a distance of 410.16 feet to the northwest corner of the parcel of land
described in Book 2643 at Page 27, Arapahoe County Records; thence south 00
degrees 11 minutes 53 seconds east along the west line of said parcel of land a
distance of 277.86 feet to the southwest corner of said parcel on the northerly
right-of-way line of East Prentice Avenue; thence along said northerly
right-of-way line east of Prentice Avenue and said east right-of-way of South
Syracuse Street the following (3) courses:

1. North 72 degrees 47 minutes 12 seconds west a distance of 347.93 feet to the
point of curve;

2. Along the arc of said curve to the right, having a central angle of 73
degrees 18 minutes 20 seconds and a radius of 112.79 feet, a distance of 144.31
feet to the point of tangent

3. North 00 degrees 31 minutes 08 seconds east along said tangent line a
distance of 66.01 feet to the point of beginning, County of Arapahoe, State of
Colorado.

                                       B-1

<PAGE>

                                   EXHIBIT "C"

                              RULES AND REGULATIONS

      Landlord and Tenant agree that the following Rules and Regulations shall
be and hereby are made a part of this Lease, and Tenant agrees that Tenant's
employees and agents, or any others permitted by Tenant to occupy or enter the
Premises, will at all times abide by said Rules and Regulations:

      1.    The sidewalks entries, passages, corridors, stairways, and elevators
            of the Building shall not be obstructed by Tenant, or Tenant's
            agents or employees, or used for any purpose other than ingress to
            and egress from the Premises.

      2.    Furniture, equipment or supplies will be moved in or out of the
            Building only upon the elevator designated by Landlord and then only
            during such hours and in such manner as may be prescribed by
            Landlord. Landlord shall have the right to approve or disapprove the
            movers or moving company employed by Tenant. Tenant shall cause its
            movers to use only the loading facilities and elevator designated by
            Landlord. In the event Tenant's movers damage the elevator or any
            part of the Building, Tenant shall forthwith pay to Landlord the
            amount required to repair said damage.

      3.    No safe or articles, the weight of which may in the opinion of
            Landlord constitute a hazard or damage to the Building or Building's
            equipment, shall be moved into the Premises.

      4.    Safes and other equipment, the weight of which is not excessive,
            shall be moved into, from and about the Building only during such
            hours and in such manner as shall be prescribed by Landlord; and
            Landlord shall have the right to designate the location of such
            articles in the Premises.

      5.    During the entire term of this Lease, Tenant shall at Tenant's
            expense install and maintain under each and every caster chair a
            chair pad to protect the carpeting.

      6.    No sign, advertisement or notice shall be inscribed, painted or
            affixed on any part of the inside or outside of the Building unless
            of such color, size and style and in such place upon or in the
            Building as shall be first designated by Landlord; but there shall
            be no obligation or duty on the part of Landlord to allow any sign,
            advertisement or notice to be inscribed, painted or affixed on any
            part of the inside or outside of the Building. A Directory in a
            conspicuous place, with the name(s) of Tenant(s), not to exceed one
            name per 500 square feet of space contained in the Premises, will be
            provided by Landlord; any necessary revision to this Directory will
            be made by Landlord at Tenant's expense, within a reasonable time
            after notice from Tenant of the change making the revision
            necessary. No furniture shall be placed in front of the Building or
            in any lobby or corridor, without the prior written consent of
            Landlord. Landlord shall have the right to remove all nonpermitted
            signs and furniture, without notice to Tenant, and at the expense of
            Tenant.

      7.    Tenant shall not do or permit anything to be done in the Premises or
            bring or keep anything therein which would in any way increase the
            rate of property insurance on the Building or on property kept
            therein, constitute a nuisance or waste, or obstruct or interfere
            with the rights of other tenants or in any way injure or annoy them,
            or conflict with the laws relating to fire or with any regulations
            of the fire department or with any insurance policy upon the
            Building or any part thereof or conflict with any of the rules or
            ordinances of the Department of Health of the City and County where
            the Building is located.

      8.    Tenant shall not employ any person or persons other than the janitor
            or cleaning contractor of Landlord for the purpose of cleaning or
            taking care of the Premises, without the prior written consent of
            Landlord. Landlord shall be in no way responsible


                                       C-1

<PAGE>

            to Tenant for any loss of property from the Premises, however
            occurring, or for any damage done to Tenant's furniture or equipment
            by the janitor or any of the janitor's staff, or by any other person
            or persons whomsoever. The janitor of the Building may at all times
            keep a pass key, and other agents of Landlord shall at all times be
            allowed admittance to the Premises.

      9.    Water closets and other water fixtures shall not be used for any
            purpose other than that for which they are intended; and any damage
            resulting to the same from misuse on the part of Tenant or Tenant's
            agents or employees shall be paid for by Tenant. No person shall
            waste water by tying back or wedging the faucets or in any other
            manner.

      10.   Except for seeing eye dogs for the blind and hearing ear dogs for
            the deaf, no animals shall be allowed in the offices, halls,
            corridors and elevators of the Building. No persons shall disturb
            the occupants of this or adjoining buildings or premises by the use
            of any radio, sound equipment or musical instrument or by the making
            of loud or improper noises.

      11.   Except for wheelchairs, no vehicles, including bicycles, shall be
            permitted in the offices, hail, corridors, and elevators in the
            Building, nor shall any vehicles be permitted to obstruct the
            sidewalks or entrances of the Building.

      12.   Tenant shall not allow anything to be placed on the outside of the
            Building, nor shall anything be thrown by Tenant or Tenant's agents
            or employees out of the windows or doors, or down the corridors,
            elevator shafts, or ventilating ducts or shafts of the Building.
            Tenant, except in case of fire or other emergency, shall not open
            any outside window.

      13.   No additional lock or locks shall be placed by Tenant on any door in
            the Building unless written consent of Landlord shall first have
            been obtained. A reasonable number of keys to the Premises and the
            toilet rooms, if locked by Landlord, will be furnished by Landlord;
            and neither Tenant nor Tenant's agents or employees shall have any
            duplicate keys made. At the termination of this tenancy, Tenant
            shall promptly return to Landlord all keys to offices toilet rooms
            or vaults.

      14.   No window shades, blinds, screens, draperies or other window
            coverings will be attached or detached by Tenant without Landlord's
            prior written consent. Tenant agrees to abide by Landlord's rules
            with respect to maintaining uniform curtains, draperies and linings
            at all windows and hallways.

      15.   No awnings shall be placed over any window.

      16.   If any Tenant desires telegraphic, telephonic or other electric
            connections, Landlord or Landlord's agents will direct the
            electricians as to where and how the wire may be introduced; and
            without such directions, no boring or cutting for wires will be
            permitted. Any such installation and connection shall be made at
            Tenant's expense.

      17.   Tenant shall not install or operate any steam or gas engine or
            boiler in the Premises. 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 Complex.

      18.   Any painting or decorating as may be agreed to be done by and at the
            expense of Landlord shall be done during regular weekday working
            hours. Should Tenant desire such work on Saturdays, Sundays,
            holidays or outside of regular working hours, Tenant shall pay for
            the extra cost thereof.

      19.   Except as permitted by Landlord, Tenant shall not mark upon, paint
            signs upon, cut, drill into, drive nails or screws into, or in any
            way deface the walls, ceilings, partitions or floors of the Premises
            or of the Building; and any defacement, damage or injury caused by
            Tenant or Tenant's agents or employees shall be paid for by


                                       C-2

<PAGE>

            Tenant.

      20.   Landlord shall, with reasonable prior notice, at all times have the
            right, by and through Landlord's officers or agents, to enter the
            Premises and show the same to persons wishing to lease them, and
            may, at any time within sixty (60) days preceding the termination of
            Tenant's Lease Term, place upon the doors and windows of the
            Premises the notice "For Rent," which notice shall not be removed by
            Tenant.

      21.   Use of the parking areas of the Building Complex shall be subject to
            the following rules:

            A.    Drivers shall use due care not to injure pedestrians, other
                  vehicles, or the fixtures and improvements within the parking
                  areas.

            B.    Vehicles shall be parked only in marked parking spaces, and
                  not in ramps, corridors, fire lanes, entrances, exits or other
                  areas posted for no parking.

            C.    From time to time Landlord may promulgate such other
                  reasonable and nondiscriminatory rules and regulations as
                  Landlord deems necessary or useful, and Tenant and its
                  Permitted Users shall be bound thereby.

      22.   Tenant and its employees shall use ordinary care to safeguard their
            belongings by locking the Premises when not in use and during times
            other than Ordinary Business Hours, by locking their automobiles,
            and by taking reasonable precautions with respect to items such as
            handbags, wallets and other valuables.

      23.   Tenant agrees that Landlord may reasonably amend, modify, delete or
            add new and additional rules and regulations for the use and care of
            the Premises, the Building and the Building Complex. Tenant agrees
            to comply with all such rules and regulations upon notice to Tenant
            from Landlord. In the event of any breach of any rules and
            regulations herein set forth, or any reasonable amendments,
            modifications or additions thereto, Landlord shall have all remedies
            set forth in this Lease in the event of default by Tenant.


                                       C-3

<PAGE>

                             Exhibit D - Work Letter

                                   WORK LETTER

      This EXHIBIT D is dated JUNE 7, 1997 between 5275 DTC, LLC, A COLORADO
LIMITED LIABILITY COMPANY ("Landlord") and CHARTWELL INTERNATIONAL, INC., A
NEVADA CORPORATION ("Tenant").

      1.    This EXHIBIT D is attached to and forms a part of that certain
office lease dated JUNE 7, 1997, (the "Office Lease") pursuant to which Landlord
has leased to Tenant office space in the building located at 5275 DTC PARKWAY,
GREENWOOD VILLAGE, COLORADO 80111 (the "Building").

      2.    Tenant agrees to accept the Premises in their "as is" condition
other than Landlord's Work as set forth in this EXHIBIT D and Landlord shall
have no other obligation for completion of the Premises.

      3.    Landlord's Work shall consist solely of the minor modification,
repair and maintenance items as enumerated below:

      "AS IS; WHERE IS"

      4.    By taking possession of the Premises Tenant will be deemed to have
accepted the Premises in their condition on the date of delivery of possession
and to have acknowledged that Landlord had performed all of Landlord's Work as
required by this EXHIBIT D and that there are no items needing additional work
or repair. The punch list will not include any damage to Premises caused by
Tenant's move-in or early access if permitted. Damage caused by Tenant will be
repaired or corrected by Landlord at Tenant's expense. Tenant acknowledges that
neither Landlord nor its agents or employees have made any representations or
warranties as to the suitability or fitness of the Premises 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 Premises except as expressly provided in this Lease and this
EXHIBIT D. If Tenant fails to submit a punch list to Landlord prior to
occupancy, it will be deemed that there are no items needing additional work or
repair.

      This EXHIBIT D is executed by Landlord and Tenant below:

LANDLORD:                                 TENANT:

5275 DTC, LLC,                            CHARTWELL INTERNATIONAL, INC.
A COLORADO LIMITED LIABILITY COMPANY      A NEVADA CORPORATION

By:                                       By:
   ---------------------------               -------------------------------
Name:                                     Name: Janice A. Jones
     -------------------------                 -----------------------------
Title:                                    Title: CHAIRMAN OF THE BOARD
      ------------------------                  ----------------------------
Date:                                     Date:
     -------------------------                 -----------------------------


                                      D- 1

<PAGE>

                       Exhibit E - Agreement for Signage

                              AGREEMENT FOR SIGNAGE

            THIS AGREEMENT FOR SIGNAGE is dated this 7TH day of JUNE, 1997
between 5275 DTC, LLC, A COLORADO LIMITED LIABILITY COMPANY, (the "Landlord")
and CHARTWELL INTERNATIONAL, INC., A NEVADA CORPORATION (the "Tenant").

                            W I T N E S S E T H :

            A.    By Office Lease dated JUNE 7, 1997, Landlord leased to Tenant
certain space located at 5275 DTC PARKWAY, GREENWOOD VILLAGE, COLORADO 80111.

            B.    Landlord is willing to provide signage to Tenant AT TENANT'S
EXPENSE pursuant to the terms and conditions contained herein.

            NOW, THEREFORE, the parties agree as follows:

            1.    One (1) door sign, bearing the name of the tenant company and
suite number, to be located on the front door made out of vinyl letters, will be
provided at TENANT'S expense.

            2.    One (1) building-typical identification sign will be displayed
on the wall located on DTC Parkway. The building-typical identification will be
provided by the Landlord at the TENANT'S expense.

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

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

      4.    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.

      IN WITNESS WHEREOF, the Landlord and Tenant have executed this statement
on the date above written.

LANDLORD:                             TENANT:
5275 DTC, LLC

By:                                   By:
   --------------------------            -------------------------------
Name:                                 Name:
     ------------------------              -----------------------------
Title:                                Title:
      -----------------------               ----------------------------
Date:                                 Date:
     ------------------------              -----------------------------

<PAGE>

                        Exhibit F - Agreement for Parking

                             AGREEMENT FOR PARKING

            This AGREEMENT FOR PARKING is dated this 7TH day of JUNE, 1997
between 5275 DTC, LLC, A COLORADO LIMITED LIABILITY COMPANY, ("Landlord") and
CHARTWELL INTERNATIONAL, INC., A NEVADA CORPORATION ("Tenant").

                               W I T N E S S E T H

      A.    By Office Lease dated JUNE 7, 1997, Landlord leased to Tenant
certain office building space located at 5275 DTC PARKWAY, GREENWOOD VILLAGE,
COLORADO 80111 (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. Landlord hereby leases to Tenant SIXTEEN
(16) 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 and
rental shall be as follows:

<TABLE>
<CAPTION>

========================================================================================
                                  NO. OF          RATE/STALL/                TOTAL FOR
   PERIOD        DATES        STALLS/LOCATION       MONTH       MONTHLY       PERIOD
----------------------------------------------------------------------------------------
<S>           <C>              <C>                  <C>         <C>           <C>
 37 Months    6/14/97 thru     Sixteen (16)         $0.00       $0.00         $0.00
   and         7/31/2000
seventeen
   days
========================================================================================
</TABLE>


      Said amount shall be payable on or before the first day of each month of
this Lease, without setoff, deduction or other claim.

      2.    Nonexclusive. This Lease creates a license to utilize the parking
spaces above- referenced. It is not a Lease of specific parking spaces and no
parking spaces shall be reserved for the use of the Tenant.

      3.    Operation of Parking Spaces. Tenant agrees to comply with all 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. 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. Tenant shall be in default under this Agreement upon the
occurrence of any of the following events:

            4.1   Failure to pay the rental described herein when due.

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

<PAGE>

      5.    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 parking spaces, 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.

      IN WITNESS WHEREOF, the Landlord and Tenant have executed this statement
on the date above written.

LANDLORD:                             TENANT:

5275 DTC, LLC,                      CHARTWELL INTERNATIONAL, INC.,
A COLORADO LIMITED LIABILITY        A NEVADA CORPORATION
COMPANY

By:                                 By:
   -------------------------           -----------------------------
Name:                               Name:
     -----------------------             ---------------------------
Title:                              Title:
      ----------------------              --------------------------
Date:                               Date:
     -----------------------             ---------------------------

<PAGE>

                              Exhibit G - Guarantee

                               GUARANTEE OF LEASE

      THIS GUARANTEE is made between JANICE A. JONES, AS AN INDIVIDUAL (the
"Guarantor"), and 5275 DTC , LLC, , A COLORADO LIMITED LIABILITY COMPANY (the
"Landlord"), and CHARTWELL INTERNATIONAL, INC., a NEVADA corporation (the
"Tenant") who represent and agree as follows:

      1.    Tenant has executed a lease (the "Lease"), dated the ____ day of
June, for property located at 5275 DTC PARKWAY, GREENWOOD VILLAGE, COLORADO
80111, and more particularly described in the Lease.

      2.    This Guarantee is given by the Guarantor to induce the Landlord to
enter into the Lease with the Tenant, and the parties understand that the
Landlord would not enter into the Lease without this Guarantee. It is expressly
understood that if this Guarantee is signed after the execution of the Lease,
the Landlord would not have entered into the Lease without the prior commitment
by the Guarantor to execute this Guarantee. Guarantor hereby acknowledges and
confirms that this Guarantee is supported by adequate consideration.

      3.    Guarantor hereby, jointly and severally, unconditionally and
irrevocably guarantees to the Landlord the full, faithful, prompt and complete
performance by Tenant of each and every obligation, condition and provision to
be performed by the Tenant, and any assignee of Tenant, under the Lease.

      4.    This Guarantee shall be binding upon the Guarantor for all option
periods and/or assignments, renewals or extensions of the Lease, and shall
include any and all modifications of the Lease or amendments thereto at any time
made by the Tenant and Landlord. Landlord and Tenant shall have no obligation to
obtain Guarantor's approval prior to executing or making any renewals,
extensions, modifications or other amendments to the Lease, and the failure by
Landlord and Tenant to obtain such approval shall not in any way affect or
diminish the validity and enforceability of this Guarantee.

      5.    Guarantor further agrees to indemnify, save and hold harmless
Landlord from any and all loss, damage, liability, costs and expense in any way
resulting from or arising out of the failure of the Tenant to perform fully,
faithfully and completely any one or more of the duties, liabilities and/or
obligations under the Lease, or as the same may be modified, amended, renewed
and/or extended. In the event of a default by Tenant, Landlord may commence any
action or proceeding against the Guarantor, or may otherwise exercise any remedy
available at law or in equity to enforce the provisions of this Guarantee.
Landlord may maintain successive actions for successive defaults. Landlord's
rights hereunder shall not be exhausted by Landlord's exercise of any of its
rights or remedies or by any such action or by any number of successive actions,
until and unless all obligations hereby guaranteed have been paid and fully
performed.

      6.    No waiver or delay by the Landlord of the enforcement of any of its
rights and/or remedies under the Lease shall affect the obligations of Guarantor
under this Guarantee.

      7.    The obligation of the Guarantor hereunder is joint and several with
the Tenant. Landlord may proceed to enforce this obligation of Guarantor against
Guarantor and Tenant, or either of them, without first proceeding against the
other. The right of Landlord to enforce the obligations of Guarantor shall not
be postponed, delayed or otherwise prejudiced by the commencement of proceedings
(whether voluntary or involuntary) to have the Tenant named as a debtor under
the Federal Bankruptcy Code, or under any similar state or federal law. If
Tenant becomes insolvent or is adjudicated a bankrupt or files a petition for
reorganization, arrangement or similar relief under any present or future
provisions of the Federal Bankruptcy Code, or similar state or federal law, or
if such a petition filed by creditors of Tenant shall be approved by a court, or
if Tenant shall seek a judicial readjustment of the rights of its creditors
under any present or future federal or state law, or if a receiver of all or any
part of Tenant's

<PAGE>

property is appointed by any state or federal court:

      7.1   If the Lease is terminated or rejected, or the obligations of Tenant
thereunder are modified, Landlord shall have the right to recover from the
undersigned that which Landlord would be entitled to recover from Tenant under
the Lease in the event of a default under the Lease by the Tenant; and

      7.2   If any obligation under the Lease is performed by Tenant, and all or
any part of such performance is avoided or recovered from Landlord as a
preference, fraudulent transfer or otherwise, in any bankruptcy, insolvency,
liquidation, reorganization or other proceeding involving Tenant, the liability
of Guarantor under this Guarantee shall remain in full force and effect for any
part of the performance which is so avoided or recovered.

      8.    Tenant agrees to notify Guarantor of any defaults, or declared
defaults, under the Lease, and Landlord may, but shall have no obligation to
provide notice of any such defaults to Guarantor. Any notice or notices given by
Landlord to Guarantor shall be deemed to be for convenience only, and shall not
release Tenant of its obligation to give notice of any defaults or declared
defaults to Guarantor. The failure of Landlord to give notice of any such
defaults shall in no way prejudice Landlord's right to enforce this Guarantee;
but Landlord may not enforce this Guarantee until and unless Landlord has
complied with any requirements (contained in the Lease) for notice to Tenant of
any such default.

      9.    This Guarantee shall be binding upon the parties hereto, their
heirs, successors, representatives and assigns.

      10.   If any portion of this Guarantee is deemed to be unenforceable by a
court of competent jurisdiction, this Guarantee shall be deemed to be modified
only to the extent necessary to comply with applicable law.

      11.   Guarantor specifically understands and agrees that if Landlord
enforces any of its rights hereunder as a result of any default under the Lease,
Guarantor shall be liable to pay all attorneys' fees and costs incurred by
Landlord as a result of the default.

      12.   If there is more than one Guarantor or more than one Tenant or
Landlord, the singular shall also be deemed to mean the plural. If there is more
than one Guarantor, the obligations of the Guarantors shall be joint and
several. The release of any one or more Tenant(s) and/or Guarantor(s) shall not
reduce the obligation of the remaining Tenant(s) and Guarantor(s) for all
amounts due or to become due under the Lease.

      13.   This Agreement shall be construed according to the laws of the State
where the Premises are located.

      14.   If Landlord has any interest in any collateral to secure all or any
portion of Tenant's obligation under the Lease, or to secure any other
obligations of Tenant to Landlord, 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 Guarantor. 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 enforceability of this Guarantee nor create any claim
or right of Guarantor against Landlord.

      15.   Nothing in this shall be deemed to grant or allow to Guarantor any
right of possession of the Premises, whether before or after any payment by
Guarantor under the Lease.

      16.   Guarantor acknowledges that Landlord is specifically relying on
Guarantor's financial statements dated N/A, delivered to Landlord by Guarantor,
in accepting this Guarantee and entering into the Lease.

      17.   The liability of the Guarantor hereunder shall in no way be affected
by, and Guarantor expressly waives any defenses that may arise by reason of, (a)
the release or discharge of the Tenant in any creditors' workout, receivership,
bankruptcy or other proceedings; (b) the impairment, limitation or modification
of the liability of the Tenant or the estate of the Tenant

<PAGE>

in bankruptcy, or of any remedy for the enforcement of the Tenant's liability
under the Lease which results from the operation of any present or future
provision of the federal Bankruptcy Code or other Statute, or from the decision
in any court; (c) the rejection or disaffirmance of the Lease in any such
proceeding; (d) the modification, assignment, or transfer of the Lease by
Tenant; (e) any disability or other defense of the Tenant; or (f) the cessation
from any cause whatsoever of the liability of the Tenant, other than full
compliance therewith by the Tenant.

      18.   No payment by Guarantor shall entitle Guarantor under any
obligations owed by Tenant to Guarantor, by subrogation or otherwise, to any
payment by Tenant under or out of the property of the Tenant, including but not
limited to, the revenues derived from Premises, except after payment in full to
Landlord of all amounts due and payable by Tenant to Landlord pursuant to the
Lease. Guarantor hereby assigns to Landlord all of Guarantor's rights to any
payments or distributions to which Guarantor may be entitled from Tenant out of
any bankruptcy or similar state or federal proceeding in which filing of claims
is required, and Guarantor hereby directs all applicable persons to make such
distributions to Landlord, and not to Guarantor, until such time as all amounts
due under the Lease to Landlord have been fully paid.

      19.   This Guarantee shall be enforced in accordance with the laws of the
State of Colorado, and the parties agree that venue of any disputes hereunder
shall be in ARAPAHOE COUNTY, COLORADO.

      IN WITNESS WHEREOF, the parties have signed this Guarantee on the dates
indicated below.

      LANDLORD:                                 TENANT:
      5275 DTC , LLC,                           CHARTWELL INTERNATIONAL, INC.
      A COLORADO LIMITED LIABILITY COMPANY      A NEVADA CORPORATION

     By:                                        By:
        -----------------------------              -----------------------------
     Name:                                      Name:
          ---------------------------                ---------------------------
     Title:                                     Title:
           --------------------------                 --------------------------
     Date:                                      Date:
          ---------------------------                ---------------------------

GUARANTOR:        JANICE A. JONES

                                            By:
                                               ------------------------
                                            Title:
                                                  ---------------------
                                            Date:
                                                 ----------------------
                                            Address:
                                                    ----------------------------

                                                    ----------------------------
                                           (S.S.#)
                                                  ---------------------

<PAGE>


STATE OF COLORADO    )
                 ) SS.
COUNTY OF DENVER     )

                                           Sworn to before me this   day of

                                           ,199 , by

                                           Witness my hand and official seal.

                                           My commission expires





                                           Notary Public

STATE OF COLORADO    )
                 ) SS.
COUNTY OF DENVER     )

                                           Sworn to before me this   day of

                                           ,199 , by

                                           Witness my hand and official seal.

                                           My commission expires


                                           Notary Public

<PAGE>

                         Exhibit H - Commencement Letter

              COMMENCEMENT OF LEASE TERM AND ESTOPPEL CERTIFICATE

 THIS COMMENCEMENT OF LEASE TERM AND ESTOPPEL CERTIFICATE, dated this 7th day of
June, 1997, by and between 5275 DTC, LLC, a COLORADO LIMITED LIABILITY COMPANY,
(the "Landlord"), whose address is 5275 DTC PARKWAY, GREENWOOD VILLAGE, COLORADO
80111 AND CHARTWELL INTERNATIONAL, INC., A NEVADA CORPORATION, (the "Tenant"),
whose address is 5275 DTC PARKWAY, GREENWOOD VILLAGE, COLORADO 80111.

                              W I T N E S S E T H

 WHEREAS, the Landlord and Tenant, entered into an Office Lease dated June 7,
1997, ("the Lease") which Lease demised the premises located at 5275 DTC
PARKWAY, GREENWOOD VILLAGE, COLORADO 80111, described in EXHIBIT A 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 Pro Rata Share of Operating Expenses
in an amount to be determined 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 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 date below written.

LANDLORD:                             TENANT:
5275 DTC, LLC                          CHARTWELL INTERNATIONAL, INC.
A COLORADO LIMITED LIABILITY COMPANY    A NEVADA CORPORATION

By:                                   By:
   --------------------------            -------------------------
Name:                                 Name:
     ------------------------              -----------------------
Title:                                Title:
      -----------------------               ----------------------
Date:                                 Date:
     ------------------------              -----------------------